Common use of Purchase and Sale of Shares Clause in Contracts

Purchase and Sale of Shares. (a) Each Stockholder hereby severally and not jointly agrees that it shall tender its Shares into the Offer and that it shall not withdraw any Shares so tendered (it being understood that the obligation contained in this sentence is unconditional, subject to Section 8). In addition to, and not in limitation of the foregoing obligation, each Stockholder hereby severally and not jointly agrees to sell to Sub, and Sub hereby agrees to purchase, all such Stockholder's Common Shares at a price per Common Share equal to $5.50, or such higher price per share of Company Common Stock as may be offered by Sub in the Offer, and all such Stockholder's Preference Shares at a price per Preference Share equal to $20, or such higher price per share of Company Preference Stock as may be offered by Sub in the Offer. Sub's obligation to purchase is subject to the following conditions (which may be waived in the sole discretion of Sub): (a) Sub having accepted shares of Company Common Stock and Company Preference Stock for payment under the Offer or (b) if the Offer has been terminated for failure to satisfy the Minimum Condition (as defined in Exhibit A to the Merger Agreement), (i) all conditions to the Offer set forth in Exhibit A to the Merger Agreement (other than the Minimum Condition) having been satisfied and (ii) including all shares of Company Common Stock and Company Preference Stock tendered and not withdrawn at the time of termination of the Offer and all Shares to be purchased pursuant to this Agreement, the Minimum Condition would have been satisfied. Notwithstanding the foregoing, no Stockholder shall be obligated to sell such Stockholder's Shares after the scheduled final expiration time of the Offer unless (i) the Minimum Condition was not satisfied, (ii) such Stockholder did not tender such Stockholder's Shares into the Offer or withdrew such Shares and (iii) including all shares of Company Common Stock and Company Preference Stock tendered and not withdrawn at the time of termination of the Offer and all Shares to be purchased pursuant to this Agreement, the Minimum Condition would have been satisfied. Each Stockholder may tender such Stockholder's Shares into the Offer and the purchase of such Shares pursuant to the Offer shall satisfy such Stockholder's obligation to sell such Shares and Sub's obligation to purchase such Shares under this Agreement. Subject to satisfaction or waiver of the conditions set forth in the third sentence of this paragraph, Sub shall, no later that three days in advance of such closing date, specify the place, time and date (which shall not precede the final expiration or termination of the Offer) for the closing of the purchase by Sub of such Stockholder's Shares.

Purchase and Sale of Shares. Subject to the terms and conditions herein set forth, (a) Each Stockholder hereby each Selling Shareholder agrees, severally and not jointly agrees that it shall tender its Shares into jointly, to sell to each of the Offer and that it shall not withdraw any Shares so tendered (it being understood that the obligation contained in this sentence is unconditional, subject to Section 8). In addition toUnderwriters, and not in limitation each of the foregoing obligationUnderwriters agrees, each Stockholder hereby severally and not jointly agrees jointly, to sell to Subpurchase from the Selling Shareholders, and Sub hereby agrees to purchase, all such Stockholder's Common Shares at a purchase price of $______ per Common Share equal share, the number of Firm Shares (to $5.50, or such higher price per share be adjusted by the Representatives so as to eliminate fractional shares) determined by multiplying the aggregate number of Company Common Stock Shares to be sold by the Selling Shareholders as may be offered by Sub in the Offer, and all such Stockholder's Preference Shares at a price per Preference Share equal to $20, or such higher price per share of Company Preference Stock as may be offered by Sub in the Offer. Sub's obligation to purchase is subject to the following conditions (which may be waived in the sole discretion of Sub): (a) Sub having accepted shares of Company Common Stock and Company Preference Stock for payment under the Offer or (b) if the Offer has been terminated for failure to satisfy the Minimum Condition (as defined in Exhibit A to the Merger Agreement), (i) all conditions to the Offer set forth opposite their respective names in Exhibit A to Schedule II hereto by a fraction, the Merger Agreement (other than numerator of which is the Minimum Condition) having been satisfied and (ii) including all shares aggregate number of Company Common Stock and Company Preference Stock tendered and not withdrawn at the time of termination of the Offer and all Firm Shares to be purchased pursuant to this Agreementby such Underwriter as set forth opposite the name of such Underwriter in Schedule I hereto, and the Minimum Condition would have been satisfied. Notwithstanding denominator of which is the foregoing, no Stockholder shall be obligated to sell such Stockholder's Shares after the scheduled final expiration time aggregate number of the Offer unless (i) the Minimum Condition was not satisfied, (ii) such Stockholder did not tender such Stockholder's Shares into the Offer or withdrew such Shares and (iii) including all shares of Company Common Stock and Company Preference Stock tendered and not withdrawn at the time of termination of the Offer and all Firm Shares to be purchased pursuant by all of the Underwriters from the Selling Shareholders hereunder and (b) in the event and to this Agreementthe extent that the Underwriters shall exercise the election to purchase Optional Shares as provided below, Robexx X. Xxxxxxxxxx xxxees to sell to each of the Minimum Condition would have been satisfied. Each Stockholder may tender such Stockholder's Shares into Underwriters, and each of the Offer Underwriters agrees, severally and not jointly, to purchase from Robexx X. Xxxxxxxxxx, xx the purchase of such Shares pursuant to the Offer shall satisfy such Stockholder's obligation to sell such Shares and Sub's obligation to purchase such Shares under this Agreement. Subject to satisfaction or waiver of the conditions price per share set forth in the third sentence clause (a) of this paragraphSection 2, Sub shallthat portion of the number of Optional Shares as to which such election shall have been exercised (to be adjusted by the Representatives so as to eliminate fractional shares) determined by multiplying such number of Optional Shares by a fraction, no later the numerator of which is the maximum number of Optional Shares that three days in advance such Underwriter is entitled to purchase as set forth opposite the name of such closing date, specify Underwriter in Schedule I hereto and the place, time and date (denominator of which shall not precede is the final expiration or termination maximum number of the OfferOptional Shares that all of the Underwriters are entitled to purchase hereunder. Robexx X. Xxxxxxxxxx xxxeby grants to the Underwriters the right to purchase at their election in whole or in part from time to time up to 300,000 Optional Shares, at the purchase price per share set forth in clause (a) in the paragraph above plus, if the purchase and sale of any Optional Shares take place after the First Time of Delivery and after the Firm Shares are traded "ex-dividend," an amount equal to the dividend payable on such Optional Shares, for the closing sole purpose of covering over-allotments in the sale of Firm Shares. Any such election to purchase Optional Shares may be exercised by written notice from the Representatives to Robexx X. Xxxxxxxxxx, xxven not more than twice within a period of 30 calendar days after the date of this Agreement and setting forth the aggregate number of Optional Shares to be purchased and the date on which such Optional Shares are to be delivered, as determined by the Representatives but in no event earlier than the First Time of Delivery or, unless the Representatives and Robexx X. Xxxxxxxxxx xxxerwise agree in writing, earlier than two or later than ten business days after the date of such notice. In the event the Representatives elect to purchase all or a portion of the purchase by Sub Optional Shares, the Company and Robexx X. Xxxxxxxxxx xxxee to furnish or cause to be furnished to the Representatives the certificates, letters and opinions, and to satisfy all conditions, set forth in Section 7 hereof at each Subsequent Time of such Stockholder's SharesDelivery (as hereinafter defined).

Purchase and Sale of Shares. Subject to the terms and conditions herein set forth, (ai) Each Stockholder hereby severally and not jointly agrees that it shall tender its Shares into the Offer and that it shall not withdraw any Shares so tendered (it being understood that the obligation contained in this sentence is unconditional, subject to Section 8). In addition to, and not in limitation of the foregoing obligation, each Stockholder hereby severally and not jointly Company agrees to sell to Sub, and Sub hereby agrees to purchase, all such Stockholder's Common the Underwriters that number of Firm Shares at a price per Common Share equal to $5.50, or such higher price per share of Company Common Stock as may be offered by Sub in the Offer, and all such Stockholder's Preference Shares at a price per Preference Share equal to $20, or such higher price per share of Company Preference Stock as may be offered by Sub in the Offer. Sub's obligation to purchase is subject to the following conditions (which may be waived in the sole discretion of Sub): (a) Sub having accepted shares of Company Common Stock and Company Preference Stock for payment under the Offer or (b) if the Offer has been terminated for failure to satisfy the Minimum Condition (as defined in Exhibit A to the Merger Agreement), (i) all conditions to the Offer set forth opposite the name of the Company in Exhibit A to the Merger Agreement (other than the Minimum Condition) having been satisfied Schedule II annexed hereto, and (ii) including all shares each of Company Common Stock and Company Preference Stock tendered the Underwriters agrees, severally and not withdrawn jointly, to purchase from the Company, at a purchase price of $_____ per share, the number of Firm Shares set forth opposite the name of each Underwriter on Schedule I annexed hereto. The Selling Shareholder hereby grants to the Underwriters the right to purchase at their election in whole or in part up to 180,000 Optional Shares at the time purchase price per share set forth in clause (i) in the paragraph above for the sole purpose of termination covering over-allotments in the sale of Firm Shares. If the Offer and all option granted hereby is exercised in whole or in part, then the respective number of Optional Shares to be purchased pursuant by each of the Underwriters shall be determined by multiplying the total number of Optional Shares as to this Agreementwhich such election shall have been exercised by the Underwriters by a fraction, the Minimum Condition would have been satisfiednumerator of which is the maximum number of Optional Shares such Underwriter is entitled to purchase as set forth opposite the name of such Underwriter in Schedule I hereto and the denominator of which is the maximum number of Optional Shares that all Underwriters are entitled to purchase hereunder (with the resulting number to be adjusted by the Underwriters so as to eliminate fractional shares). Notwithstanding Any such election to purchase Optional Shares may be exercised by written notice from the foregoingUnderwriters to the Selling Shareholder, no Stockholder shall be obligated to sell such Stockholder's Shares given within a period of 30 calendar days after the scheduled final expiration time date of this Agreement and setting forth the Offer unless (i) the Minimum Condition was not satisfied, (ii) such Stockholder did not tender such Stockholder's Shares into the Offer or withdrew such Shares and (iii) including all shares aggregate number of Company Common Stock and Company Preference Stock tendered and not withdrawn at the time of termination of the Offer and all Optional Shares to be purchased pursuant and the date on which such Optional Shares are to this Agreementbe delivered, as determined by the Underwriters but in no event earlier than the First Time of Delivery or, unless the Underwriters and the Company otherwise agree, to furnish or cause to be furnished to the Underwriters the certificates, letters and opinions, and to satisfy all conditions, set forth in Section 6 hereof at the Subsequent Time of Delivery. After the Registration Statement becomes effective, the Minimum Condition would have been satisfied. Each Stockholder may tender such Stockholder's several Underwriters intend to offer the Shares into the Offer and the purchase of such Shares pursuant to the Offer shall satisfy such Stockholder's obligation to sell such Shares and Sub's obligation to purchase such Shares under this Agreement. Subject to satisfaction or waiver of the conditions public as set forth in the third sentence of this paragraph, Sub shall, no later that three days in advance of such closing date, specify the place, time and date (which shall not precede the final expiration or termination of the Offer) for the closing of the purchase by Sub of such Stockholder's SharesProspectus.

Purchase and Sale of Shares. Subject to the terms and conditions herein set forth, (a) Each Stockholder hereby severally and not jointly agrees that it shall tender its Shares into the Offer and that it shall not withdraw any Shares so tendered (it being understood that the obligation contained in this sentence is unconditional, subject to Section 8). In addition to, and not in limitation of the foregoing obligation, each Stockholder hereby severally and not jointly Company agrees to sell to Subeach of the Underwriters, and Sub hereby agrees each of the Underwriters agrees, severally and not jointly, to purchase, all such Stockholder's Common Shares purchase from the Company at a purchase price of $_____ per Common Share equal share, the number of Firm Shares (to $5.50be adjusted by you so as to eliminate fractional shares) determined by multiplying the aggregate number of firm Shares to be sold by the Company by a fraction, or such higher price per share the numerator of Company Common Stock as may be offered by Sub in which is the Offer, and all such Stockholder's Preference Shares at a price per Preference Share equal to $20, or such higher price per share aggregate number of Company Preference Stock as may be offered by Sub in the Offer. Sub's obligation to purchase is subject to the following conditions (which may be waived in the sole discretion of Sub): (a) Sub having accepted shares of Company Common Stock and Company Preference Stock for payment under the Offer or (b) if the Offer has been terminated for failure to satisfy the Minimum Condition (as defined in Exhibit A to the Merger Agreement), (i) all conditions to the Offer set forth in Exhibit A to the Merger Agreement (other than the Minimum Condition) having been satisfied and (ii) including all shares of Company Common Stock and Company Preference Stock tendered and not withdrawn at the time of termination of the Offer and all Firm Shares to be purchased pursuant to this Agreementby such Underwriter as set forth opposite the name of such Underwriter in Schedule I hereto, and the Minimum Condition would have been satisfied. Notwithstanding denominator of which is the foregoing, no Stockholder shall be obligated to sell such Stockholder's Shares after the scheduled final expiration time aggregate number of the Offer unless (i) the Minimum Condition was not satisfied, (ii) such Stockholder did not tender such Stockholder's Shares into the Offer or withdrew such Shares and (iii) including all shares of Company Common Stock and Company Preference Stock tendered and not withdrawn at the time of termination of the Offer and all Firm Shares to be purchased pursuant by the Underwriters from the Company and (b) in the event and to this Agreementthe extent that the Underwriters shall exercise the election to purchase Optional Shares as provided below, the Minimum Condition would have been satisfied. Each Stockholder may tender such Stockholder's Shares into Company agrees to issue and sell to each of the Offer Underwriters and the purchase of such Shares pursuant to the Offer shall satisfy such Stockholder's obligation Selling Shareholder agrees to sell such Shares to each of the Underwriters, and Sub's obligation each of the Underwriters agrees, severally and not jointly, to purchase such Shares under this Agreement. Subject to satisfaction or waiver of from the conditions Company and the Selling Shareholder, at the purchase price per share set forth in the third sentence clause (a) of this paragraphsection 2, Sub shallthat portion of the number of Optional Shares to be sold by the Company and the Selling Shareholder as set forth opposite their respective names in Schedule II hereto as to which such election shall have been exercised (to be adjusted by you so as to eliminate fractional shares) determined by multiplying such number of Optional Shares by a fraction, no later the numerator of which is the maximum number of Optional Shares that three days in advance such Underwriter is entitled to purchase as set forth opposite the name of such closing date, specify Underwriter in Schedule I hereto and the place, time and date (denominator of which shall not precede is the final expiration or termination maximum number of the OfferOptional Shares that all of the Underwriters are entitled to purchase hereunder. The Company and the Selling Shareholder hereby grant to the Underwriters the right to purchase, at their election in whole or in part from time to time, up to ____________ and ______________ Optional Shares, respectively, at the purchase price per share set forth in clause (a) in the paragraph above, for the closing sole purpose of covering over-allotments in the sale of Firm Shares. Any such election to purchase Optional Shares may be exercised by written notice from you to the Company and the Selling Shareholder, given from time to time within a period of 30 calendar days after the date of this Agreement and setting forth the aggregate number of Optional Shares to be purchased and the date on which such Optional Shares are to be delivered, as determined by you but in no event earlier than the First Time of Delivery (as hereinafter defined) or, unless you, the Company and the Selling Shareholder otherwise agree in writing, earlier than two or later than ten business days after the date of such notice. In the event you elect to purchase all or a portion of the purchase by Sub Optional Shares, the Company and the Selling Shareholder agree to furnish or cause to be furnished to you the certificates, letters and opinions, and to satisfy all conditions, set forth in Section 7 hereof at each Subsequent Time of such Stockholder's SharesDelivery (as hereinafter defined).

Purchase and Sale of Shares. (a) Each Stockholder hereby severally On the basis of the representations, warranties and not jointly agrees that it shall tender its Shares into the Offer and that it shall not withdraw any Shares so tendered (it being understood that the obligation contained in this sentence is unconditionalagreements herein contained, but subject to Section 8)the terms and conditions herein set forth, the Company agrees to issue and sell the Shares to the Underwriter, and the Underwriter agrees to purchase from the Company the Shares as set forth opposite the name of such Underwriter below on the signature page hereof. The pricing terms of the purchase of the Shares by the Underwriter and the pricing terms of the offering of the Shares to the public are as set forth in Schedule III hereto. In addition toaddition, and not in limitation the Company hereby grants to the Underwriter the option to purchase an aggregate of up to 15% of the foregoing obligationShares purchased pursuant to this Agreement and, each Stockholder hereby severally upon the basis of the warranties and not jointly agrees representations and subject to sell to Subthe terms and conditions herein set forth, and Sub hereby agrees the Underwriter shall have the right to purchase, from the Company (subject to such adjustment as you shall determine to avoid fractional shares), all such Stockholder's Common or a portion of additional Shares (“Additional Shares”) as may be necessary to cover over-allotments made in connection with the offering of the Shares, at a price per Common Share equal to $5.50, or such higher the same purchase price per share of to be paid by the Underwriter to the Company Common Stock as for the Shares. This option may be offered exercised by Sub you in whole or in part and at any time or from time to time on or before the Offerthirtieth day following the date hereof, by written notice to the Company. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised, and all the date and time when the Additional Shares are to be delivered (such Stockholder's Preference Shares at a price per Preference Share equal date and time being herein referred to $20as an “Option Closing Date”); provided, or such higher price per share of Company Preference Stock as may however, that no Option Closing Date shall be offered by Sub in earlier than the Offer. Sub's obligation to purchase is subject to the following conditions (which may be waived in the sole discretion of Sub): (a) Sub having accepted shares of Company Common Stock and Company Preference Stock for payment under the Offer or (b) if the Offer has been terminated for failure to satisfy the Minimum Condition Closing Date (as defined in Exhibit A below) nor earlier than the first business day after the date on which the option shall have been exercised with respect to the Merger Agreement), (i) all conditions to the Offer set forth in Exhibit A to the Merger Agreement (other than the Minimum Condition) having been satisfied and (ii) including all shares of Company Common Stock and Company Preference Stock tendered and not withdrawn at the time of termination of the Offer and all Additional Shares to be purchased pursuant to this Agreement, on such Option Closing Date nor later than the Minimum Condition would fifth business day after the date on which the option shall have been satisfied. Notwithstanding exercised with respect to the foregoing, no Stockholder shall be obligated to sell such Stockholder's Shares after the scheduled final expiration time of the Offer unless (i) the Minimum Condition was not satisfied, (ii) such Stockholder did not tender such Stockholder's Shares into the Offer or withdrew such Shares and (iii) including all shares of Company Common Stock and Company Preference Stock tendered and not withdrawn at the time of termination of the Offer and all Additional Shares to be purchased pursuant to this Agreement, on such Option Closing Date unless the Minimum Condition would have been satisfiedCompany and you otherwise agree. Each Stockholder may tender such Stockholder's Shares into the Offer and Payment of the purchase of such price and delivery for the Additional Shares pursuant to shall be made at the Offer shall satisfy such Stockholder's obligation to sell such Option Closing Date in the same manner and at the same office as the payment for the Shares and Sub's obligation to purchase such Shares under this Agreement. Subject to satisfaction or waiver of the conditions as set forth in subparagraph (b) below. For the third sentence purpose of this paragraphexpediting the checking of certificates for the Additional Shares by you, Sub shall, no later that three days in advance the Company agrees to make forms of such closing date, specify the place, time and date (which shall not precede the final expiration or termination of the Offer) certificates available to you for the such purpose at least one full business day preceding an Option Closing Date. Any closing of the purchase by Sub of such Stockholder's SharesAdditional Shares hereunder is hereinafter referred to as an “Option Closing”).

Purchase and Sale of Shares. (a) Each Stockholder hereby severally On the basis of the representations, warranties and not jointly agrees that it shall tender its Shares into the Offer and that it shall not withdraw any Shares so tendered (it being understood that the obligation contained in this sentence is unconditionalagreements herein contained, but subject to Section 8)the terms and conditions herein set forth, the Company agrees to issue and sell the Shares to the Underwriter, and the Underwriter agrees to purchase from the Company the Shares as set forth opposite the name of such Underwriter below on the signature page hereof. The pricing terms of the purchase of the Shares by the Underwriter and the pricing terms of the offering of the Shares to the public are as set forth in Schedule II hereto. In addition toaddition, and not in limitation the Company hereby grants to the Underwriter the option to purchase an aggregate of up to 15% of the foregoing obligationShares purchased pursuant to this Agreement and, each Stockholder hereby severally upon the basis of the warranties and not jointly agrees representations and subject to sell to Subthe terms and conditions herein set forth, and Sub hereby agrees the Underwriter shall have the right to purchase, from the Company (subject to such adjustment as you shall determine to avoid fractional shares), all such Stockholder's Common or a portion of additional Shares (“Additional Shares”) as may be necessary to cover over-allotments made in connection with the offering of the Shares, at a price per Common Share equal to $5.50, or such higher the same purchase price per share of to be paid by the Underwriter to the Company Common Stock as for the Shares. This option may be offered exercised by Sub you in whole or in part and at any time or from time to time on or before the Offerthirtieth day following the date hereof, by written notice to the Company. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised, and all the date and time when the Additional Shares are to be delivered (such Stockholder's Preference Shares at a price per Preference Share equal date and time being herein referred to $20as an “Option Closing Date”); provided, or such higher price per share of Company Preference Stock as may however, that no Option Closing Date shall be offered by Sub in earlier than the Offer. Sub's obligation to purchase is subject to the following conditions (which may be waived in the sole discretion of Sub): (a) Sub having accepted shares of Company Common Stock and Company Preference Stock for payment under the Offer or (b) if the Offer has been terminated for failure to satisfy the Minimum Condition Closing Date (as defined in Exhibit A below) nor earlier than the first business day after the date on which the option shall have been exercised with respect to the Merger Agreement), (i) all conditions to the Offer set forth in Exhibit A to the Merger Agreement (other than the Minimum Condition) having been satisfied and (ii) including all shares of Company Common Stock and Company Preference Stock tendered and not withdrawn at the time of termination of the Offer and all Additional Shares to be purchased pursuant to this Agreement, on such Option Closing Date nor later than the Minimum Condition would fifth business day after the date on which the option shall have been satisfied. Notwithstanding exercised with respect to the foregoing, no Stockholder shall be obligated to sell such Stockholder's Shares after the scheduled final expiration time of the Offer unless (i) the Minimum Condition was not satisfied, (ii) such Stockholder did not tender such Stockholder's Shares into the Offer or withdrew such Shares and (iii) including all shares of Company Common Stock and Company Preference Stock tendered and not withdrawn at the time of termination of the Offer and all Additional Shares to be purchased pursuant to this Agreement, on such Option Closing Date unless the Minimum Condition would have been satisfiedCompany and you otherwise agree. Each Stockholder may tender such Stockholder's Shares into the Offer and Payment of the purchase of such price and delivery for the Additional Shares pursuant to shall be made at the Offer shall satisfy such Stockholder's obligation to sell such Option Closing Date in the same manner and at the same office as the payment for the Shares and Sub's obligation to purchase such Shares under this Agreement. Subject to satisfaction or waiver of the conditions as set forth in subparagraph (b) below. For the third sentence purpose of this paragraphexpediting the checking of certificates for the Additional Shares by you, Sub shall, no later that three days in advance the Company agrees to make forms of such closing date, specify certificates available to you for such purpose the place, time and date (which shall not precede the final expiration or termination earlier of the Offer) for first business day after the date on which the option shall have been exercised. Any closing of the purchase by Sub of such Stockholder's SharesAdditional Shares hereunder is hereinafter referred to as an “Option Closing”.

Purchase and Sale of Shares. Subject to the terms and conditions herein set forth, (a) Each Stockholder hereby the Company agrees to issue and sell to the several Underwriters, 1,325,000 of the Firm Shares and (b) each of the Selling Shareholders agrees, severally and not jointly agrees that it shall tender its jointly, to sell to the Underwriters, the number of Firm Shares into set forth next to the Offer and that it shall not withdraw any Shares so tendered (it being understood that the obligation contained in this sentence is unconditionalname of such Selling Shareholder on Schedule II hereto. The Underwriters agree, subject to Section 8). In addition to, and not in limitation of the foregoing obligation, each Stockholder hereby severally and not jointly jointly, to purchase from the Company and the Selling Shareholders, respectively, the Firm Shares. The purchase price per share to be paid by the several Underwriters to the Company and the Selling Shareholders respectively, shall be $_____ per share. The obligation of each Underwriter to the Company shall be to purchase from the Company that number of full shares which (as nearly as practicable, as determined by you) bears to 3,125,000 the same proportion as the number of shares set forth opposite the name of such Underwriter in Schedule I hereto bears to the total number of Firm Shares. The obligation of each Underwriter to the Selling Shareholders shall be to purchase from the Selling Shareholders that number of full shares which (as nearly as practicable, as determined by you) bears to 675,000 the same proportion as the number of shares set forth opposite the name of such Underwriter in Schedule I hereto bears to the total number of Firm Shares. The Company and the Selling Shareholders shall each pay to the Underwriters, on account of their underwriting discount, $_____ per share purchased from them (which amount, in the case of the Selling Shareholders, shall be set off against the purchase price of $_____ per share payable by the Underwriters). The Company hereby grants to the Underwriters the right to purchase at their election in whole or in part from time to time up an aggregate of 300,000 Optional Shares upon the terms and at the purchase price per share set forth in the paragraph above, for the sole purpose of covering over-allotments in the sale of Firm Shares. Any such election to purchase Optional Shares may be exercised by written notice from you to the Company given from time to time within a period of 30 calendar days after the date of this Agreement and setting forth the aggregate number of Optional Shares to be purchased and the date on which such Optional Shares are to be delivered, as determined by you but in no event earlier than the First Time of Delivery (as hereinafter defined) or, unless you and the Company otherwise agree in writing, earlier than two or later than ten business days after the date of such notice. In the event and to the extent that the Underwriters shall exercise the election to purchase Optional Shares, the Company agrees to sell to Subeach of the Underwriters, and Sub hereby agrees each of the Underwriters agrees, severally and not jointly, to purchasepurchase from the Company, all such Stockholder's Common Shares at a price per Common Share equal to $5.50, or such higher the purchase price per share set forth the paragraph above, that portion of the number of Optional Shares as to which such election shall have been exercised (to be adjusted by you so as to eliminate fractional shares) determined by multiplying 300,000 by a fraction, the numerator of which is the maximum number of Optional Shares that such Underwriter is entitled to purchase as set forth opposite the name of such Underwriter in Schedule I hereto and the denominator of which is the maximum number of the Optional Shares that all of the Underwriters are entitled to purchase hereunder. In the event you elect to purchase all or a portion of the Optional Shares, the Company Common Stock as may agrees to furnish or cause to be offered by Sub in furnished to you the Offercertificates, letters and opinions, and all such Stockholder's Preference Shares at a price per Preference Share equal to $20, or such higher price per share of Company Preference Stock as may be offered by Sub in the Offer. Sub's obligation to purchase is subject to the following conditions (which may be waived in the sole discretion of Sub): (a) Sub having accepted shares of Company Common Stock and Company Preference Stock for payment under the Offer or (b) if the Offer has been terminated for failure to satisfy the Minimum Condition (as defined in Exhibit A to the Merger Agreement)all conditions, (i) all conditions to the Offer set forth in Exhibit A to the Merger Agreement Section 7 hereof at each Subsequent Time of Delivery (other than the Minimum Condition) having been satisfied and (ii) including all shares of Company Common Stock and Company Preference Stock tendered and not withdrawn at the time of termination of the Offer and all Shares to be purchased pursuant to this Agreement, the Minimum Condition would have been satisfied. Notwithstanding the foregoing, no Stockholder shall be obligated to sell such Stockholder's Shares after the scheduled final expiration time of the Offer unless (i) the Minimum Condition was not satisfied, (ii) such Stockholder did not tender such Stockholder's Shares into the Offer or withdrew such Shares and (iii) including all shares of Company Common Stock and Company Preference Stock tendered and not withdrawn at the time of termination of the Offer and all Shares to be purchased pursuant to this Agreement, the Minimum Condition would have been satisfied. Each Stockholder may tender such Stockholder's Shares into the Offer and the purchase of such Shares pursuant to the Offer shall satisfy such Stockholder's obligation to sell such Shares and Sub's obligation to purchase such Shares under this Agreement. Subject to satisfaction or waiver of the conditions set forth in the third sentence of this paragraph, Sub shall, no later that three days in advance of such closing date, specify the place, time and date (which shall not precede the final expiration or termination of the Offer) for the closing of the purchase by Sub of such Stockholder's Sharesas hereinafter defined).

Purchase and Sale of Shares. (a) Each Stockholder hereby severally On the basis of the representations, warranties and not jointly agrees that it shall tender its Shares into the Offer and that it shall not withdraw any Shares so tendered (it being understood that the obligation contained in this sentence is unconditionalagreements herein contained, but subject to Section 8)the terms and conditions herein set forth, the Company agrees to issue and sell the Underwritten Shares to the Underwriter, and the Underwriter agrees to purchase from the Company the Underwritten Shares as set forth opposite the name of such Underwriter below on the signature page hereof. The pricing terms of the purchase of the Underwritten Shares by the Underwriter and the pricing terms of the offering of the Shares to the public are set forth in Schedule II hereto. In addition toaddition, and not in limitation the Company hereby grants to the Underwriter the option to purchase some or all of the foregoing obligationAdditional Shares and, each Stockholder hereby severally upon the basis of the warranties and not jointly agrees representations and subject to sell to Subthe terms and conditions herein set forth, and Sub hereby agrees the Underwriter shall have the right to purchase, from the Company (subject to such adjustment as the Underwriter shall determine to avoid fractional shares), all or a portion of such Stockholder's Common Additional Shares as may be necessary to cover over-allotments, if any, made in connection with the offering of the Shares, at a price per Common Share equal to $5.50, or such higher the same purchase price per share of to be paid by the Underwriter to the Company Common Stock as for the Underwritten Shares. This option may be offered exercised by Sub Underwriter in whole or in part and at any time or from time to time on or before the thirtieth day following the date hereof, by written notice to the Company. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised, and the date and time when the Additional Shares are to be delivered (such date and time being herein referred to as an “Option Closing Date”); provided, however, that an Option Closing Date shall not be earlier than the Closing Date (as defined below) nor earlier than the first business day after the date on which the option shall have been exercised nor later than the fifth business day after the date on which the option shall have been exercised unless the Company and Underwriter otherwise agree. Payment of the purchase price and delivery for the Additional Shares shall be made at the Option Closing Date in the Offer, same manner and all such Stockholder's Preference at the same office as the payment for the Shares at a price per Preference Share equal to $20, or such higher price per share of Company Preference Stock as may be offered by Sub set forth in the Offer. Sub's obligation to purchase is subject to the following conditions (which may be waived in the sole discretion of Sub): (a) Sub having accepted shares of Company Common Stock and Company Preference Stock for payment under the Offer or subparagraph (b) if the Offer has been terminated for failure to satisfy the Minimum Condition (as defined in Exhibit A to the Merger Agreement), (i) all conditions to the Offer set forth in Exhibit A to the Merger Agreement (other than the Minimum Condition) having been satisfied and (ii) including all shares of Company Common Stock and Company Preference Stock tendered and not withdrawn at the time of termination of the Offer and all Shares to be purchased pursuant to this Agreement, the Minimum Condition would have been satisfiedbelow. Notwithstanding the foregoing, no Stockholder shall be obligated to sell such Stockholder's Shares after the scheduled final expiration time of the Offer unless (i) the Minimum Condition was not satisfied, (ii) such Stockholder did not tender such Stockholder's Shares into the Offer or withdrew such Shares and (iii) including all shares of Company Common Stock and Company Preference Stock tendered and not withdrawn at the time of termination of the Offer and all Shares to be purchased pursuant to this Agreement, the Minimum Condition would have been satisfied. Each Stockholder may tender such Stockholder's Shares into the Offer and the purchase of such Shares pursuant to the Offer shall satisfy such Stockholder's obligation to sell such Shares and Sub's obligation to purchase such Shares under this Agreement. Subject to satisfaction or waiver of the conditions set forth in the third sentence of this paragraph, Sub shall, no later that three days in advance of such closing date, specify the place, time and date (which shall not precede the final expiration or termination of the Offer) for the Any closing of the purchase by Sub of such Stockholder's SharesAdditional Shares hereunder is hereinafter referred to as an “Option Closing”.

Purchase and Sale of Shares. (a) Each Stockholder hereby severally and not jointly agrees that it shall tender its Shares into the Offer and that it shall not withdraw any Shares so tendered (it being understood that the obligation contained in this sentence is unconditional, subject to Section 8). In addition to, and not in limitation of the foregoing obligation, each Stockholder hereby severally and not jointly agrees to sell to Sub, and Sub hereby agrees to purchase, all such Stockholder's Common Shares at a price per Common Share equal to $5.50, or such higher price per share of Company Common Stock as may be offered by Sub in the Offer, and all such Stockholder's Preference Shares at a price per Preference Share equal to $20, or such higher price per share of Company Preference Stock as may be offered by Sub in the Offer. Sub's obligation to purchase is subject to the following conditions (which may be waived in the sole discretion of Sub): (a) Sub having accepted shares of Company Common Stock and Company Preference Stock for payment under the Offer or (b) if the Offer has been terminated for failure to satisfy the Minimum Condition (as defined in Exhibit A to the Merger Agreement), (i) all conditions to the Offer set forth in Exhibit A to the Merger Agreement (other than the Minimum Condition) having been satisfied and (ii) including all shares of Company Common Stock and Company Preference Stock tendered and not withdrawn at the time of termination of the Offer and all Shares to be purchased pursuant to this Agreement, the Minimum Condition would have been satisfied. Notwithstanding the foregoing, no Stockholder shall be obligated to sell such Stockholder's Shares after the scheduled final expiration time of the Offer unless (i) the Minimum Condition was not satisfied, (ii) such Stockholder did not tender such Stockholder's Shares into the Offer or withdrew such Shares and (iii) including all shares of Company Common Stock and Company Preference Stock tendered and not withdrawn at the time of termination of the Offer and all Shares to be purchased pursuant to this Agreement, the Minimum Condition would have been satisfied. Each Stockholder may tender such Stockholder's Shares into the Offer and the purchase of such Shares pursuant to the Offer shall satisfy such Stockholder's obligation to sell such Shares and Sub's obligation to purchase such Shares under this Agreement. Subject to satisfaction or waiver of and upon the terms and conditions set forth in this Agreement, NAEC will issue and sell to York, and York will purchase from NAEC, at the third sentence Closing hereunder, 85 authorized but unissued shares of this paragraph, Sub shallcommon stock, no later that three days in advance par value, of such closing dateNAEC, specify the place, time and date (which shall not precede the final expiration or termination representing 85% of the Offeroutstanding shares of NAEC (such shares, the "Sold Stock"). The Sold Stock shall be validly issued, fully paid and non-assessable, and shall be conveyed free and clear of all liens, liabilities, obligations and encumbrances of any kind or nature whatsoever. YORK ACKNOWLEDGES THAT THE SOLD STOCK TO BE RECEIVED BY IT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY OTHER FEDERAL OR STATE SECURITIES LAWS, MAY NOT BE SOLD ABSENT SUCH REGISTRATION OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS THEREOF, AND THAT THE CERTIFICATES FOR THE SOLD STOCK WILL BEAR A RESTRICTIVE LEGEND EVIDENCING SUCH LACK OF TRANSFERABILITY. YORK REPRESENTS AND WARRANTS TO NAEC THAT (I) for the closing of the purchase by Sub of such Stockholder's SharesIT IS ACQUIRING THE SOLD STOCK FOR INVESTMENT PURPOSES AND WITH NO PRESENT INTENT OF SELLING SUCH SHARES IN VIOLATION OF ANY FEDERAL OR STATE SECURITIES LAWS, AND (II) WITHOUT AFFECTING YORK'S RIGHT TO RELY ON THE NAEC'S REPRESENTATIONS AND WARRANTIES HEREUNDER, YORK HAS HAD FULL OPPORTUNITY TO ASK SUCH QUESTIONS OF, AND REVIEW INFORMATION RELATING TO, NAEC AS IT REQUESTED, AND IS FULLY CAPABLE OF UNDERSTANDING THE NATURE OF AND BEARING THE RISK OF ITS INVESTMENT IN THE SOLD STOCK.

Purchase and Sale of Shares. Subject to the terms and conditions herein set forth, (a) Each Stockholder hereby severally and not jointly agrees that it shall tender its Shares into the Offer and that it shall not withdraw any Shares so tendered (it being understood that the obligation contained in this sentence is unconditional, subject to Section 8). In addition to, and not in limitation of the foregoing obligation, each Stockholder hereby Selling Shareholder severally and not jointly agrees to sell in the respective amounts set forth in Schedule I hereto the Firm Shares to Subeach of the Underwriters, and Sub hereby agrees each of the Underwriters agrees, severally and not jointly, to purchasepurchase from each Selling Shareholder, all such Stockholder's Common Shares at a purchase price of $5.65 per Common Share equal share, the number of Firm Shares set forth opposite the name of such Underwriter in Schedule II hereto, and (b) in the event and to $5.50the extent that the Underwriters shall exercise the election to purchase Optional Shares as provided below, or certain of the Selling Shareholders, severally and not jointly, agree to sell in the respective amounts set forth in Schedule I hereto the Optional Shares to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from such higher Selling Shareholders, at the purchase price per share set forth in clause (a) of Company Common Stock this Section 2, that portion of the number of Optional Shares as may to which such election shall have been exercised (to be offered adjusted by Sub you so as to eliminate fractional shares) determined by multiplying such number of Optional Shares by a fraction, the numerator of which is the maximum number of Optional Shares that such Underwriter is entitled to purchase as set forth opposite the name of such Underwriter in Schedule II hereto and the Offerdenominator of which is the maximum number of the Optional Shares that all of the Underwriters are entitled to purchase hereunder. Certain of the Selling Shareholders, as and all such Stockholder's Preference Shares to the extent indicated in Schedule I hereto, severally and not jointly hereby grant to the Underwriters the right to purchase at a price per Preference Share equal your election in whole or in part from time to $20time up to 630,000 Optional Shares, or such higher at the purchase price per share of Company Preference Stock as may be offered by Sub set forth in the Offer. Sub's obligation to purchase is subject to the following conditions (which may be waived in the sole discretion of Sub): clause (a) Sub having accepted shares in the paragraph above, for the sole purpose of Company Common Stock and Company Preference Stock for payment under covering over-allotments in the Offer or (b) if sale of Firm Shares. In the Offer has been terminated for failure event that you elect to satisfy purchase less than all of the Minimum Condition (as defined in Exhibit A Optional Shares, such purchase shall be made pro rata from such Selling Shareholders according to the Merger Agreement), (i) all conditions total number of Optional Shares subject to purchase from them. Any such election to purchase Optional Shares may be exercised by written notice from you to the Offer set Company and the Attorneys-in-Fact, given from time to time within a period of 30 calendar days after the date of this Agreement and setting forth in Exhibit A to the Merger Agreement (other than the Minimum Condition) having been satisfied and (ii) including all shares aggregate number of Company Common Stock and Company Preference Stock tendered and not withdrawn at the time of termination of the Offer and all Optional Shares to be purchased pursuant and the date on which such Optional Shares are to this Agreementbe delivered, as determined by you but in no event earlier than the First Time of Delivery (as hereinafter defined) or, unless you, the Minimum Condition would have been satisfied. Notwithstanding Company and the foregoingAttorneys-in-Fact otherwise agree in writing, no Stockholder shall be obligated to sell such Stockholder's Shares earlier than two or later than ten business days after the scheduled final expiration time date of such notice. In the event you elect to purchase all or a portion of the Offer unless (i) Optional Shares, the Minimum Condition was not satisfied, (ii) such Stockholder did not tender such Stockholder's Shares into Company and the Offer or withdrew such Shares and (iii) including all shares of Company Common Stock and Company Preference Stock tendered Selling Shareholders severally and not withdrawn at the time of termination of the Offer and all Shares jointly agree to furnish or cause to be purchased pursuant furnished to this Agreementyou the certificates, the Minimum Condition would have been satisfied. Each Stockholder may tender such Stockholder's Shares into the Offer letters and the purchase of such Shares pursuant opinions, and to the Offer shall satisfy such Stockholder's obligation to sell such Shares and Sub's obligation to purchase such Shares under this Agreement. Subject to satisfaction or waiver of the conditions all conditions, set forth in the third sentence Section 7 hereof at each Subsequent Time of this paragraph, Sub shall, no later that three days in advance of such closing date, specify the place, time and date Delivery (which shall not precede the final expiration or termination of the Offer) for the closing of the purchase by Sub of such Stockholder's Sharesas hereinafter defined).

Purchase and Sale of Shares. (a) Each Stockholder hereby severally Upon the basis of the representations and not jointly agrees that it shall tender its Shares into the Offer warranties and that it shall not withdraw any Shares so tendered (it being understood that the obligation contained in this sentence is unconditional, subject to Section 8). In addition tothe terms and conditions set forth herein, the Company agrees to issue and not in limitation sell the Shares to the Purchaser on the Closing Date (as herein defined) at a per share purchase price equal to the average of the foregoing obligation, each Stockholder hereby severally and not jointly agrees to sell to Sub, and Sub hereby agrees to purchase, all such Stockholder's Common Shares at a closing sales price per Common Share equal to $5.50, or such higher price per share of Company for the Common Stock as may be offered by Sub in reported on the OfferNew York Stock Exchange ("NYSE") for the twenty day period ending on the second trading day prior to the Closing Date (the "Per Share Purchase Price, and the aggregate purchase price for all such Stockholder's Preference of the Shares at a price per Preference Share equal is referred to $20as the "PURCHASE PRICE") and, or such higher price per share upon the basis of Company Preference Stock as may be offered by Sub in the Offer. Sub's obligation to purchase is representations and warranties and subject to the following terms and conditions (which may be waived in the sole discretion of Sub): (a) Sub having accepted shares of Company Common Stock and Company Preference Stock for payment under the Offer or (b) if the Offer has been terminated for failure to satisfy the Minimum Condition (as defined in Exhibit A to the Merger Agreement), (i) all conditions to the Offer set forth in Exhibit A herein, the Purchaser agrees to purchase the Merger Agreement (other than Shares from the Minimum Condition) having been satisfied and (ii) including all shares of Company Common Stock and Company Preference Stock tendered and not withdrawn on the Closing Date at the time of termination of the Offer and all Shares to be purchased pursuant to this Agreement, the Minimum Condition would have been satisfiedPurchase Price. Notwithstanding the foregoing, no Stockholder shall if the Per Share Purchase Price as determined above would otherwise be obligated less than $2.50 or greater than $3.00, then the Per Share Purchase Price for all purposes hereunder will be deemed to sell be $2.50 or $3.00, respectively, and the parties hereto agree to effect the transaction with the Purchase Price based on such Stockholder's Shares after deemed Per Share Purchase Price. Notwithstanding the scheduled final expiration foregoing, in the event that the Company sells any shares (or securities that may be converted into or exchanged for shares) of Common Stock in an original issuance (not shares traded on the NYSE in the aftermarket) for less per share than the Per Share Purchase Price at any time during the forty-five (45) day period commencing on the Closing Date (except for shares issued pursuant to (a) stock options, (b) purchases by the Company of outstanding existing stock options, and (c) warrants outstanding as of the Offer unless date hereof) the Company shall have the obligation to promptly notify and pay the Purchaser (x) the aggregate difference between (i) the Minimum Condition was not satisfied, Per Share Purchase Price of the Shares and (ii) the per share price of such Stockholder did not tender such Stockholder's Shares into the Offer or withdrew such Shares and (iii) including all additional shares of Company the Company's Common Stock and Company Preference Stock tendered and not withdrawn (or securities that may be converted into or exchanged for shares of Common Stock) so sold, (y) multiplied by the number of Shares purchased hereunder, at the time of termination Company's option, in either cash or additional shares of the Offer and all Shares Company's Common Stock. If the Company elects to be purchased pursuant to this Agreementpay in Common Stock, the Minimum Condition would have been satisfiedCommon Stock shall be valued at the price at which the Company sells any such shares (or securities that may converted into or exchanged for shares) of Common Stock. Each Stockholder may tender such Stockholder's Shares into Such payment by the Offer and Company, whether in the purchase form of shares of Common Stock or in the form of cash, will be payable within five (5) days of such Shares pursuant to the Offer shall satisfy such Stockholder's obligation to sell such Shares and Sub's obligation to purchase such Shares under this Agreement. Subject to satisfaction or waiver of the conditions set forth in the third sentence of this paragraph, Sub shall, no later that three days in advance of such closing date, specify the place, time and date (which shall not precede the final expiration or termination of the Offer) for the closing of the purchase by Sub of such Stockholder's Sharesother sale.

Purchase and Sale of Shares. Subject to the terms and conditions herein set forth, (a) Each Stockholder hereby the Company and each Selling Shareholder agree, severally and not jointly agrees that it shall tender its Shares into jointly, to sell to each of the Offer and that it shall not withdraw any Shares so tendered (it being understood that the obligation contained in this sentence is unconditional, subject to Section 8). In addition toUnderwriters, and not in limitation each of the foregoing obligationUnderwriters agrees, each Stockholder hereby severally and not jointly agrees jointly, to sell to Subpurchase from the Company and each Selling Shareholder, and Sub hereby agrees to purchase, all such Stockholder's Common Shares at a purchase price of $11.10 per Common Share equal share, the number of Firm Shares (to $5.50, or such higher price per share be adjusted by the Representatives so as to eliminate fractional shares) determined by multiplying the aggregate number of Shares to be sold by the Company Common Stock and the Selling Shareholders as may be offered by Sub in the Offer, and all such Stockholder's Preference Shares at a price per Preference Share equal to $20, or such higher price per share of Company Preference Stock as may be offered by Sub in the Offer. Sub's obligation to purchase is subject to the following conditions (which may be waived in the sole discretion of Sub): (a) Sub having accepted shares of Company Common Stock and Company Preference Stock for payment under the Offer or (b) if the Offer has been terminated for failure to satisfy the Minimum Condition (as defined in Exhibit A to the Merger Agreement), (i) all conditions to the Offer set forth opposite their respective names in Exhibit A to Schedule II hereto by a fraction, the Merger Agreement (other than numerator of which is the Minimum Condition) having been satisfied and (ii) including all shares aggregate number of Company Common Stock and Company Preference Stock tendered and not withdrawn at the time of termination of the Offer and all Firm Shares to be purchased pursuant to this Agreementby such Underwriter as set forth opposite the name of such Underwriter in Schedule I hereto, and the Minimum Condition would have been satisfied. Notwithstanding denominator of which is the foregoing, no Stockholder shall be obligated to sell such Stockholder's Shares after the scheduled final expiration time aggregate number of the Offer unless (i) the Minimum Condition was not satisfied, (ii) such Stockholder did not tender such Stockholder's Shares into the Offer or withdrew such Shares and (iii) including all shares of Company Common Stock and Company Preference Stock tendered and not withdrawn at the time of termination of the Offer and all Firm Shares to be purchased pursuant by the Underwriters from the Company and the Selling Shareholders hereunder, and (b) in the event and to this Agreementthe extent that the Underwriters shall exercise the election to purchase Optional Shares as provided below, the Minimum Condition would have been satisfied. Each Stockholder may tender such Stockholder's Shares into Company and each of the Offer Selling Shareholders agree to sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company and each Selling Shareholder, at the purchase of such Shares pursuant to the Offer shall satisfy such Stockholder's obligation to sell such Shares and Sub's obligation to purchase such Shares under this Agreement. Subject to satisfaction or waiver of the conditions price per share set forth in the third sentence clause (a) of this paragraphSection 2, Sub shallthat portion of the number of Optional Shares as to which such election shall have been exercised (to be adjusted by the Representatives so as to eliminate fractional shares) determined by multiplying such number of Optional Shares to be sold by the Company and the Selling Shareholders by a fraction, no later the numerator of which is the maximum number of Optional Shares that three days in advance such Underwriter is entitled to purchase as set forth opposite the name of such closing date, specify Underwriter in Schedule II hereto and the place, time and date (denominator of which shall not precede is the final expiration or termination maximum number of the OfferOptional Shares that all of the Underwriters are entitled to purchase hereunder. The Company and each of the Selling Shareholders, as and to the extent indicated in Schedule I hereto, severally and not jointly, hereby grant to the Underwriters the right to purchase at their election in whole or in part from time to time up to an aggregate of 600,000 Optional Shares, at the purchase price per share set forth in clause (a) in the paragraph above, for the closing sole purpose of covering over-allotments in the sale of Firm Shares. Any such election to purchase Optional Shares shall be made in proportion to the maximum number of Optional Shares to be sold by each of the Selling Shareholders as set forth in Schedule I hereto. Any such election to purchase Optional Shares may be exercised by Sub written notice from the Representatives to the Company, given from time to time within a period of 30 calendar days after the date of this Agreement and setting forth the aggregate number of Optional Shares to be purchased and the date on which such Optional Shares are to be delivered, as determined by you but in no event earlier than the First Time of Delivery (as hereinafter defined) or, unless the Representatives and the Company otherwise agree in writing, earlier than two or later than ten business days after the date of such Stockholder's notice. In the event you elect to purchase all or a portion of the Optional Shares, the Company and each of the Selling Shareholders agree to furnish or cause to be furnished to you the certificates, letters and opinions, and to satisfy all applicable conditions, set forth in Section 7 hereof at each Subsequent Time of Delivery (as hereinafter defined).

Purchase and Sale of Shares. Subject to the terms and conditions herein set forth, (a) Each Stockholder hereby the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agree, severally and not jointly agrees that it shall tender its jointly, to purchase from the Company, at a purchase price of $_____ per share, the number of Firm Shares into set opposite the Offer name of such Underwriter in Schedule I hereto, and that it shall not withdraw any Shares so tendered (it being understood b) in the event and to the extent that the obligation contained in this sentence is unconditionalUnderwriters shall exercise the election to purchase Optional Shares as provided below, subject the Company agrees to Section 8). In addition toissue and to sell to each of the Underwriters, and not in limitation each of the foregoing obligationUnderwriters agree, each Stockholder hereby severally and not jointly agrees jointly, to sell to Subpurchase from the Company, and Sub hereby agrees to purchase, all such Stockholder's Common Shares at a price per Common Share equal to $5.50, or such higher the purchase price per share set forth in clause (a) of this Section 2, that portion of the number of Optional Shares as to which such election shall have been exercised (to be adjusted by you so as to eliminate fractional shares) determined by multiplying such number of Optional Shares by a fraction, the numerator of which is the maximum number of Optional Shares that such Underwriter is entitled to purchase as set forth opposite the name of such Underwriter in Schedule I hereto and the denominator of which is the maximum number of the Optional Shares that all of the Underwriters are entitled to purchase hereunder. The Company Common Stock as may be offered by Sub hereby grants to the Underwriters the right to purchase at its election in whole or in part from time to time up to 97,500 Optional Shares, at the Offer, and all such Stockholder's Preference Shares at a price per Preference Share equal to $20, or such higher purchase price per share of Company Preference Stock as may be offered by Sub set forth in the Offer. Sub's obligation to purchase is subject to the following conditions (which may be waived in the sole discretion of Sub): clause (a) Sub having accepted shares in the paragraph above for the sole purpose of Company Common Stock and Company Preference Stock for payment under covering over-allotments in the Offer or (b) if the Offer has been terminated for failure sale of Firm Shares. Any such election to satisfy the Minimum Condition (as defined in Exhibit A purchase Optional Shares may be exercised by written notice from you to the Merger Agreement)Company, (i) all conditions given from time to time within a period of 30 calendar days after the Offer set date of this Agreement and setting forth in Exhibit A to the Merger Agreement (other than the Minimum Condition) having been satisfied and (ii) including all shares aggregate number of Company Common Stock and Company Preference Stock tendered and not withdrawn at the time of termination of the Offer and all Optional Shares to be purchased pursuant and the date on which such Optional Shares are to this Agreementbe delivered, as determined by you but in no event earlier than the First Time of Delivery (as hereinafter defined) or, unless you and the Company otherwise agree in writing, earlier than two or later than ten business days after the date of such notice. In the event you elect to purchase all or a portion of the Optional Shares, the Minimum Condition would have been satisfied. Notwithstanding the foregoing, no Stockholder shall be obligated Company agrees to sell such Stockholder's Shares after the scheduled final expiration time of the Offer unless (i) the Minimum Condition was not satisfied, (ii) such Stockholder did not tender such Stockholder's Shares into the Offer furnish or withdrew such Shares and (iii) including all shares of Company Common Stock and Company Preference Stock tendered and not withdrawn at the time of termination of the Offer and all Shares cause to be purchased pursuant furnished to this Agreementyou the certificates, the Minimum Condition would have been satisfied. Each Stockholder may tender such Stockholder's Shares into the Offer letters and the purchase of such Shares pursuant opinions, and to the Offer shall satisfy such Stockholder's obligation to sell such Shares and Sub's obligation to purchase such Shares under this Agreement. Subject to satisfaction or waiver of the all conditions set forth in the third sentence Section 7 hereof at each Subsequent Time of this paragraph, Sub shall, no later that three days in advance of such closing date, specify the place, time and date Delivery (which shall not precede the final expiration or termination of the Offer) for the closing of the purchase by Sub of such Stockholder's Sharesas hereinafter defined).

Purchase and Sale of Shares. Subject to the terms and conditions herein set forth, (a) Each Stockholder hereby severally and not jointly agrees that it shall tender its Shares into the Offer and that it shall not withdraw any Shares so tendered (it being understood that the obligation contained in this sentence is unconditional, subject to Section 8). In addition to, and not in limitation of the foregoing obligation, each Stockholder hereby severally and not jointly Company agrees to sell to Subeach of the Underwriters, and Sub hereby agrees each of the Underwriters agrees, severally and not jointly, to purchase, all such Stockholder's Common Shares purchase from the Company at a purchase price of $____ per Common Share equal to $5.50share, or such higher price per share the number of Company Common Stock as may be offered by Sub in the Offer, and all such Stockholder's Preference Shares at a price per Preference Share equal to $20, or such higher price per share of Company Preference Stock as may be offered by Sub in the Offer. Sub's obligation to purchase is subject to the following conditions (which may be waived in the sole discretion of Sub): (a) Sub having accepted shares of Company Common Stock and Company Preference Stock for payment under the Offer or (b) if the Offer has been terminated for failure to satisfy the Minimum Condition (as defined in Exhibit A to the Merger Agreement), (i) all conditions to the Offer set forth in Exhibit A to the Merger Agreement (other than the Minimum Condition) having been satisfied and (ii) including all shares of Company Common Stock and Company Preference Stock tendered and not withdrawn at the time of termination of the Offer and all Firm Shares to be purchased pursuant by such Underwriter as set forth opposite the name of such Underwriter in Schedule I hereto and (b) in the event and to this Agreementthe extent that the Underwriters shall exercise the election to purchase Optional Shares as provided below, the Minimum Condition would Company agrees to issue and sell to each of the Underwriters, severally and not jointly, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at the purchase price per share set forth in clause (a) of this Section 2, that portion of the number of Optional Shares to be sold by the Company as to which such election shall have been satisfiedexercised (to be adjusted by you so as to eliminate fractional shares) determined by multiplying such number of Optional Shares by a fraction, the numerator of which is the maximum number of Optional Shares that such Underwriter is entitled to purchase as set forth opposite the name of such Underwriter in Schedule I hereto and the denominator of which is the maximum number of the Optional Shares that all of the Underwriters are entitled to purchase hereunder. Notwithstanding The Company hereby grants to the foregoingUnderwriters the right to purchase, no Stockholder shall at their election in whole or in part on one occasion, up to _______ Optional Shares, at the purchase price per share set forth in clause (a) in the paragraph above, for the sole purpose of covering over-allotments in the sale of Firm Shares. Any such election to purchase Optional Shares may be obligated exercised by written notice from you to sell such Stockholder's Shares the Company, given within a period of 30 calendar days after the scheduled final expiration time date of this Agreement and setting forth the Offer unless (i) the Minimum Condition was not satisfied, (ii) such Stockholder did not tender such Stockholder's Shares into the Offer or withdrew such Shares and (iii) including all shares aggregate number of Company Common Stock and Company Preference Stock tendered and not withdrawn at the time of termination of the Offer and all Optional Shares to be purchased pursuant and the date on which such Optional Shares are to this Agreementbe delivered, as determined by you but in no event earlier than the First Time of Delivery (as hereinafter defined) or, unless you and the Company otherwise agree in writing, earlier than two or later than ten business days after the date of such notice. In the event you elect to purchase all or a portion of the Optional Shares, the Minimum Condition would have been satisfied. Each Stockholder may tender such Stockholder's Shares into Company agrees to furnish or cause to be furnished to you the Offer certificates, letters and the purchase of such Shares pursuant opinions, and to the Offer shall satisfy such Stockholder's obligation to sell such Shares and Sub's obligation to purchase such Shares under this Agreement. Subject to satisfaction or waiver of the conditions all conditions, set forth in Section 7 hereof at the third sentence Subsequent Time of this paragraph, Sub shall, no later that three days in advance of such closing date, specify the place, time and date Delivery (which shall not precede the final expiration or termination of the Offer) for the closing of the purchase by Sub of such Stockholder's Sharesas hereinafter defined).

Purchase and Sale of Shares. Subject to the terms and conditions herein set forth, (ai) Each Stockholder hereby severally and not jointly agrees that it shall tender its Shares into the Offer and that it shall not withdraw any Shares so tendered (it being understood that the obligation contained in this sentence is unconditional, subject to Section 8). In addition to, and not in limitation of the foregoing obligation, each Stockholder hereby severally and not jointly Company agrees to sell to Subeach of the Underwriters, and Sub hereby agrees each of the Underwriters agrees, severally and not jointly, to purchasepurchase from the Company, all such Stockholder's Common Shares at a purchase price of $_______ per Common Share equal share, the number of the Company Firm Shares set forth opposite the name of each Underwriter on Schedule I, (ii) the Selling Shareholders severally and not jointly, agree to $5.50sell to the Underwriters, or such higher and each of the Underwriters agrees, severally and not jointly, to purchase from the Selling Shareholders, at the purchase price per share set forth in clause (i) of this Section 2, the number of Shareholder Firm Shares set forth opposite the names of each Underwriter on Schedule I hereto. The Company Common Stock as may be offered by Sub and the Selling Shareholders hereby grant to the Underwriters the right to purchase at their election in the Offer, and all such Stockholder's Preference whole or in part up to 960,000 Optional Shares at a price per Preference Share equal to $20, or such higher the purchase price per share of Company Preference Stock as may be offered by Sub set forth in the Offer. Sub's obligation to purchase is subject to the following conditions (which may be waived in the sole discretion of Sub): (a) Sub having accepted shares of Company Common Stock and Company Preference Stock for payment under the Offer or (b) if the Offer has been terminated for failure to satisfy the Minimum Condition (as defined in Exhibit A to the Merger Agreement), clause (i) all conditions to in the Offer set forth paragraph above for the sole purpose of covering over-allotments in Exhibit A to the Merger Agreement (other than sale of Firm Shares. If the Minimum Condition) having been satisfied and (ii) including all shares option granted hereby is exercised in part, then the respective number of Company Common Stock and Company Preference Stock tendered and not withdrawn at the time of termination of the Offer and all Optional Shares to be purchased pursuant by each of the Underwriters shall be determined by multiplying the total number of Optional Shares as to this Agreementwhich such election shall have been exercised by the Underwriters by a fraction, the Minimum Condition would have been satisfiednumerator of which is the maximum number of Optional Shares such Underwriter is entitled to purchase as set forth opposite the name of such Underwriter in Schedule I hereto and the denominator of which is the maximum number of Optional Shares that all Underwriters are entitled to purchase hereunder (with the resulting number to be adjusted by the Underwriters so as to eliminate fractional shares). Notwithstanding Any such election to purchase Optional Shares may be exercised by written notice from the foregoingUnderwriters to the Company, no Stockholder shall be obligated to sell such Stockholder's Shares given within a period of 30 calendar days after the scheduled final expiration time date of this Agreement and setting forth the Offer unless (i) the Minimum Condition was not satisfied, (ii) such Stockholder did not tender such Stockholder's Shares into the Offer or withdrew such Shares and (iii) including all shares aggregate number of Company Common Stock and Company Preference Stock tendered and not withdrawn at the time of termination of the Offer and all Optional Shares to be purchased pursuant and the date on which such Optional Shares are to this Agreementbe delivered, as determined by the Underwriters but in no event earlier than the First Time of Delivery or, unless the Underwriters and the Company otherwise agree, to furnish or cause to be furnished to the Underwriters the certificates, letters and opinions, and to satisfy all conditions, set forth in Section 6 hereof at the Subsequent Time of Delivery. After the Registration Statement becomes effective, the Minimum Condition would have been satisfied. Each Stockholder may tender such Stockholder's several Underwriters intend to offer the Shares into the Offer and the purchase of such Shares pursuant to the Offer shall satisfy such Stockholder's obligation to sell such Shares and Sub's obligation to purchase such Shares under this Agreement. Subject to satisfaction or waiver of the conditions public as set forth in the third sentence of this paragraph, Sub shall, no later that three days in advance of such closing date, specify the place, time and date (which shall not precede the final expiration or termination of the Offer) for the closing of the purchase by Sub of such Stockholder's SharesProspectus.

Purchase and Sale of Shares. Subject to the terms and conditions herein set forth, (a) Each Stockholder hereby severally and not jointly agrees that it shall tender its Shares into the Offer and that it shall not withdraw any Shares so tendered (it being understood that the obligation contained in this sentence is unconditional, subject to Section 8). In addition to, and not in limitation of the foregoing obligation, each Stockholder hereby severally and not jointly Company agrees to sell to Subeach of the Underwriters, and Sub hereby agrees each of the Underwriters agrees, severally and not jointly, to purchase, all such Stockholder's Common Shares purchase from the Company at a purchase price of $_____ per Common Share equal share, the number of Firm Shares (to $5.50be adjusted by you so as to eliminate fractional shares) determined by multiplying the aggregate number of Firm Shares to be sold by the Company by a fraction, or such higher price per share the numerator of Company Common Stock as may be offered by Sub in which is the Offer, and all such Stockholder's Preference Shares at a price per Preference Share equal to $20, or such higher price per share aggregate number of Company Preference Stock as may be offered by Sub in the Offer. Sub's obligation to purchase is subject to the following conditions (which may be waived in the sole discretion of Sub): (a) Sub having accepted shares of Company Common Stock and Company Preference Stock for payment under the Offer or (b) if the Offer has been terminated for failure to satisfy the Minimum Condition (as defined in Exhibit A to the Merger Agreement), (i) all conditions to the Offer set forth in Exhibit A to the Merger Agreement (other than the Minimum Condition) having been satisfied and (ii) including all shares of Company Common Stock and Company Preference Stock tendered and not withdrawn at the time of termination of the Offer and all Firm Shares to be purchased pursuant to this Agreementby such Underwriter as set forth opposite the name of such Underwriter in Schedule I hereto, and the Minimum Condition would have been satisfied. Notwithstanding denominator of which is the foregoing, no Stockholder shall be obligated to sell such Stockholder's Shares after the scheduled final expiration time aggregate number of the Offer unless (i) the Minimum Condition was not satisfied, (ii) such Stockholder did not tender such Stockholder's Shares into the Offer or withdrew such Shares and (iii) including all shares of Company Common Stock and Company Preference Stock tendered and not withdrawn at the time of termination of the Offer and all Firm Shares to be purchased pursuant by the Underwriters from the Company and (b) in the event and to this Agreementthe extent that the Underwriters shall exercise the election to purchase Optional Shares as provided below, the Minimum Condition would have been satisfied. Each Stockholder may tender such Stockholder's Shares into Company agrees to issue and sell to each of the Offer Underwriters and the purchase of such Shares pursuant to the Offer shall satisfy such Stockholder's obligation Selling Shareholder agrees to sell such Shares to each of the Underwriters, and Sub's obligation each of the Underwriters agrees, severally and not jointly, to purchase such Shares under this Agreement. Subject to satisfaction or waiver of from the conditions Company and the Selling Shareholder, at the purchase price per share set forth in the third sentence clause (a) of this paragraphSection 2, Sub shallthat portion of the number of Optional Shares to be sold by the Company and the Selling Shareholder as set forth opposite their respective names in Schedule II hereto as to which such election shall have been exercised (to be adjusted by you so as to eliminate fractional shares) determined by multiplying such number of Optional Shares by a fraction, no later the numerator of which is the maximum number of Optional Shares that three days in advance such Underwriter is entitled to purchase as set forth opposite the name of such closing date, specify Underwriter in Schedule I hereto and the place, time and date (denominator of which shall not precede is the final expiration or termination maximum number of the OfferOptional Shares that all of the Underwriters are entitled to purchase hereunder. The Company and the Selling Shareholder hereby grant to the Underwriters the right to purchase, at the Underwriters' election in whole or in part at the First Time of Delivery (as hereinafter defined) and/or one time thereafter, up to a total of 135,000 and 135,000 Optional Shares, respectively, at the purchase price per share set forth in clause (a) in the paragraph above, for the closing sole purpose of covering over-allotments in the sale of Firm Shares. Any such election to purchase Optional Shares may be exercised by written notice from you to the Company and the Selling Shareholder, given within two business days after the date of this Agreement with respect to any Optional Shares to be purchased at the First Time of Delivery and within a period of 30 calendar days after the date of this Agreement with respect to any Optional Shares to be purchased other than at the First Time of Delivery and setting forth the aggregate number of Optional Shares to be purchased and the date on which such Optional Shares are to be delivered, as determined by you but in no event earlier than the First Time of Delivery or, unless you, the Company and the Selling Shareholder otherwise agree in writing, earlier than two or later than ten business days after the date of such notice. In the event you elect to purchase all or a portion of the purchase by Sub Optional Shares, the Company and the Selling Shareholder agree to furnish or cause to be furnished to you the certificates, letters and opinions, and to satisfy all conditions, set forth in Section 7 hereof at each Subsequent Time of such Stockholder's SharesDelivery (as hereinafter defined).

Purchase and Sale of Shares. Subject to the terms and conditions herein set forth, (a) Each Stockholder hereby the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agree, severally and not jointly agrees that it shall tender its Shares into the Offer and that it shall not withdraw any Shares so tendered (it being understood that the obligation contained in this sentence is unconditionaljointly, subject to Section 8). In addition to, and not in limitation of the foregoing obligation, each Stockholder hereby severally and not jointly agrees to sell to Sub, and Sub hereby agrees to purchase, all such Stockholder's Common Shares at a price per Common Share equal to $5.50, or such higher price per share of Company Common Stock as may be offered by Sub in the Offer, and all such Stockholder's Preference Shares at a price per Preference Share equal to $20, or such higher price per share of Company Preference Stock as may be offered by Sub in the Offer. Sub's obligation to purchase is subject to from the Company the number of Firm Shares set opposite the name of such Underwriter in Schedule 1 hereto, at the following conditions (which may be waived in the sole discretion of Sub): (a) Sub having accepted shares of Company Common Stock and Company Preference Stock for payment under the Offer or (b) if the Offer has been terminated for failure to satisfy the Minimum Condition (as defined in Exhibit A to the Merger Agreement), purchase prices: (i) all conditions with respect to the Offer set forth Firm Shares not purchased by the Company's directors and executive officers, as described in Exhibit A to the Merger Agreement (other than the Minimum Conditionii) having been satisfied below, at a purchase price of $9.25 per share, and (ii) including all shares with respect to the Firm Shares purchased by the Company's directors and executive officers, but only up to a maximum of 300,000 Firm Shares, at a purchase price of $9.65 per share, (b) in the event and to the extent that the Underwriters shall exercise the election to purchase Optional Shares as provided below, the Company Common Stock agrees to issue and Company Preference Stock tendered to sell to each of the Underwriters, and each of the Underwriters agree, severally and not withdrawn jointly, to purchase from the Company, at a purchase price of $9.25 per share, that portion of the number of Optional Shares as to which such election shall have been exercised (to be adjusted by you so as to eliminate fractional shares) determined by multiplying such number of Optional Shares by a fraction, the numerator of which is the maximum number of Optional Shares that such Underwriter is entitled to purchase as set forth opposite the name of such Underwriter in Schedule I hereto and the denominator of which is the maximum number of the Optional Shares that all of the Underwriters are entitled to purchase hereunder. The Company hereby grants to the Underwriters the right to purchase at its election in whole or in part from time to time up to 150,000 Optional Shares, at the purchase price of $9.25 per share for the sole purpose of covering over-allotments in the sale of Firm Shares. Any such election to purchase Optional Shares may be exercised by written notice from you to the Company, given from time to time within a period of termination 30 calendar days after the date of this Agreement and setting forth the Offer and all aggregate number of Optional Shares to be purchased pursuant and the date on which such Optional Shares are to this Agreementbe delivered, as determined by you but in no event earlier than the First Time of Delivery (as hereinafter defined) or, unless you and the Company otherwise agree in writing, earlier than two or later than ten business days after the date of such notice. In the event you elect to purchase all or a portion of the Optional Shares, the Minimum Condition would have been satisfied. Notwithstanding the foregoing, no Stockholder shall be obligated Company agrees to sell such Stockholder's Shares after the scheduled final expiration time of the Offer unless (i) the Minimum Condition was not satisfied, (ii) such Stockholder did not tender such Stockholder's Shares into the Offer furnish or withdrew such Shares and (iii) including all shares of Company Common Stock and Company Preference Stock tendered and not withdrawn at the time of termination of the Offer and all Shares cause to be purchased pursuant furnished to this Agreementyou the certificates, the Minimum Condition would have been satisfied. Each Stockholder may tender such Stockholder's Shares into the Offer letters and the purchase of such Shares pursuant opinions, and to the Offer shall satisfy such Stockholder's obligation to sell such Shares and Sub's obligation to purchase such Shares under this Agreement. Subject to satisfaction or waiver of the all conditions set forth in the third sentence Section 7 hereof at each Subsequent Time of this paragraph, Sub shall, no later that three days in advance of such closing date, specify the place, time and date Delivery (which shall not precede the final expiration or termination of the Offer) for the closing of the purchase by Sub of such Stockholder's Sharesas hereinafter defined).

Purchase and Sale of Shares. (a) Each Stockholder hereby Subject to the terms and conditions herein set forth, the Company agrees to issue and sell an aggregate of 2,250,000 Firm Shares, and each of the Underwriters agrees, severally and not jointly agrees that it shall tender its jointly, to purchase at a purchase price of $_______ per share, the number of Firm Shares into set forth opposite the Offer name of such Underwriter in SCHEDULE I hereto. In the event and that it shall not withdraw any Shares so tendered (it being understood to the extent that the obligation contained Underwriters shall exercise the election to purchase Optional Shares as provided below, the Selling Shareholders agree to issue and sell to each of the Underwriters the aggregate number of Optional Shares set forth opposite such Selling Shareholder's name in this sentence is unconditional, subject to Section 8). In addition toSCHEDULE II hereto, and not in limitation each of the foregoing obligationUnderwriters agrees, each Stockholder hereby severally and not jointly agrees jointly, to sell to Subpurchase from the Selling Shareholders, and Sub hereby agrees to purchase, all such Stockholder's Common Shares at a price per Common Share equal to $5.50, or such higher the purchase price per share of Company Common Stock as may be offered by Sub set forth in the Offerimmediately preceding sentence, that portion of the number of Optional Shares as to which such election shall have been exercised (to be adjusted by you so as to eliminate fractional shares) determined by multiplying such number of Optional Shares by a fraction, the numerator of which is the maximum number of Optional Shares that such Underwriter is entitled to purchase as set forth opposite the name of such Underwriter in SCHEDULE I hereto and the denominator of which is the maximum number of the Optional Shares that all such Stockholder's Preference of the Underwriters are entitled to purchase hereunder. The Selling Shareholders hereby grant to the Underwriters the right to purchase at their election in whole or in part from time to time up to 337,500 Optional Shares at a price per Preference Share equal to $20, or such higher the purchase price per share of Company Preference Stock as may be offered by Sub in the Offer. Sub's obligation to purchase is subject to the following conditions (which may be waived in the sole discretion of Sub): (a) Sub having accepted shares of Company Common Stock and Company Preference Stock for payment under the Offer or (b) if the Offer has been terminated for failure to satisfy the Minimum Condition (as defined in Exhibit A to the Merger Agreement), (i) all conditions to the Offer set forth in Exhibit A the paragraph above, for the sole purpose of covering over-allotments in the sale of Firm Shares. Any such election to purchase Optional Shares may be exercised by written or telegraphic notice from you to the Merger Company and the Selling Shareholders, given from time to time within a period of 30 calendar days after the date of this Agreement (other than and setting forth the Minimum Condition) having been satisfied and (ii) including all shares aggregate number of Company Common Stock and Company Preference Stock tendered and not withdrawn at the time of termination of the Offer and all Optional Shares to be purchased pursuant and the date on which such Optional Shares are to this Agreementbe delivered, as determined by you but in no event earlier than the First Time of Delivery (as hereinafter defined) or, unless you and the Selling Shareholders otherwise agree in writing, earlier than two or later than ten business days after the date of such notice. In the event you elect to purchase all or a portion of the Optional Shares, the Minimum Condition would have been satisfiedCompany and the Selling Shareholders agree to furnish or cause to be furnished to you the certificates, letters and opinions, and to satisfy all conditions, set forth in Section 8 hereof at each Subsequent Time of Delivery (as hereinafter defined). Notwithstanding In the foregoing, no Stockholder shall be obligated event you elect to sell such Stockholder's Shares after the scheduled final expiration time purchase less than all of the Offer unless (i) 337,500 Optional Shares, the Minimum Condition was not satisfied, (ii) such Stockholder did not tender such Stockholder's Shares into the Offer or withdrew such Shares and (iii) including all shares number of Company Common Stock and Company Preference Stock tendered and not withdrawn at the time of termination of the Offer and all Optional Shares to be purchased pursuant from and sold by each Selling Shareholder shall be, as nearly as practicable, in the respective proportions to this Agreement, which the Minimum Condition would have been satisfied. Each Stockholder may tender such Stockholder's Shares into the Offer and the purchase of such Shares pursuant total shares to be sold by each Selling Shareholder bears to the Offer shall satisfy such Stockholder's obligation total number of shares to sell such Shares and Sub's obligation to purchase such Shares under this Agreement. Subject to satisfaction or waiver of the conditions set forth in the third sentence of this paragraph, Sub shall, no later that three days in advance of such closing date, specify the place, time and date (which shall not precede the final expiration or termination of the Offer) for the closing of the purchase be sold by Sub of such Stockholder's Sharesall Selling Shareholders.

Purchase and Sale of Shares. Subject to the terms and conditions herein set forth, (a) Each Stockholder hereby the Company and each Selling Shareholder agree, severally and not jointly agrees that it shall tender its Shares into jointly, to sell to each of the Offer and that it shall not withdraw any Shares so tendered (it being understood that the obligation contained in this sentence is unconditional, subject to Section 8). In addition toUnderwriters, and not in limitation each of the foregoing obligationUnderwriters agrees, each Stockholder hereby severally and not jointly agrees jointly, to sell to Subpurchase from the Company and each Selling Shareholder, and Sub hereby agrees to purchase, all such Stockholder's Common Shares at a purchase price of $_________ per Common Share equal share, the number of Firm Shares (to $5.50, or such higher price per share be adjusted by the Representatives so as to eliminate fractional shares) determined by multiplying the aggregate number of Shares to be sold by the Company Common Stock and the Selling Shareholders as may be offered by Sub in the Offer, and all such Stockholder's Preference Shares at a price per Preference Share equal to $20, or such higher price per share of Company Preference Stock as may be offered by Sub in the Offer. Sub's obligation to purchase is subject to the following conditions (which may be waived in the sole discretion of Sub): (a) Sub having accepted shares of Company Common Stock and Company Preference Stock for payment under the Offer or (b) if the Offer has been terminated for failure to satisfy the Minimum Condition (as defined in Exhibit A to the Merger Agreement), (i) all conditions to the Offer set forth opposite their respective names in Exhibit A to Schedule II hereto by a fraction, the Merger Agreement (other than numerator of which is the Minimum Condition) having been satisfied and (ii) including all shares aggregate number of Company Common Stock and Company Preference Stock tendered and not withdrawn at the time of termination of the Offer and all Firm Shares to be purchased pursuant to this Agreementby such Underwriter as set forth opposite the name of such Underwriter in Schedule I hereto, and the Minimum Condition would have been satisfied. Notwithstanding denominator of which is the foregoing, no Stockholder shall be obligated to sell such Stockholder's Shares after the scheduled final expiration time aggregate number of the Offer unless (i) the Minimum Condition was not satisfied, (ii) such Stockholder did not tender such Stockholder's Shares into the Offer or withdrew such Shares and (iii) including all shares of Company Common Stock and Company Preference Stock tendered and not withdrawn at the time of termination of the Offer and all Firm Shares to be purchased pursuant by the Underwriters from the Company and the Selling Shareholders hereunder, and (b) in the event and to this Agreementthe extent that the Underwriters shall exercise the election to purchase Optional Shares as provided below, the Minimum Condition would have been satisfied. Each Stockholder may tender such Stockholder's Shares into Company and each of the Offer Selling Shareholders agree to sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company and each Selling Shareholder, at the purchase of such Shares pursuant to the Offer shall satisfy such Stockholder's obligation to sell such Shares and Sub's obligation to purchase such Shares under this Agreement. Subject to satisfaction or waiver of the conditions price per share set forth in the third sentence clause (a) of this paragraphSection 2, Sub shallthat portion of the number of Optional Shares as to which such election shall have been exercised (to be adjusted by the Representatives so as to eliminate fractional shares) determined by multiplying such number of Optional Shares to be sold by the Company and the Selling Shareholders by a fraction, no later the numerator of which is the maximum number of Optional Shares that three days in advance such Underwriter is entitled to purchase as set forth opposite the name of such closing date, specify Underwriter in Schedule II hereto and the place, time and date (denominator of which shall not precede is the final expiration or termination maximum number of the OfferOptional Shares that all of the Underwriters are entitled to purchase hereunder. The Company and each of the Selling Shareholders, as and to the extent indicated in Schedule I hereto, severally and not jointly, hereby grant to the Underwriters the right to purchase at their election in whole or in part from time to time up to an aggregate of 1,164,000 Optional Shares, at the purchase price per share set forth in clause (a) in the paragraph above, for the closing sole purpose of covering over-allotments in the sale of Firm Shares. Any such election to purchase Optional Shares shall be made in proportion to the maximum number of Optional Shares to be sold by each of the Selling Shareholders as set forth in Schedule I hereto. Any such election to purchase Optional Shares may be exercised by Sub written notice from the Representatives to the Company, given from time to time within a period of such Stockholder's Shares.30 calendar days after the date

Purchase and Sale of Shares. Subject to the terms and conditions herein set forth, (a) Each Stockholder hereby the Company and each Selling Shareholder agree, severally and not jointly agrees that it shall tender its Shares into jointly, to sell to each of the Offer and that it shall not withdraw any Shares so tendered (it being understood that the obligation contained in this sentence is unconditional, subject to Section 8). In addition toUnderwriters, and not in limitation each of the foregoing obligationUnderwriters agrees, each Stockholder hereby severally and not jointly agrees jointly, to sell to Subpurchase from the Company and each Selling Shareholder, and Sub hereby agrees to purchase, all such Stockholder's Common Shares at a purchase price of $________ per Common Share equal share, the number of Firm Shares (to $5.50, or such higher price per share be adjusted by you so as to eliminate fractional shares) determined by multiplying the aggregate number of Shares to be sold by the Company Common Stock and the Selling Shareholders as may be offered by Sub in the Offer, and all such Stockholder's Preference Shares at a price per Preference Share equal to $20, or such higher price per share of Company Preference Stock as may be offered by Sub in the Offer. Sub's obligation to purchase is subject to the following conditions (which may be waived in the sole discretion of Sub): (a) Sub having accepted shares of Company Common Stock and Company Preference Stock for payment under the Offer or (b) if the Offer has been terminated for failure to satisfy the Minimum Condition (as defined in Exhibit A to the Merger Agreement), (i) all conditions to the Offer set forth opposite their respective names in Exhibit A to Schedule II hereto by a fraction, the Merger Agreement (other than numerator of which is the Minimum Condition) having been satisfied and (ii) including all shares aggregate number of Company Common Stock and Company Preference Stock tendered and not withdrawn at the time of termination of the Offer and all Firm Shares to be purchased pursuant to this Agreementby such Underwriter as set forth opposite the name of such Underwriter in Schedule I hereto, and the Minimum Condition would have been satisfied. Notwithstanding denominator of which is the foregoing, no Stockholder shall be obligated to sell such Stockholder's Shares after the scheduled final expiration time aggregate number of the Offer unless (i) the Minimum Condition was not satisfied, (ii) such Stockholder did not tender such Stockholder's Shares into the Offer or withdrew such Shares and (iii) including all shares of Company Common Stock and Company Preference Stock tendered and not withdrawn at the time of termination of the Offer and all Firm Shares to be purchased pursuant by the Underwriters from the Company and the Selling Shareholders hereunder and (b) in the event and to this Agreementthe extent that the Underwriters shall exercise the election to purchase Optional Shares as provided below, the Minimum Condition would Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at the purchase price per share set forth in clause (a) of this Section 2, that portion of the number of Optional Shares as to which such election shall have been satisfied. Each Stockholder may tender exercised (to be adjusted by you so as to eliminate fractional shares) determined by multiplying such Stockholder's number of Optional Shares into by a fraction, the Offer numerator of which is the maximum number of Optional Shares that such Underwriter is entitled to purchase as set forth opposite the name of such Underwriter in Schedule I hereto and the purchase denominator of such which is the maximum number of the Optional Shares pursuant to that all of the Offer shall satisfy such Stockholder's obligation to sell such Shares and Sub's obligation Underwriters are entitled to purchase such Shares under this Agreementhereunder. Subject to satisfaction the terms and conditions herein set forth, the Company hereby grants to the Underwriters the right to purchase at their election in whole or waiver of in part from time to time up to 667,223 Optional Shares, at the conditions purchase price per share set forth in clause (a) in the third sentence paragraph above, for the sole purpose of covering over-allotments in the sale of Firm Shares. Any such election to purchase Optional Shares may be exercised by written notice from you to the Company, given from time to time within a period of 30 calendar days after the date of this paragraphAgreement and setting forth the aggregate number of Optional Shares to be purchased and the date on which such Optional Shares are to be delivered, Sub shallas determined by you, but in no event earlier than the First Time of Delivery (as hereinafter defined) or, unless you and the Company otherwise agree in writing, earlier than two or later that three than ten business days in advance after the date of such closing datenotice (i.e. on a "T+3" basis in accordance with the Act and the Securities Exchange Act of 1934, specify as amended (the place, time and date (which shall not precede "Exchange Act")). In the final expiration event you elect to purchase all or termination a portion of the Offer) for Optional Shares, the closing Company agrees to furnish or cause to be furnished to you the certificates, letters and opinions, and to satisfy all conditions, set forth in Section 7 hereof at each Subsequent Time of the purchase by Sub of such Stockholder's SharesDelivery (as hereinafter defined).

Purchase and Sale of Shares. Subject to the terms and conditions herein set forth, (a) Each Stockholder hereby severally the Company agrees to issue and not jointly sell to the Underwriter, and the Underwriter agrees that it shall tender its Shares into to purchase from the Offer Company, at a purchase price of $14.25 per share, 300,000 Firm Shares, and that it shall not withdraw any Shares so tendered (it being understood b) in the event and to the extent that the obligation contained in this sentence is unconditionalUnderwriter shall exercise the election to purchase Optional Shares as provided below, subject the Company agrees to Section 8). In addition to, issue and not in limitation of the foregoing obligation, each Stockholder hereby severally and not jointly agrees to sell to Subthe Underwriter, and Sub hereby the Underwriter agrees to purchasepurchase from the Company, all such Stockholder's Common Shares at a price per Common Share equal to $5.50, or such higher the purchase price per share set forth in clause (a) of this Section 2, the number of Optional Shares as to which such election shall have been exercised. The Company Common Stock as may be offered by Sub hereby grants to the Underwriter the right to purchase at its election in whole or in part from time to time up to 45,000 Optional Shares, at the Offer, and all such Stockholder's Preference Shares at a price per Preference Share equal to $20, or such higher purchase price per share of Company Preference Stock as may be offered by Sub set forth in the Offer. Sub's obligation to purchase is subject to the following conditions (which may be waived in the sole discretion of Sub): clause (a) Sub having accepted shares in the paragraph above for the sole purpose of Company Common Stock and Company Preference Stock for payment under covering over-allotments in the Offer or (b) if the Offer has been terminated for failure sale of Firm Shares. Any such election to satisfy the Minimum Condition (as defined in Exhibit A purchase Optional Shares may be exercised by written notice from you to the Merger Agreement)Company, (i) all conditions given from time to time within a period of 30 calendar days after the Offer set date of this Agreement and setting forth in Exhibit A to the Merger Agreement (other than the Minimum Condition) having been satisfied and (ii) including all shares aggregate number of Company Common Stock and Company Preference Stock tendered and not withdrawn at the time of termination of the Offer and all Optional Shares to be purchased pursuant and the date on which such Optional Shares are to this Agreementbe delivered, as determined by you but in no event earlier than the First Time of Delivery (as hereinafter defined) or, unless you and the Company otherwise agree in writing, earlier than two or later than ten business days after the date of such notice. In the event you elect to purchase all or a portion of the Optional Shares, the Minimum Condition would have been satisfied. Notwithstanding the foregoing, no Stockholder shall be obligated Company agrees to sell such Stockholder's Shares after the scheduled final expiration time of the Offer unless (i) the Minimum Condition was not satisfied, (ii) such Stockholder did not tender such Stockholder's Shares into the Offer furnish or withdrew such Shares and (iii) including all shares of Company Common Stock and Company Preference Stock tendered and not withdrawn at the time of termination of the Offer and all Shares cause to be purchased pursuant furnished to this Agreementyou the certificates, the Minimum Condition would have been satisfied. Each Stockholder may tender such Stockholder's Shares into the Offer letters and the purchase of such Shares pursuant opinions, and to the Offer shall satisfy such Stockholder's obligation to sell such Shares and Sub's obligation to purchase such Shares under this Agreement. Subject to satisfaction or waiver of the all conditions set forth in the third sentence Section 7 hereof at each Subsequent Time of this paragraph, Sub shall, no later that three days in advance of such closing date, specify the place, time and date Delivery (which shall not precede the final expiration or termination of the Offer) for the closing of the purchase by Sub of such Stockholder's Sharesas hereinafter defined).

Purchase and Sale of Shares. (a) Each Stockholder hereby severally and not jointly agrees that it shall tender its Shares into the Offer and that it shall not withdraw any Shares so tendered (it being understood that the obligation contained in this sentence is unconditional, subject to Section 8). In addition toconsideration of, and not in limitation express reliance upon the representations, warranties, terms and conditions of the foregoing obligation, each Stockholder hereby severally and not jointly agrees to sell to Sub, and Sub hereby agrees to purchase, all such Stockholder's Common Shares at a price per Common Share equal to $5.50, or such higher price per share of Company Common Stock as may be offered by Sub in the Offer, and all such Stockholder's Preference Shares at a price per Preference Share equal to $20, or such higher price per share of Company Preference Stock as may be offered by Sub in the Offer. Sub's obligation to purchase is subject to the following conditions (which may be waived in the sole discretion of Sub): (a) Sub having accepted shares of Company Common Stock and Company Preference Stock for payment under the Offer or (b) if the Offer has been terminated for failure to satisfy the Minimum Condition (as defined in Exhibit A to the Merger Agreement), (i) all conditions to the Offer set forth in Exhibit A to the Merger Agreement (other than the Minimum Condition) having been satisfied and (ii) including all shares of Company Common Stock and Company Preference Stock tendered and not withdrawn at the time of termination of the Offer and all Shares to be purchased pursuant to this Agreement, the Minimum Condition would have been satisfied. Notwithstanding Purchaser agrees to purchase from the foregoingCompany, no Stockholder and the Company agrees to issue and sell to the Purchaser, that number of shares of the Registered Stock (the “Shares”) in exchange for the payment of an aggregate purchase price of $ (the “Purchase Price”), to be paid by check or wire transfer in immediately available funds made payable to the order of the Company or cancellation or conversion of indebtedness, calculated as follows: the number of Shares that the Company shall deliver to the Purchaser in exchange for the Purchase Price shall be obligated equal to sell the Purchase Price divided by product of the average Volume Weighted Average Price (as defined below) per share of the Common Stock for the five Trading Days prior to the Effective Date (as defined below) multiplied by 85%. For purposes of this Agreement, “Volume Weighted Average Price” per share of the Common Stock means the volume weighted average price of the common stock of the Company during any Trading Day as reported in the “pink sheets” through the Interdealer Trading Quotation System; provided, if such Stockholder's Shares security is not traded on the over the counter market via the pink sheets, then the volume weighted average price on the NASDAQ OTCBB; provided further, that, if such security is not listed or admitted to trading on the NASDAQ OTCBB, as reported on the principal national security exchange or quotation system on which such security is quoted or listed or admitted to trading, or, if not quoted or listed or admitted to trading on any national securities exchange or quotation system, the volume weighted average price of the common stock of the Company during any Trading Day on the over-the-counter market as reported by Bloomberg LP or a similar generally accepted reporting service, as the case may be. For the purposes of this Agreement, the “Effective Date” shall mean that date on which the Company files the applicable Form 424 filing with the United States Securities and Exchange Commission pursuant to Rule 424 promulgated under the Securities Act of 1933, as amended, provided however, that if such filing is made after 2 p.m. EST, the Effective Date shall be the next Trading Day (as defined below) after the scheduled final expiration time date that such filing is made. For the purposes of the Offer unless this Agreement, “Trading Day” means any day on which (i) purchases and sales of securities on the Minimum Condition was principal national security exchange or quotation system on which the Common Stock is traded are reported thereon, or, if not satisfiedquoted or listed or admitted to trading on any national securities exchange or quotation system, as reported by Bloomberg LP or a similar generally accepted reporting service, as the case may be, (ii) such Stockholder did not tender such Stockholder's Shares into at least one bid for the Offer or withdrew such Shares trading of Common Stock is reported and (iii) including all shares no event that results in a material suspension or limitation of Company trading of the Common Stock and Company Preference Stock tendered and not withdrawn at the time occurs. For purposes of termination illustration of the Offer and all Shares to be purchased pursuant to this Agreement, the Minimum Condition would have been satisfied. Each Stockholder may tender such Stockholder's Shares into the Offer and the purchase of such Shares pursuant to the Offer shall satisfy such Stockholder's obligation to sell such Shares and Sub's obligation to purchase such Shares under this Agreement. Subject to satisfaction or waiver of the conditions calculations set forth in this Section 1.1 only, if upon the third sentence delivery by Purchaser of this paragrapha Purchase Price equal to $10,000 to the Company, Sub shall, no later that three days in advance of such closing date, specify the place, time and date (which shall not precede the final expiration or termination average of the Offer) Volume Weighted Average Price per share of the Common Stock for the closing five Trading Days prior to the Effective Date equaled $0.20, the Company would deliver ($10,000/($0.20 x 85%) = 58,824) 58,824 shares of the purchase by Sub of such Stockholder's SharesCommon Stock to the Purchaser.

Purchase and Sale of Shares. Subject to the terms and conditions herein set forth, (a) Each Stockholder hereby severally and not jointly agrees that it shall tender its Shares into the Offer and that it shall not withdraw any Shares so tendered (it being understood that the obligation contained in this sentence is unconditional, subject to Section 8). In addition to, and not in limitation of the foregoing obligation, each Stockholder hereby severally and not jointly Company agrees to sell to Subeach of the Underwriters, and Sub hereby agrees each of the Underwriters agrees, severally and not jointly, to purchase, all such Stockholder's Common Shares purchase from the Company at a purchase price of $______ per Common Share equal share, the number of Firm Shares (to $5.50be adjusted by you so as to eliminate fractional shares) determined by multiplying the aggregate number of Firm Shares to be sold by the Company by a fraction, or such higher price per share the numerator of Company Common Stock as may be offered by Sub in which is the Offer, and all such Stockholder's Preference Shares at a price per Preference Share equal to $20, or such higher price per share aggregate number of Company Preference Stock as may be offered by Sub in the Offer. Sub's obligation to purchase is subject to the following conditions (which may be waived in the sole discretion of Sub): (a) Sub having accepted shares of Company Common Stock and Company Preference Stock for payment under the Offer or (b) if the Offer has been terminated for failure to satisfy the Minimum Condition (as defined in Exhibit A to the Merger Agreement), (i) all conditions to the Offer set forth in Exhibit A to the Merger Agreement (other than the Minimum Condition) having been satisfied and (ii) including all shares of Company Common Stock and Company Preference Stock tendered and not withdrawn at the time of termination of the Offer and all Firm Shares to be purchased pursuant to this Agreementby such Underwriter as set forth opposite the name of such Underwriter in Schedule I hereto, and the Minimum Condition would have been satisfied. Notwithstanding denominator of which is the foregoing, no Stockholder shall be obligated to sell such Stockholder's Shares after the scheduled final expiration time aggregate number of the Offer unless (i) the Minimum Condition was not satisfied, (ii) such Stockholder did not tender such Stockholder's Shares into the Offer or withdrew such Shares and (iii) including all shares of Company Common Stock and Company Preference Stock tendered and not withdrawn at the time of termination of the Offer and all Firm Shares to be purchased pursuant by the Underwriters from the Company hereunder and (b) in the event and to this Agreementthe extent that the Underwriters shall exercise the election to purchase Optional Shares as provided below, the Minimum Condition would have been satisfied. Each Stockholder may tender such Stockholder's Shares into Company agrees to issue and sell to each of the Offer Underwriters, severally and not jointly, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at the purchase of such Shares pursuant to the Offer shall satisfy such Stockholder's obligation to sell such Shares and Sub's obligation to purchase such Shares under this Agreement. Subject to satisfaction or waiver of the conditions price per share set forth in the third sentence clause (a) of this paragraphSection 2, Sub shallthat portion of the number of Optional Shares to be sold by the Company as to which such election shall have been exercised (to be adjusted by you so as to eliminate fractional shares) determined by multiplying such number of Optional Shares by a fraction, no later the numerator of which is the maximum number of Optional Shares that three days in advance such Underwriter is entitled to purchase as set forth opposite the name of such closing date, specify Underwriter in Schedule I hereto and the place, time and date (denominator of which shall not precede is the final expiration or termination maximum number of the OfferOptional Shares that all of the Underwriters are entitled to purchase hereunder. The Company hereby grants to the Underwriters the right to purchase, at their election in whole or in part from time to time, up to 570,000 Optional Shares, at the purchase price per share set forth in clause (a) in the paragraph above, for the closing sole purpose of covering over-allotments in the sale of Firm Shares. Any such election to purchase Optional Shares may be exercised by written notice from you to the Company, given from time to time within a period of 30 calendar days after the date of this Agreement and setting forth the aggregate number of Optional Shares to be purchased and the date on which such Optional Shares are to be delivered, as determined by you but in no event earlier than the First Time of Delivery (as hereinafter defined) or, unless you and the Company otherwise agree in writing, earlier than two or later than ten business days after the date of such notice. In the event you elect to purchase all or a portion of the purchase by Sub Optional Shares, the Company agrees to furnish or cause to be furnished to you the certificates, letters and opinions, and to satisfy all conditions, set forth in Section 7 hereof at each Subsequent Time of such Stockholder's SharesDelivery (as hereinafter defined).

Purchase and Sale of Shares. Subject to the terms and conditions herein set forth, (a) Each Stockholder hereby the Company and each Selling Shareholder agree, severally and not jointly agrees that it shall tender its Shares into jointly, to sell to each of the Offer and that it shall not withdraw any Shares so tendered (it being understood that the obligation contained in this sentence is unconditional, subject to Section 8). In addition toUnderwriters, and not in limitation each of the foregoing obligationUnderwriters agrees, each Stockholder hereby severally and not jointly jointly, to purchase from the Company and each Selling Shareholder, at a purchase price of $20.35 per share, the number of Firm Shares (to be adjusted by the Representatives so as to eliminate fractional shares) determined by multiplying the aggregate number of (i) Company Firm Shares to be sold by the Company and (ii) the number of Firm Shares to be sold by the Selling Shareholders as set forth opposite their respective names in Schedule II and Schedule III hereto by a fraction, the numerator of which is the aggregate number of Firm Shares to be purchased by such Underwriter as set forth opposite the name of such Underwriter in Schedule I hereto, and the denominator of which is the aggregate number of Firm Shares to be purchased by the Underwriters from the Company and the Selling Shareholders hereunder, and (b) in the event and to the extent that the Underwriters shall exercise the election to purchase Optional Shares as provided below, the Company agrees to sell to Subeach of the Underwriters, and Sub hereby agrees each of the Underwriters agrees, severally and not jointly, to purchasepurchase from the Company, all such Stockholder's Common Shares at a price per Common Share equal to $5.50, or such higher the purchase price per share set forth in clause (a) of this Section 2, that portion of the number of Optional Shares as to which such election shall have been exercised (to be adjusted by the Representatives so as to eliminate fractional shares) determined by multiplying such number of Optional Shares to be sold by the Company Common Stock by a fraction, the numerator of which is the maximum number of Optional Shares that such Underwriter is entitled to purchase as may be offered by Sub set forth opposite the name of such Underwriter in Schedule I hereto and the Offerdenominator of which is the maximum number of the Optional Shares that all of the Underwriters are entitled to purchase hereunder. The Company hereby grants to the Underwriters the right to purchase at their election in whole or in part from time to time up to an aggregate of 1,164,000 Optional Shares, and all such Stockholder's Preference Shares at a price per Preference Share equal to $20, or such higher the purchase price per share of Company Preference Stock as may be offered by Sub set forth in the Offer. Sub's obligation to purchase is subject to the following conditions (which may be waived in the sole discretion of Sub): clause (a) Sub having accepted shares in the paragraph above, for the sole purpose of Company Common Stock and Company Preference Stock for payment under covering over-allotments in the Offer or (b) if sale of Firm Shares. Any such election to purchase Optional Shares may be exercised by written notice from the Offer has been terminated for failure to satisfy the Minimum Condition (as defined in Exhibit A Representatives to the Merger Agreement)Company, (i) all conditions given from time to time within a period of 30 calendar days after the Offer set date of this Agreement and setting forth in Exhibit A to the Merger Agreement (other than the Minimum Condition) having been satisfied and (ii) including all shares aggregate number of Company Common Stock and Company Preference Stock tendered and not withdrawn at the time of termination of the Offer and all Optional Shares to be purchased pursuant and the date on which such Optional Shares are to this Agreementbe delivered, as determined by you but in no event earlier than the First Time of Delivery (as hereinafter defined) or, unless the Representatives and the Company otherwise agree in writing, earlier than two or later than ten business days after the date of such notice. In the event you elect to purchase all or a portion of the Optional Shares, the Minimum Condition would have been satisfied. Notwithstanding the foregoing, no Stockholder shall be obligated Company agrees to sell such Stockholder's Shares after the scheduled final expiration time of the Offer unless (i) the Minimum Condition was not satisfied, (ii) such Stockholder did not tender such Stockholder's Shares into the Offer furnish or withdrew such Shares and (iii) including all shares of Company Common Stock and Company Preference Stock tendered and not withdrawn at the time of termination of the Offer and all Shares cause to be purchased pursuant furnished to this Agreementyou the certificates, the Minimum Condition would have been satisfied. Each Stockholder may tender such Stockholder's Shares into the Offer letters and the purchase of such Shares pursuant opinions, and to the Offer shall satisfy such Stockholder's obligation to sell such Shares and Sub's obligation to purchase such Shares under this Agreement. Subject to satisfaction or waiver of the conditions all applicable conditions, set forth in the third sentence Section 7 hereof at each Subsequent Time of this paragraph, Sub shall, no later that three days in advance of such closing date, specify the place, time and date Delivery (which shall not precede the final expiration or termination of the Offer) for the closing of the purchase by Sub of such Stockholder's Sharesas hereinafter defined).

Purchase and Sale of Shares. Subject to the terms and conditions herein set forth, (a) Each Stockholder hereby the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly agrees that it shall tender its jointly, to purchase from the Company, at a purchase price of $_________ per share, the number of Firm Shares into set forth opposite the Offer name of such Underwriter in Schedule I hereto, and that it shall not withdraw any Shares so tendered (it being understood b) in the event and to the extent that the obligation contained in this sentence is unconditionalUnderwriters shall exercise the election to purchase Optional Shares as provided below, subject the Company agrees to Section 8). In addition toissue and sell to each of the Underwriters, and not in limitation each of the foregoing obligationUnderwriters agrees, each Stockholder hereby severally and not jointly agrees jointly, to sell to Subpurchase from the Company, and Sub hereby agrees to purchase, all such Stockholder's Common Shares at a price per Common Share equal to $5.50, or such higher the purchase price per share set forth in clause (a) of this Section 2, that portion of the number of Optional Shares as to which such election shall have been exercised (to be adjusted by you so as to eliminate fractional shares) determined by multiplying such number of Optional Shares by a fraction, the numerator of which is the maximum number of Optional Shares that such Underwriter is entitled to purchase as set forth opposite the name of such Underwriter in Schedule I hereto and the denominator of which is the maximum number of the Optional Shares that all of the Underwriters are entitled to purchase hereunder. The Company Common Stock as may be offered by Sub hereby grants to the Underwriters the right to purchase at their election in whole or in part from time to time up to 600,000 Optional Shares, at the Offer, and all such Stockholder's Preference Shares at a price per Preference Share equal to $20, or such higher purchase price per share of Company Preference Stock as may be offered by Sub set forth in the Offer. Sub's obligation to purchase is subject to the following conditions (which may be waived in the sole discretion of Sub): clause (a) Sub having accepted shares of Company Common Stock and Company Preference Stock for payment under in the Offer or (b) paragraph above plus, if the Offer has been terminated for failure to satisfy purchase and sale of any Optional Shares takes place after the Minimum Condition First Time of Delivery (as defined in Exhibit A hereinafter defined) and after the Firm Shares are traded "ex-dividend," an amount equal to the Merger Agreement)dividends payable on such Optional Shares, (i) all conditions for the sole purpose of covering over-allotments in the sale of Firm Shares. Any such election to purchase Optional Shares may be exercised by written notice from you to the Offer set Company, given from time to time within a period of 30 calendar days after the date of this Agreement and setting forth in Exhibit A to the Merger Agreement (other than the Minimum Condition) having been satisfied and (ii) including all shares aggregate number of Company Common Stock and Company Preference Stock tendered and not withdrawn at the time of termination of the Offer and all Optional Shares to be purchased pursuant and the date on which such Optional Shares are to this Agreementbe delivered, as determined by you but in no event earlier than the First Time of Delivery (as hereinafter defined) or, unless you and the Company otherwise agree in writing, earlier than two or later than ten business days after the date of such notice. In the event you elect to purchase all or a portion of the Optional Shares, the Minimum Condition would have been satisfied. Notwithstanding the foregoing, no Stockholder shall be obligated Company agrees to sell such Stockholder's Shares after the scheduled final expiration time of the Offer unless (i) the Minimum Condition was not satisfied, (ii) such Stockholder did not tender such Stockholder's Shares into the Offer furnish or withdrew such Shares and (iii) including all shares of Company Common Stock and Company Preference Stock tendered and not withdrawn at the time of termination of the Offer and all Shares cause to be purchased pursuant furnished to this Agreementyou the certificates, the Minimum Condition would have been satisfied. Each Stockholder may tender such Stockholder's Shares into the Offer letters and the purchase of such Shares pursuant opinions, and to the Offer shall satisfy such Stockholder's obligation to sell such Shares and Sub's obligation to purchase such Shares under this Agreement. Subject to satisfaction or waiver of the conditions all conditions, set forth in the third sentence Section 7 hereof at each Subsequent Time of this paragraph, Sub shall, no later that three days in advance of such closing date, specify the place, time and date Delivery (which shall not precede the final expiration or termination of the Offer) for the closing of the purchase by Sub of such Stockholder's Sharesas hereinafter defined).

Purchase and Sale of Shares. Subject to the terms and conditions herein set forth, (a) Each Stockholder hereby the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly agrees that it shall tender its jointly, to purchase from the Company, at a purchase price of $_________ per share, the number of Firm Shares into set forth opposite the Offer name of such Underwriter in Schedule I hereto, and that it shall not withdraw any Shares so tendered (it being understood b) in the event and to the extent that the obligation contained in this sentence is unconditionalUnderwriters shall exercise the election to purchase Optional Shares as provided below, subject the Company agrees to Section 8). In addition toissue and sell to each of the Underwriters, and not in limitation each of the foregoing obligationUnderwriters agrees, each Stockholder hereby severally and not jointly agrees jointly, to sell to Subpurchase from the Company, and Sub hereby agrees to purchase, all such Stockholder's Common Shares at a price per Common Share equal to $5.50, or such higher the purchase price per share set forth in clause (a) of this Section 2, that portion of the number of Optional Shares as to which such election shall have been exercised (to be adjusted by you so as to eliminate fractional shares) determined by multiplying such number of Optional Shares by a fraction, the numerator of which is the maximum number of Optional Shares that such Underwriter is entitled to purchase as set forth opposite the name of such Underwriter in Schedule I hereto and the denominator of which is the maximum number of the Optional Shares that all of the Underwriters are entitled to purchase hereunder. The Company Common Stock as may be offered by Sub hereby grants to the Underwriters the right to purchase at their election in whole or in part from time to time up to 1,125,000 Optional Shares, at the Offer, and all such Stockholder's Preference Shares at a price per Preference Share equal to $20, or such higher purchase price per share of Company Preference Stock as may be offered by Sub set forth in the Offer. Sub's obligation to purchase is subject to the following conditions (which may be waived in the sole discretion of Sub): clause (a) Sub having accepted shares of Company Common Stock and Company Preference Stock for payment under in the Offer or (b) paragraph above plus, if the Offer has been terminated for failure to satisfy purchase and sale of any Optional Shares takes place after the Minimum Condition (as defined in Exhibit A First Time of Delivery and after the Firm Shares are traded "ex-dividend," an amount equal to the Merger Agreement)dividends payable on such Optional Shares, (i) all conditions for the sole purpose of covering over-allotments in the sale of Firm Shares. Any such election to purchase Optional Shares may be exercised by written notice from you to the Offer set Company, given from time to time within a period of 30 calendar days after the date of this Agreement and setting forth in Exhibit A to the Merger Agreement (other than the Minimum Condition) having been satisfied and (ii) including all shares aggregate number of Company Common Stock and Company Preference Stock tendered and not withdrawn at the time of termination of the Offer and all Optional Shares to be purchased pursuant and the date on which such Optional Shares are to this Agreementbe delivered, as determined by you but in no event earlier than the First Time of Delivery (as hereinafter defined) or, unless you and the Company otherwise agree in writing, earlier than two or later than ten business days after the date of such notice. In the event you elect to purchase all or a portion of the Optional Shares, the Minimum Condition would have been satisfied. Notwithstanding the foregoing, no Stockholder shall be obligated Company agrees to sell such Stockholder's Shares after the scheduled final expiration time of the Offer unless (i) the Minimum Condition was not satisfied, (ii) such Stockholder did not tender such Stockholder's Shares into the Offer furnish or withdrew such Shares and (iii) including all shares of Company Common Stock and Company Preference Stock tendered and not withdrawn at the time of termination of the Offer and all Shares cause to be purchased pursuant furnished to this Agreementyou the certificates, the Minimum Condition would have been satisfied. Each Stockholder may tender such Stockholder's Shares into the Offer letters and the purchase of such Shares pursuant opinions, and to the Offer shall satisfy such Stockholder's obligation to sell such Shares and Sub's obligation to purchase such Shares under this Agreement. Subject to satisfaction or waiver of the conditions all conditions, set forth in the third sentence Section 7 hereof at each Subsequent Time of this paragraph, Sub shall, no later that three days in advance of such closing date, specify the place, time and date Delivery (which shall not precede the final expiration or termination of the Offer) for the closing of the purchase by Sub of such Stockholder's Sharesas hereinafter defined).

Purchase and Sale of Shares. (a) Each Stockholder hereby severally and not jointly agrees that it shall tender its Shares into Subject to the Offer and that it shall not withdraw any Shares so tendered (it being understood that terms set forth herein, --------------------------- the obligation contained in this sentence is unconditional, subject to Section 8). In addition to, and not in limitation of the foregoing obligation, each Stockholder hereby severally and not jointly Company agrees to sell to Subeach of the Purchasers at a purchase price of $4.00 per Unit (the "Per Unit Purchase Price") and to deliver pursuant to Section 2 hereof the shares of Common Stock and Warrants purchased under the Units, and Sub hereby agrees to purchase, all such Stockholder's Common Shares at a price per Common Share equal to $5.50, or such higher price per share upon the basis of Company Common Stock as may be offered by Sub in the Offerrepresentations and warranties, and all such Stockholder's Preference Shares at a price per Preference Share equal to $20, or such higher price per share of Company Preference Stock as may be offered by Sub in the Offer. Sub's obligation to purchase is subject to the following conditions terms set forth herein, each of the Purchasers agrees, severally and not jointly, to purchase the number of Units set forth opposite its name on Schedule I attached hereto from the Company for an amount equal to the Per Unit Purchase Price multiplied by such number of Units set forth in Schedule I. Notwithstanding the foregoing, in the event that the Company sells any shares (which or securities that may be waived converted into or exchanged for shares) of Common Stock of the Company in an original issuance (not shares traded on the Nasdaq National Market in the sole discretion of Sub): aftermarket) for less per share than the Per Unit Purchase Price at any time during the sixty (60) day period commencing on the Closing Date (except for shares issued pursuant to (a) Sub having accepted shares of Company Common Stock and Company Preference Stock for payment under the Offer or stock options, (b) if purchases by the Offer has been terminated for failure Company of outstanding existing stock options, and (c) warrants, preferred stock and any other convertible securities, including without limitation, the Units, outstanding as of the date hereof) the Company shall have the obligation to satisfy promptly notify and pay each of the Minimum Condition Purchasers (as defined in Exhibit A to x) the Merger Agreement), aggregate difference between (i) all conditions to the Offer set forth in Exhibit A to the Merger Agreement (other than the Minimum Condition) having been satisfied Per Unit Purchase Price and (ii) including all the per share price of such additional shares of Company the Company's Common Stock and Company Preference Stock tendered and not withdrawn (or securities that may be converted into or exchanged for shares of Common Stock) so sold, (y) multiplied by the number of Units purchased hereunder, at the time of termination Company's option, in either cash or additional shares of the Offer and all Shares Company's Common Stock. If the Company elects to be purchased pursuant to this Agreementpay in Common Stock, the Minimum Condition would have been satisfied. Notwithstanding the foregoing, no Stockholder Common Stock shall be obligated to sell valued at the price at which the Company sold any such Stockholder's Shares after the scheduled final expiration time shares (or securities that may be converted into or exchanged for shares) of the Offer unless (i) the Minimum Condition was not satisfied, (ii) such Stockholder did not tender such Stockholder's Shares into the Offer or withdrew such Shares and (iii) including all shares of Company Common Stock and Company Preference Stock tendered and not withdrawn at the time of termination of the Offer and all Shares to be purchased pursuant to this Agreement, the Minimum Condition would have been satisfied. Each Stockholder may tender such Stockholder's Shares into the Offer and the purchase of such Shares pursuant to the Offer shall satisfy such Stockholder's obligation to sell such Shares and Sub's obligation to purchase such Shares under this Agreement. Subject to satisfaction or waiver of the conditions set forth in the third sentence specific transaction that triggered this paragraph of this paragraph, Sub shall, no later that three Section 1 hereof and will be payable within five (5) days in advance of such closing date, specify the place, time and date (which shall not precede the final expiration or termination of the Offer) for the closing of such other transaction. If within sixty (60) days of the purchase by Sub Closing Date hereof the Company enters into or is a party to any agreement to issue additional shares of Common Stock of the Company (or securities convertible or exchangeable therefor), the Company shall provide notice of such Stockholder's Sharesissuance to the Purchaser as soon as reasonably practicable.

Purchase and Sale of Shares. Subject to the terms and conditions herein set forth, (a) Each Stockholder hereby the Company and each Selling Shareholder agree, severally and not jointly agrees that it shall tender its Shares into jointly, to sell to each of the Offer and that it shall not withdraw any Shares so tendered (it being understood that the obligation contained in this sentence is unconditional, subject to Section 8). In addition toUnderwriters, and not in limitation each of the foregoing obligationUnderwriters agrees, each Stockholder hereby severally and not jointly agrees jointly, to sell to Subpurchase from the Company and each Selling Shareholder, and Sub hereby agrees to purchase, all such Stockholder's Common Shares at a purchase price of $__________ per Common Share equal share, the number of Firm Shares (to $5.50, or such higher price per share be adjusted by you so as to eliminate fractional shares) determined by multiplying the aggregate number of Shares to be sold by the Company Common Stock and the Selling Shareholders as may be offered by Sub in the Offer, and all such Stockholder's Preference Shares at a price per Preference Share equal to $20, or such higher price per share of Company Preference Stock as may be offered by Sub in the Offer. Sub's obligation to purchase is subject to the following conditions (which may be waived in the sole discretion of Sub): (a) Sub having accepted shares of Company Common Stock and Company Preference Stock for payment under the Offer or (b) if the Offer has been terminated for failure to satisfy the Minimum Condition (as defined in Exhibit A to the Merger Agreement), (i) all conditions to the Offer set forth opposite their respective names in Exhibit A to Schedule II hereto by a fraction, the Merger Agreement (other than numerator of which is the Minimum Condition) having been satisfied and (ii) including all shares aggregate number of Company Common Stock and Company Preference Stock tendered and not withdrawn at the time of termination of the Offer and all Firm Shares to be purchased pursuant to this Agreementby such Underwriter as set forth opposite the name of such Underwriter in Schedule I hereto, and the Minimum Condition would have been satisfied. Notwithstanding denominator of which is the foregoing, no Stockholder shall be obligated to sell such Stockholder's Shares after the scheduled final expiration time aggregate number of the Offer unless (i) the Minimum Condition was not satisfied, (ii) such Stockholder did not tender such Stockholder's Shares into the Offer or withdrew such Shares and (iii) including all shares of Company Common Stock and Company Preference Stock tendered and not withdrawn at the time of termination of the Offer and all Firm Shares to be purchased pursuant by the Underwriters from the Company and the Selling Shareholders hereunder, and (b) in the event and to this Agreementthe extent that the Underwriters shall exercise the election to purchase Optional Shares as provided below, the Minimum Condition would have been satisfied. Each Stockholder may tender such Stockholder's Shares into Company agrees to issue and sell to each of the Offer Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at the purchase of such Shares pursuant to the Offer shall satisfy such Stockholder's obligation to sell such Shares and Sub's obligation to purchase such Shares under this Agreement. Subject to satisfaction or waiver of the conditions price per share set forth in the third sentence clause (a) of this paragraphSection 2, Sub shallthat portion of the number of Optional Shares as to which such election shall have been exercised (to be adjusted by you so as to eliminate fractional shares) determined by multiplying such number of Optional Shares by a fraction, no later the numerator of which is the maximum number of Optional Shares that three days in advance such Underwriter is entitled to purchase as set forth opposite the name of such closing date, specify Underwriter in Schedule I hereto and the place, time and date (denominator of which shall not precede is the final expiration or termination maximum number of the OfferOptional Shares that all of the Underwriters are entitled to purchase hereunder. The Company hereby grants to the Underwriters the right to purchase at their election in whole or in part from time to time up to 315,000 Optional Shares, at the purchase price per share set forth in clause (a) in the paragraph above, for the closing sole purpose of covering over-allotments in the sale of Firm Shares. Any such election to purchase Optional Shares may be exercised by written notice from you to the Company, given from time to time within a period of 30 calendar days after the date of this Agreement and setting forth the aggregate number of Optional Shares to be purchased and the date on which such Optional Shares are to be delivered, as determined by you but in no event earlier than the First Time of Delivery (as hereinafter defined) or, unless you and the Company otherwise agree in writing, earlier than two or later than ten business days after the date of such notice. In the event you elect to purchase all or a portion of the purchase by Sub Optional Shares, the Company agrees to furnish or cause to be furnished to you the certificates, letters and opinions, and to satisfy all conditions, set forth in Section 7 hereof at each Subsequent Time of such Stockholder's SharesDelivery (as hereinafter defined).

Purchase and Sale of Shares. Subject to the terms and conditions herein set forth, (a) Each Stockholder hereby severally and not jointly agrees that it shall tender its Shares into the Offer and that it shall not withdraw any Shares so tendered (it being understood that the obligation contained in this sentence is unconditional, subject to Section 8). In addition to, and not in limitation of the foregoing obligation, each Stockholder hereby severally and not jointly Company agrees to sell to Subeach of the Underwriters, and Sub hereby each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at a purchase price of $_____ per share, the number of Firm Shares set forth opposite their respective names in Schedule I hereto and (b) in the event and to the extent that the Underwriters shall exercise the election to purchase Optional Shares as provided below, the Company agrees to purchaseissue and sell to each of the Underwriters, all such Stockholder's Common Shares and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at a price per Common Share equal to $5.50, or such higher the purchase price per share set forth in clause (a) of this Section 2, that portion of the number of Optional Shares as to which such election shall have been exercised (to be adjusted by the Representatives so as to eliminate fractional shares) determined by multiplying such number of Optional Shares by a fraction, the numerator of which is the maximum number of Optional Shares that such Underwriter is entitled to purchase as set forth opposite the name of such Underwriter in Schedule I hereto and the denominator of which is the maximum number of the Optional Shares that all of the Underwriters are entitled to purchase hereunder. The Company Common Stock as may be offered by Sub hereby grants to the Underwriters the right to purchase at their election in whole or in part from time to time up to 150,000 Optional Shares, at the Offer, and all such Stockholder's Preference Shares at a price per Preference Share equal to $20, or such higher purchase price per share of Company Preference Stock as may be offered by Sub set forth in the Offer. Sub's obligation to purchase is subject to the following conditions (which may be waived in the sole discretion of Sub): clause (a) Sub having accepted shares in the paragraph above, for the sole purpose of Company Common Stock and Company Preference Stock for payment under covering over-allotments in the Offer or (b) if sale of Firm Shares. Any such election to purchase Optional Shares may be exercised by written notice from the Offer has been terminated for failure to satisfy the Minimum Condition (as defined in Exhibit A Representatives to the Merger Agreement)Company, (i) all conditions given from time to time within a period of 30 calendar days after the Offer set date of this Agreement and setting forth in Exhibit A to the Merger Agreement (other than the Minimum Condition) having been satisfied and (ii) including all shares aggregate number of Company Common Stock and Company Preference Stock tendered and not withdrawn at the time of termination of the Offer and all Optional Shares to be purchased pursuant and the date on which such Optional Shares are to this Agreementbe delivered, as determined by the Representatives but in no event earlier than the First Time of Delivery (as hereinafter defined) or, unless the Representatives and the Company otherwise agree in writing, earlier than two or later than ten business days after the date of such notice. In the event the Representatives elect to purchase all or a portion of the Optional Shares, the Minimum Condition would have been satisfied. Notwithstanding the foregoing, no Stockholder shall be obligated Company agrees to sell such Stockholder's Shares after the scheduled final expiration time of the Offer unless (i) the Minimum Condition was not satisfied, (ii) such Stockholder did not tender such Stockholder's Shares into the Offer furnish or withdrew such Shares and (iii) including all shares of Company Common Stock and Company Preference Stock tendered and not withdrawn at the time of termination of the Offer and all Shares cause to be purchased pursuant to this Agreement, the Minimum Condition would have been satisfied. Each Stockholder may tender such Stockholder's Shares into the Offer and the purchase of such Shares pursuant furnished to the Offer shall Representatives the certificates, letters and opinions, and to satisfy such Stockholder's obligation to sell such Shares and Sub's obligation to purchase such Shares under this Agreement. Subject to satisfaction or waiver of the conditions all conditions, set forth in the third sentence Section 7 hereof at each Subsequent Time of this paragraph, Sub shall, no later that three days in advance of such closing date, specify the place, time and date Delivery (which shall not precede the final expiration or termination of the Offer) for the closing of the purchase by Sub of such Stockholder's Sharesas hereinafter defined).

Purchase and Sale of Shares. Subject to the terms and conditions herein set forth, (a) Each Stockholder hereby severally and not jointly agrees that it shall tender its Shares into the Offer and that it shall not withdraw any Shares so tendered (it being understood that the obligation contained in this sentence is unconditional, subject to Section 8). In addition to, and not in limitation of the foregoing obligation, each Stockholder hereby severally and not jointly Company agrees to sell to Subeach of the Underwriters, and Sub hereby agrees each of the Underwriters agrees, severally and not jointly, to purchasepurchase from the Company and each Selling Stockholder, all such Stockholder's Common Shares at a purchase price of $_________ per Common Share equal share, the number of Firm Shares (to $5.50, or such higher price per share be adjusted by you so as to eliminate fractional shares) determined by multiplying the aggregate number of Shares to be sold by the Company Common Stock as may be offered by Sub in the Offer, and all such Stockholder's Preference Shares at a price per Preference Share equal to $20, or such higher price per share of Company Preference Stock as may be offered by Sub in the Offer. Sub's obligation to purchase is subject to the following conditions (which may be waived in the sole discretion of Sub): (a) Sub having accepted shares of Company Common Stock and Company Preference Stock for payment under the Offer or (b) if the Offer has been terminated for failure to satisfy the Minimum Condition (as defined in Exhibit A to the Merger Agreement), (i) all conditions to the Offer set forth opposite their respective names in Exhibit A to Schedule II hereto by a fraction, the Merger Agreement (other than numerator of which is the Minimum Condition) having been satisfied and (ii) including all shares aggregate number of Company Common Stock and Company Preference Stock tendered and not withdrawn at the time of termination of the Offer and all Firm Shares to be purchased pursuant to this Agreementby such Underwriter as set forth opposite the name of such Underwriter in Schedule I hereto, and the Minimum Condition would have been satisfied. Notwithstanding denominator of which is the foregoing, no Stockholder shall be obligated to sell such Stockholder's Shares after the scheduled final expiration time aggregate number of the Offer unless (i) the Minimum Condition was not satisfied, (ii) such Stockholder did not tender such Stockholder's Shares into the Offer or withdrew such Shares and (iii) including all shares of Company Common Stock and Company Preference Stock tendered and not withdrawn at the time of termination of the Offer and all Firm Shares to be purchased pursuant by the Underwriters from the Company hereunder, and (b) in the event and to this Agreementthe extent that the Underwriters shall exercise the election to purchase Optional Shares as provided below, the Minimum Condition would have been satisfied. Each Stockholder may tender such Stockholder's Shares into Company agrees to issue and sell to each of the Offer Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at the purchase of such Shares pursuant to the Offer shall satisfy such Stockholder's obligation to sell such Shares and Sub's obligation to purchase such Shares under this Agreement. Subject to satisfaction or waiver of the conditions price per share set forth in the third sentence clause (a) of this paragraphSection 2, Sub shallthat portion of the number of Optional Shares as to which such election shall have been exercised (to be adjusted by you so as to eliminate fractional shares) determined by multiplying such number of Optional Shares by a fraction, no later the numerator of which is the maximum number of Optional Shares that three days in advance such Underwriter is entitled to purchase as set forth opposite the name of such closing date, specify Underwriter in Schedule I hereto and the place, time and date (denominator of which shall not precede is the final expiration or termination maximum number of the OfferOptional Shares that all of the Underwriters are entitled to purchase hereunder. The Company hereby grants to the Underwriters the right to purchase at their election in whole or in part from time to time up to 210,000 Optional Shares, at the purchase price per share set forth in clause (a) in the paragraph above, for the closing sole purpose of covering over-allotments in the sale of Firm Shares. Any such election to purchase Optional Shares may be exercised by written notice from you to the Company, given from time to time within a period of 30 calendar days after the date of this Agreement and setting forth the aggregate number of Optional Shares to be purchased and the date on which such Optional Shares are to be delivered, as determined by you but in no event earlier than the First Time of Delivery (as hereinafter defined) or, unless you and the Company otherwise agree in writing, earlier than two or later than ten business days after the date of such notice. In the event you elect to purchase all or a portion of the purchase by Sub Optional Shares, the Company agrees to furnish or cause to be furnished to you the certificates, letters and opinions, and to satisfy all conditions, set forth in Section 7 hereof at each Subsequent Time of such Stockholder's SharesDelivery (as hereinafter defined).

Purchase and Sale of Shares. (a) Each Stockholder hereby Underwriters agrees to purchase from the Company, severally and not jointly agrees that it shall tender its Shares into jointly, and on the Offer terms and that it shall not withdraw any Shares so tendered (it being understood that the obligation contained in this sentence is unconditional, subject to Section 8). In addition to, and not in limitation of the foregoing obligation, each Stockholder hereby severally and not jointly conditions herein set forth the Company agrees to sell to Subeach of the Underwriters, severally and Sub hereby agrees to purchasenot jointly, all such Stockholder's Common the number of Firm Shares set forth opposite its name in Schedule I hereof at a price per Common Share equal to $5.50, or such higher price of $ per share (the "Purchase Price"). The Company agrees, on the basis of Company the representations and warranties contained in this Agreement, and subject to its terms and conditions, to sell to the Underwriters up to the number of shares of Class A Common Stock as may be offered obtained by Sub in subtracting the Offernumber of shares with respect to which the Selling Stockholder Underwriter exercised its option under the Selling Stockholder Underwriting Agreement from shares, and all the Underwriters shall have a right to purchase in one or more instances, starting on the day following the fourth business day after the date of this agreement, up to such Stockholder's Preference number of Additional Shares at a price per Preference Share equal the Purchase Price. If the Representatives, on behalf of the Underwriters, elect to $20exercise this option, or such higher price per share of the Representatives shall so notify the Company Preference Stock as may be offered by Sub in the Offer. Sub's obligation to purchase is subject to the following conditions (which may be waived in the sole discretion of Sub): (a) Sub having accepted shares of Company Common Stock and Company Preference Stock for payment under the Offer or (b) if the Offer has been terminated for failure to satisfy the Minimum Condition (as defined in Exhibit A to the Merger Agreement), (i) all conditions to the Offer set forth in Exhibit A to the Merger Agreement (other writing not earlier than the Minimum Condition) having been satisfied and (ii) including all shares of Company Common Stock and Company Preference Stock tendered day after the fourth business day, and not withdrawn at later than 30 days, after the time date of termination this Agreement, which notice shall specify the number of the Offer and all Additional Shares to be purchased pursuant by the Underwriters and the date on which such shares are to this Agreement, the Minimum Condition would have been satisfiedbe purchased. Notwithstanding the foregoing, Such date may be no Stockholder shall be obligated to sell such Stockholder's Shares later than ten business days after the scheduled final expiration time date of such notice. Additional Shares may be purchased as provided in Section 5 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Offer unless (i) the Minimum Condition was not satisfiedFirm Shares. If any Additional Shares are to be purchased hereunder, (ii) such Stockholder did not tender such Stockholder's Shares into the Offer or withdrew such Shares and (iii) including all shares of Company Common Stock and Company Preference Stock tendered each Underwriter agrees, severally and not withdrawn at jointly, to purchase the time number of termination Additional Shares (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of the Offer and all Additional Shares to be purchased pursuant to this Agreement, as the Minimum Condition would have been satisfied. Each Stockholder may tender such Stockholder's number of Firm Shares into set forth in Schedule I hereto opposite the Offer and the purchase name of such Shares pursuant Underwriter bears to the Offer shall satisfy such Stockholder's obligation to sell such Shares and Sub's obligation to purchase such Shares under this Agreementtotal number of Firm Shares. Subject to satisfaction or waiver The terms of the conditions public offering of the Shares are as set forth in the third sentence of this paragraph, Sub shall, no later that three days in advance of such closing date, specify the place, time and date (which shall not precede the final expiration or termination of the Offer) for the closing of the purchase by Sub of such Stockholder's SharesProspectus.

Purchase and Sale of Shares. Subject to the terms and conditions herein set forth, (a) Each Stockholder hereby severally and not jointly agrees that it shall tender its Shares into the Offer and that it shall not withdraw any Shares so tendered (it being understood that the obligation contained in this sentence is unconditional, subject to Section 8). In addition to, and not in limitation of the foregoing obligation, each Stockholder hereby severally and not jointly Company agrees to sell to Subeach of the Underwriters, and Sub hereby agrees each of the Underwriters agrees, severally and not jointly, to purchase, all such Stockholder's Common Shares purchase from the Company at a purchase price of $_________ per Common Share equal share, the number of Firm Shares (to $5.50be adjusted by the Representatives so as to eliminate fractional shares) determined by multiplying the aggregate number of Firm Shares to be sold by the Company by a fraction, or such higher price per share the numerator of Company Common Stock as may be offered by Sub in which is the Offer, and all such Stockholder's Preference Shares at a price per Preference Share equal to $20, or such higher price per share aggregate number of Company Preference Stock as may be offered by Sub in the Offer. Sub's obligation to purchase is subject to the following conditions (which may be waived in the sole discretion of Sub): (a) Sub having accepted shares of Company Common Stock and Company Preference Stock for payment under the Offer or (b) if the Offer has been terminated for failure to satisfy the Minimum Condition (as defined in Exhibit A to the Merger Agreement), (i) all conditions to the Offer set forth in Exhibit A to the Merger Agreement (other than the Minimum Condition) having been satisfied and (ii) including all shares of Company Common Stock and Company Preference Stock tendered and not withdrawn at the time of termination of the Offer and all Firm Shares to be purchased pursuant to this Agreementby such Underwriter as set forth opposite the name of such Underwriter in Schedule I hereto, and the Minimum Condition would have been satisfied. Notwithstanding denominator of which is the foregoing, no Stockholder shall be obligated to sell such Stockholder's Shares after the scheduled final expiration time aggregate number of the Offer unless (i) the Minimum Condition was not satisfied, (ii) such Stockholder did not tender such Stockholder's Shares into the Offer or withdrew such Shares and (iii) including all shares of Company Common Stock and Company Preference Stock tendered and not withdrawn at the time of termination of the Offer and all Firm Shares to be purchased pursuant by the Underwriters from the Company hereunder and (b) in the event and to this Agreementthe extent that the Underwriters shall exercise the election to purchase Optional Shares as provided below, the Minimum Condition would have been satisfied. Each Stockholder may tender such Stockholder's Shares into Company agrees to issue and sell to each of the Offer Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at the purchase of such Shares pursuant to the Offer shall satisfy such Stockholder's obligation to sell such Shares and Sub's obligation to purchase such Shares under this Agreement. Subject to satisfaction or waiver of the conditions price per share set forth in the third sentence clause (a) of this paragraphSection 2, Sub shallthat portion of the number of Optional Shares as to which such election shall have been exercised (to be adjusted by the Representatives so as to eliminate fractional shares) determined by multiplying such number of Optional Shares by a fraction, no later the numerator of which is the maximum number of Optional Shares that three days in advance such Underwriter is entitled to purchase as set forth opposite the name of such closing date, specify Underwriter in Schedule I hereto and the place, time and date (denominator of which shall not precede is the final expiration or termination maximum number of the OfferOptional Shares that all of the Underwriters are entitled to purchase hereunder. The Company hereby grants to the Underwriters the right to purchase at their election in whole or in part from time to time up to 525,000 Optional Shares, at the purchase price per share set forth in clause (a) in the paragraph above for the closing sole purpose of covering over-allotments in the sale of Firm Shares. Any such election to purchase Optional Shares may be exercised by written notice from the Representatives to the Company, given from time to time within a period of 30 calendar days after the date of this Agreement and setting forth the aggregate number of Optional Shares to be purchased and the date on which such Optional Shares are to be delivered, as determined by the Representatives but in no event earlier than the First Time of Delivery (as hereinafter defined) or, unless the Representatives and the Company otherwise agree in writing, earlier than two or later than ten business days after the date of such notice. In the event the Representatives elect to purchase all or a portion of the purchase by Sub Optional Shares, the Company agrees to furnish or cause to be furnished to the Representatives the certificates, letters and opinions, and to satisfy all conditions, set forth in Section 7 hereof at each Subsequent Time of such Stockholder's SharesDelivery (as hereinafter defined).

Purchase and Sale of Shares. Subject to the terms and conditions herein set forth, (a) Each Stockholder hereby the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agree, severally and not jointly agrees that it shall tender its jointly, to purchase from the Company, at a purchase price of $20.93 per share, the number of Firm Shares into set opposite the Offer name of such Underwriter in Schedule I hereto, and that it shall not withdraw any Shares so tendered (it being understood b) in the event and to the extent that the obligation contained in this sentence is unconditionalUnderwriters shall exercise the election to purchase Optional Shares as provided below, subject the Company agrees to Section 8). In addition toissue and to sell to each of the Underwriters, and not in limitation each of the foregoing obligationUnderwriters agree, each Stockholder hereby severally and not jointly agrees jointly, to sell to Subpurchase from the Company, and Sub hereby agrees to purchase, all such Stockholder's Common Shares at a price per Common Share equal to $5.50, or such higher the purchase price per share set forth in clause (a) of this Section 2, that portion of the number of Optional Shares as to which such election shall have been exercised (to be adjusted by you so as to eliminate fractional shares) determined by multiplying such number of Optional Shares by a fraction, the numerator of which is the maximum number of Optional Shares that such Underwriter is entitled to purchase as set forth opposite the name of such Underwriter in Schedule I hereto and the denominator of which is the maximum number of the Optional Shares that all of the Underwriters are entitled to purchase hereunder. The Company Common Stock as may be offered by Sub hereby grants to the Underwriters the right to purchase at its election in whole or in part from time to time up to 117,000 Optional Shares, at the Offer, and all such Stockholder's Preference Shares at a price per Preference Share equal to $20, or such higher purchase price per share of Company Preference Stock as may be offered by Sub set forth in the Offer. Sub's obligation to purchase is subject to the following conditions (which may be waived in the sole discretion of Sub): clause (a) Sub having accepted shares in the paragraph above for the sole purpose of Company Common Stock and Company Preference Stock for payment under covering over-allotments in the Offer or (b) if the Offer has been terminated for failure sale of Firm Shares. Any such election to satisfy the Minimum Condition (as defined in Exhibit A purchase Optional Shares may be exercised by written notice from you to the Merger Agreement)Company, (i) all conditions given from time to time within a period of 30 calendar days after the Offer set date of this Agreement and setting forth in Exhibit A to the Merger Agreement (other than the Minimum Condition) having been satisfied and (ii) including all shares aggregate number of Company Common Stock and Company Preference Stock tendered and not withdrawn at the time of termination of the Offer and all Optional Shares to be purchased pursuant and the date on which such Optional Shares are to this Agreementbe delivered, as determined by you but in no event earlier than the First Time of Delivery (as hereinafter defined) or, unless you and the Company otherwise agree in writing, earlier than two or later than ten business days after the date of such notice. In the event you elect to purchase all or a portion of the Optional Shares, the Minimum Condition would have been satisfied. Notwithstanding the foregoing, no Stockholder shall be obligated Company agrees to sell such Stockholder's Shares after the scheduled final expiration time of the Offer unless (i) the Minimum Condition was not satisfied, (ii) such Stockholder did not tender such Stockholder's Shares into the Offer furnish or withdrew such Shares and (iii) including all shares of Company Common Stock and Company Preference Stock tendered and not withdrawn at the time of termination of the Offer and all Shares cause to be purchased pursuant furnished to this Agreementyou the certificates, the Minimum Condition would have been satisfied. Each Stockholder may tender such Stockholder's Shares into the Offer letters and the purchase of such Shares pursuant opinions, and to the Offer shall satisfy such Stockholder's obligation to sell such Shares and Sub's obligation to purchase such Shares under this Agreement. Subject to satisfaction or waiver of the all conditions set forth in the third sentence Section 7 hereof at each Subsequent Time of this paragraph, Sub shall, no later that three days in advance of such closing date, specify the place, time and date Delivery (which shall not precede the final expiration or termination of the Offer) for the closing of the purchase by Sub of such Stockholder's Sharesas hereinafter defined).

Purchase and Sale of Shares. Subject to the terms and conditions herein set forth, (a) Each Stockholder hereby severally and not jointly agrees that it shall tender its Shares into the Offer and that it shall not withdraw any Shares so tendered (it being understood that the obligation contained in this sentence is unconditional, subject to Section 8). In addition to, and not in limitation of the foregoing obligation, each Stockholder hereby severally and not jointly Company agrees to sell to Subeach of the Underwriters, and Sub hereby agrees each of the Underwriters agrees, severally and not jointly, to purchasepurchase from the Company, all such Stockholder's Common Shares at a purchase price of ______ per Common Share equal share, the Firm Shares and (b) in the event and to $5.50the extent that the Underwriters shall exercise the election to purchase Optional Shares as provided below, or such higher the Selling Shareholders agree to sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Selling Shareholders, at the purchase price per share set forth in clause (a) of Company Common Stock this Section 2, that portion of the number of Optional Shares as may to which such election shall have been exercised (to be offered adjusted by Sub you so as to eliminate fractional shares) determined by multiplying such number of Optional Shares by a fraction, the numerator of which is the maximum number of Optional Shares that such Underwriter is entitled to purchase as set forth opposite the name of such Underwriter in Schedule I hereto and the Offerdenominator of which is the maximum number of the Optional Shares that all of the Underwriters are entitled to purchase hereunder. Subject to the terms and conditions herein set forth, and all such Stockholder's Preference Shares the Selling Shareholders hereby grant to the Underwriters the right to purchase at a price per Preference Share equal their election in whole or in part from time to $20time up to 600,000 Optional Shares, or such higher at the purchase price per share of Company Preference Stock as may be offered by Sub set forth in the Offer. Sub's obligation to purchase is subject to the following conditions (which may be waived in the sole discretion of Sub): clause (a) Sub having accepted shares in the paragraph above, for the sole purpose of Company Common Stock and Company Preference Stock for payment under covering over-allotments in the Offer or (b) if the Offer has been terminated for failure sale of Firm Shares. Any such election to satisfy the Minimum Condition (as defined in Exhibit A purchase Optional Shares may be exercised by written notice from you to the Merger Agreement)Company and the Selling Shareholders, (i) all conditions given from time to time within a period of 30 calendar days after the Offer set date of this Agreement and setting forth in Exhibit A to the Merger Agreement (other than the Minimum Condition) having been satisfied and (ii) including all shares aggregate number of Company Common Stock and Company Preference Stock tendered and not withdrawn at the time of termination of the Offer and all Optional Shares to be purchased pursuant and the date on which such Optional Shares are to this Agreementbe delivered, as determined by you, but in no event earlier than the First Time of Delivery (as hereinafter defined) or, unless you and the Company otherwise agree in writing, earlier than two or later than ten business days after the date of such notice (I.E. on a "T+3" basis in accordance with the Act and the Securities Exchange Act of 1934, as amended (the "Exchange Act")). In the event you elect to purchase all or a portion of the Optional Shares, the Minimum Condition would have been satisfiedCompany agrees to furnish or cause to be furnished to you the certificates, letters and opinions, and to satisfy all conditions, set forth in Section 7 hereof at each Subsequent Time of Delivery (as hereinafter defined). Notwithstanding Any purchase of some, but not all, of the foregoing, no Stockholder Optional Shares shall be obligated to sell such Stockholder's Shares after the scheduled final expiration time made from each of the Offer unless (i) Selling Shareholder on a pro rata basis, based upon the Minimum Condition was not satisfied, (ii) such Stockholder did not tender such Stockholder's Shares into the Offer or withdrew such Shares and (iii) including all shares maximum number of Company Common Stock and Company Preference Stock tendered and not withdrawn at the time of termination of the Offer and all Optional Shares to be purchased pursuant to this Agreement, the Minimum Condition would have been satisfied. Each Stockholder may tender such Stockholder's Shares into the Offer and the purchase of such Shares pursuant to the Offer shall satisfy such Stockholder's obligation to sell such Shares and Sub's obligation to purchase such Shares under this Agreement. Subject to satisfaction or waiver of the conditions sold by each Selling Shareholder as set forth in the third sentence of this paragraph, Sub shall, no later that three days in advance of such closing date, specify the place, time and date (which shall not precede the final expiration or termination of the Offer) for the closing of the purchase by Sub of such Stockholder's Shareson Schedule II.

Purchase and Sale of Shares. Subject to the terms and conditions herein set forth: (a) Each Stockholder hereby the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agree, severally and not jointly jointly, to purchase from the Company, at a purchase price of $12.4875 per share, the number of Firm Shares set opposite the name of such Underwriter in Schedule I hereto; (b) the Company agrees that it shall tender its Shares into to issue and sell to each of the Offer and that it shall not withdraw any Shares so tendered (it being understood that the obligation contained in this sentence is unconditional, subject to Section 8). In addition toUnderwriters, and not in limitation each of the foregoing obligationUnderwriters agree, each Stockholder hereby severally and not jointly jointly, to purchase from the Company, at a purchase price of $12.69 per share, the number of Standby Shares set opposite the name of such Underwriter in Schedule I hereto; and (c) in the event and to the extent that the Underwriters shall exercise the election to purchase Optional Shares as provided below, the Company agrees to issue and to sell to Subeach of the Underwriters, and Sub hereby agrees each of the Underwriters agree, severally and not jointly, to purchasepurchase from the Company, all such Stockholder's Common Shares at a price per Common Share equal to $5.50, or such higher the purchase price per share set forth in clause (a) of this Section 2, that portion of the number of Optional Shares as to which such election shall have been exercised (to be adjusted by you so as to eliminate fractional shares) determined by multiplying such number of Optional Shares by a fraction, the numerator of which is the maximum number of Optional Shares that such Underwriter is entitled to purchase as set forth opposite the name of such Underwriter in Schedule I hereto and the denominator of which is the maximum number of the Optional Shares that all of the Underwriters are entitled to purchase hereunder. In addition, the Company Common Stock as may be offered by Sub shall pay the Representative a standby underwriting fee in the Offeramount of Sixty-Two Thousand Seven Hundred Seventy-Five Dollars ($62,775). The Company hereby grants to the Underwriters the right to purchase at its election in whole or in part from time to time up to 111,000 Optional Shares, and all such Stockholder's Preference Shares at a price per Preference Share equal to $20, or such higher the purchase price per share of Company Preference Stock as may be offered by Sub set forth in the Offer. Sub's obligation to purchase is subject to the following conditions (which may be waived in the sole discretion of Sub): clause (a) Sub having accepted shares in the paragraph above for the sole purpose of Company Common Stock covering over-allotments in the sale of Firm Shares and Company Preference Stock for payment under the Offer or (b) if the Offer has been terminated for failure Standby Shares. Any such election to satisfy the Minimum Condition (as defined in Exhibit A purchase Optional Shares may be exercised by written notice from you to the Merger Agreement)Company, (i) all conditions given from time to time within a period of 30 calendar days after the Offer set date of this Agreement and setting forth in Exhibit A to the Merger Agreement (other than the Minimum Condition) having been satisfied and (ii) including all shares aggregate number of Company Common Stock and Company Preference Stock tendered and not withdrawn at the time of termination of the Offer and all Optional Shares to be purchased pursuant and the date on which such Optional Shares are to this Agreementbe delivered, as determined by you but in no event earlier than the First Time of Delivery (as hereinafter defined) or, unless you and the Company otherwise agree in writing, earlier than two or later than ten business days after the date of such notice. In the event you elect to purchase all or a portion of the Optional Shares, the Minimum Condition would have been satisfied. Notwithstanding the foregoing, no Stockholder shall be obligated Company agrees to sell such Stockholder's Shares after the scheduled final expiration time of the Offer unless (i) the Minimum Condition was not satisfied, (ii) such Stockholder did not tender such Stockholder's Shares into the Offer furnish or withdrew such Shares and (iii) including all shares of Company Common Stock and Company Preference Stock tendered and not withdrawn at the time of termination of the Offer and all Shares cause to be purchased pursuant furnished to this Agreementyou the certificates, the Minimum Condition would have been satisfied. Each Stockholder may tender such Stockholder's Shares into the Offer letters and the purchase of such Shares pursuant opinions, and to the Offer shall satisfy such Stockholder's obligation to sell such Shares and Sub's obligation to purchase such Shares under this Agreement. Subject to satisfaction or waiver of the all conditions set forth in the third sentence Section 7 hereof at each Subsequent Time of this paragraph, Sub shall, no later that three days in advance of such closing date, specify the place, time and date Delivery (which shall not precede the final expiration or termination of the Offer) for the closing of the purchase by Sub of such Stockholder's Sharesas hereinafter defined).

Purchase and Sale of Shares. (a) Each Stockholder hereby Subject to the terms and conditions herein set forth, the Sellers, severally and not jointly agrees that it shall tender its Shares into jointly, agree to sell to each of the Offer and that it shall not withdraw any Shares so tendered (it being understood that the obligation contained in this sentence is unconditional, subject to Section 8). In addition toUnderwriters, and not in limitation each of the foregoing obligationUnderwriters agrees, each Stockholder hereby severally and not jointly agrees jointly, to sell to Subpurchase from the Sellers, and Sub hereby agrees to purchase, all such Stockholder's Common Shares at a purchase price per Common Share equal to of [ ] Dollars and [ ] cents ($5.50, or such higher price [ ]) per share of Company Common Stock as may be offered by Sub in (the Offer, and all such Stockholder's Preference Shares at a price per Preference "Per Share equal to $20, or such higher price per share of Company Preference Stock as may be offered by Sub in the Offer. Sub's obligation to purchase is subject to the following conditions (which may be waived in the sole discretion of Sub): (a) Sub having accepted shares of Company Common Stock and Company Preference Stock for payment under the Offer or (b) if the Offer has been terminated for failure to satisfy the Minimum Condition (as defined in Exhibit A to the Merger AgreementPrice"), the number of Firm Shares (ito be adjusted by you so as to eliminate fractional shares) all conditions determined by multiplying the aggregate number of Firm Shares to be sold by the Offer Company as set forth in Exhibit A to the Merger first paragraph of this Agreement (other than the Minimum Condition) having been satisfied and (ii) including all shares of Company Common Stock and Company Preference Stock tendered and not withdrawn at the time of termination by each of the Offer and all Selling Shareholders as set forth in Schedule II hereto by a fraction, the numerator of which is the aggregate number of Firm Shares to be purchased pursuant to this Agreementby such Underwriter as set forth opposite the name of such Underwriter in Schedule I hereto, and the Minimum Condition would have been satisfied. Notwithstanding denominator of which is the foregoing, no Stockholder shall be obligated to sell such Stockholder's Shares after the scheduled final expiration time aggregate number of the Offer unless (i) the Minimum Condition was not satisfied, (ii) such Stockholder did not tender such Stockholder's Shares into the Offer or withdrew such Shares and (iii) including all shares of Company Common Stock and Company Preference Stock tendered and not withdrawn at the time of termination of the Offer and all Firm Shares to be purchased pursuant by the several Underwriters hereunder. (b) The Company hereby grants to the Underwriters the right to purchase at their election in whole or in part (but only once) up to 427,963 Optional Shares, at the Per Share Price, for the sole purpose of covering over-allotments in the sale of the Firm Shares. Any such election to purchase Optional Shares may be exercised by written notice from the Representatives to the Company, given within a period of 30 calendar days after the date of this Agreement and setting forth the aggregate number of Optional Shares to be purchased and the date on which such Optional Shares are to be delivered, as determined by you but in no event earlier than the First Time of Delivery (as hereinafter defined) or, unless the Representatives otherwise agree in writing, earlier than two or later than ten business days after the date of such notice. In the event the Underwriters elect to purchase all or a portion of the Optional Shares, the Company agrees to furnish or cause to be furnished to the Representatives the certificates, letters and opinions, and to satisfy all conditions, set forth in Section 9 hereof at each Subsequent Time of Delivery (as hereinafter defined). (c) In making this Agreement, each Underwriter is contracting severally, and not jointly, and except as provided in Sections 3(b) and 11 hereof, the Minimum Condition would have been satisfiedagreement of each Underwriter is to purchase only that number of shares specified with respect to that Underwriter in Schedule I hereto. Each Stockholder may tender such Stockholder's Shares into the Offer and the purchase of such Shares pursuant to the Offer No Underwriter shall satisfy such Stockholder's obligation to sell such Shares and Sub's be under any obligation to purchase any Optional Shares prior to an exercise of the option with respect to such Shares under this Agreementgranted pursuant to Section 3(b) hereof. Subject to satisfaction or waiver of the conditions set forth in the third sentence of this paragraph, Sub shall, no later that three days in advance of such closing date, specify the place, time and date (which shall not precede the final expiration or termination of the Offer) for the closing of the purchase by Sub of such Stockholder's Shares4.

Purchase and Sale of Shares. Subject to the terms and conditions herein set forth, (a) Each Stockholder hereby severally and not jointly agrees that it shall tender its Shares into the Offer and that it shall not withdraw any Shares so tendered (it being understood that the obligation contained in this sentence is unconditional, subject to Section 8). In addition to, and not in limitation each of the foregoing obligation, each Stockholder hereby severally Company and not jointly the Selling Shareholder agrees to sell to Subeach of the Underwriters, and Sub each of the Underwriters agrees, severally and not jointly, to purchase from the Company and the Selling Shareholder, pro rata in the proportion that the number of Firm Shares to be sold by each of the Company and the Selling Shareholder bears to the total number of Firm Shares, at a purchase price of $______ per share, the number of Firm Shares (to be adjusted by you so as to eliminate fractional shares) set forth opposite the name of such Underwriter in Schedule I hereto and (b) in the event and to the extent that the Underwriters shall exercise the election to purchase Optional Shares as provided below, the Company agrees to issue and sell to each of the Underwriters and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at the purchase price per share set forth in clause (a) of this Section 2, that portion of the number of Optional Shares as to which such election shall have been exercised (to be adjusted by you so as to eliminate fractional shares) determined by multiplying such number of Optional Shares by a fraction, the numerator of which is the maximum number of Optional Shares that such Underwriter is entitled to purchase as set forth opposite the name of such Underwriter in Schedule I hereto and the denominator of which is the maximum number of the Optional Shares that all of the Underwriters are entitled to purchase hereunder. The Company hereby agrees grants to the Underwriters the right to purchase, all such Stockholder's Common Shares at a price per Common Share equal their election in whole or in part from time to $5.50time, or such higher up to 390,000 Optional Shares, at the purchase price per share of Company Common Stock as may be offered by Sub set forth in the Offer, and all such Stockholder's Preference Shares at a price per Preference Share equal to $20, or such higher price per share of Company Preference Stock as may be offered by Sub in the Offer. Sub's obligation to purchase is subject to the following conditions (which may be waived in the sole discretion of Sub): clause (a) Sub having accepted shares in the paragraph above, for the sole purpose of Company Common Stock and Company Preference Stock for payment under covering over-allotments in the Offer or (b) if the Offer has been terminated for failure to satisfy the Minimum Condition (as defined in Exhibit A to the Merger Agreement), (i) all conditions to the Offer set forth in Exhibit A to the Merger Agreement (other than the Minimum Condition) having been satisfied and (ii) including all shares sale of Company Common Stock and Company Preference Stock tendered and not withdrawn at the time of termination of the Offer and all Shares to be purchased pursuant to this Agreement, the Minimum Condition would have been satisfiedFirm Shares. Notwithstanding the foregoing, no Stockholder shall be obligated to sell Any such Stockholder's Shares after the scheduled final expiration time of the Offer unless (i) the Minimum Condition was not satisfied, (ii) such Stockholder did not tender such Stockholder's Shares into the Offer or withdrew such Shares and (iii) including all shares of Company Common Stock and Company Preference Stock tendered and not withdrawn at the time of termination of the Offer and all Shares to be purchased pursuant to this Agreement, the Minimum Condition would have been satisfied. Each Stockholder may tender such Stockholder's Shares into the Offer and the purchase of such Shares pursuant to the Offer shall satisfy such Stockholder's obligation to sell such Shares and Sub's obligation election to purchase such Optional Shares under this Agreement. Subject to satisfaction or waiver of the conditions set forth in the third sentence of this paragraph, Sub shall, no later that three days in advance of such closing date, specify the place, time and date (which shall not precede the final expiration or termination of the Offer) for the closing of the purchase may be exercised by Sub of such Stockholder's Shares.written notice from

Purchase and Sale of Shares. Subject to the terms and conditions herein set forth, (a) Each Stockholder hereby the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at a purchase price of $_______ per share (the "Purchase Price"), the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto, and (b) each Selling Shareholder agrees, severally and not jointly agrees that it shall tender its Shares into to sell to each of the Offer and that it shall not withdraw any Shares so tendered (it being understood that the obligation contained in this sentence is unconditional, subject to Section 8). In addition toUnderwriters, and not in limitation each of the foregoing obligationUnderwriters agrees, each Stockholder hereby severally and not jointly agrees jointly, to sell purchase from the Selling Shareholders at the Purchase Price, the number of Firm Shares set forth opposite the name of such Selling Shareholder in Schedule II hereto. The number of Firm Shares to Subbe sold by each Selling Shareholder to each Underwriter shall be the number which bears the same ratio to the number set forth opposite the name of such Underwriter in Schedule I hereto as the number of shares to be sold by such Selling Shareholder, as indicated in Schedule II hereto, bears to the aggregate number of Firm Shares to be sold by the Selling Shareholders, subject, however, to such adjustment as you may at any time approve to eliminate fractional shares. Subject to the terms and Sub hereby agrees to purchaseconditions herein set forth, all such Stockholder's Common Shares at a price per Common Share equal to $5.50, or such higher price per share of Company Common Stock as may be offered by Sub in the Offer, event and all such Stockholder's Preference Shares at a price per Preference Share equal to $20, or such higher price per share of Company Preference Stock as may be offered by Sub in the Offer. Sub's obligation extent that the Underwriters shall exercise the election to purchase is subject to the following conditions (which may be waived in the sole discretion of Sub): Optional Shares as provided below, (a) Sub having accepted shares the Company agrees to issue and sell, and the Designated Selling Shareholders agree, severally and not jointly, to sell, to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company Common Stock and the Designated Selling Shareholders, at the Purchase Price, that portion of the number of Optional Shares as to which such election shall have been exercised (to be adjusted by you so as to eliminate fractional shares) determined by multiplying such number of Optional Shares by a fraction, the numerator of which is the maximum number of Optional Shares that such Underwriter is entitled to purchase as set forth opposite the name of such Underwriter in Schedule I hereto and the denominator of which is the maximum number of the Optional Shares that all of the Underwriters are entitled to purchase hereunder. The number of Optional Shares to be sold by the Company Preference Stock for payment under the Offer or (b) if the Offer has been terminated for failure to satisfy the Minimum Condition (as defined in Exhibit A to the Merger Agreement), Underwriters shall be twenty-five percent (i25%) all conditions of the aggregate number of Optional Shares being purchased and seventy-five percent (75%) of such aggregate number of shares shall be sold by the Designated Selling Shareholders. The number of Optional Shares to be sold by each Designated Selling Shareholder to the Offer set forth in Exhibit A Underwriters as a group shall be the number which bears the same ratio to the Merger Agreement (other than aggregate number of Optional Shares being purchased from the Minimum Condition) having been satisfied Designated Selling Shareholders as the maximum number of Optional Shares to be sold by such Designated Selling Shareholder, as indicated in the Schedule II hereto, bears to the aggregate number of Optional Shares to be sold by the Designated Selling Shareholders as a group. The number of shares resulting from any computations contemplated by this paragraph are subject to adjustment by you to eliminate fractional shares. The Company and (ii) including all shares of Company Common Stock and Company Preference Stock tendered the Designated Selling Shareholders, severally and not withdrawn jointly, hereby grant to the Underwriters the right to purchase at their election in whole or in part from time to time up to 180,000 Optional Shares, at the Purchase Price, for the sole purpose of covering over-allotments in the sale of Firm Shares. Any such election to purchase Optional Shares may be exercised by written notice from you to the Company and the Custodian, given from time to time within a period of termination 30 calendar days after the date of this Agreement and setting forth the Offer and all aggregate number of Optional Shares to be purchased pursuant and the date on which such Optional Shares are to this Agreementbe delivered, as determined by you, but in no event earlier than the First Time of Delivery (as hereinafter defined) or, unless you, the Minimum Condition would have been satisfied. Notwithstanding Company and the foregoingCustodian otherwise agree in writing, no Stockholder shall be obligated to sell such Stockholder's Shares earlier than two or later than ten business days after the scheduled final expiration time date of such notice. In the event you elect to purchase all or a portion of the Offer unless (i) Optional Shares, the Minimum Condition was not satisfied, (ii) such Stockholder did not tender such Stockholder's Shares into Company and the Offer Designated Selling Shareholders agree to furnish or withdrew such Shares and (iii) including all shares of Company Common Stock and Company Preference Stock tendered and not withdrawn at the time of termination of the Offer and all Shares cause to be purchased pursuant furnished to this Agreementyou the certificates, the Minimum Condition would have been satisfied. Each Stockholder may tender such Stockholder's Shares into the Offer letters and the purchase of such Shares pursuant opinions, and to the Offer shall satisfy such Stockholder's obligation to sell such Shares and Sub's obligation to purchase such Shares under this Agreement. Subject to satisfaction or waiver of the all conditions set forth in the third sentence Section 7 hereof at each Subsequent Time of this paragraph, Sub shall, no later that three days in advance of such closing date, specify the place, time and date Delivery (which shall not precede the final expiration or termination of the Offer) for the closing of the purchase by Sub of such Stockholder's Sharesas hereinafter defined).

Purchase and Sale of Shares. Subject to the terms and conditions herein set forth, (a) Each Stockholder hereby each Selling Shareholder agrees, severally and not jointly agrees that it shall tender its Shares into jointly, to sell to each of the Offer and that it shall not withdraw any Shares so tendered (it being understood that the obligation contained in this sentence is unconditional, subject to Section 8). In addition toUnderwriters, and not in limitation each of the foregoing obligationUnderwriters agrees, each Stockholder hereby severally and not jointly jointly, to purchase from the Selling Shareholders, at a purchase price of $32.25 per share, the number of Firm Shares (to be adjusted by the Representatives so as to eliminate fractional shares) determined by multiplying the aggregate number of Shares to be sold by the Selling Shareholders as set forth opposite their respective names in Schedule II hereto by a fraction, the numerator of which is the aggregate number of Firm Shares to be purchased by such Underwriter as set forth opposite the name of such Underwriter in Schedule I hereto, and the denominator of which is the aggregate number of Firm Shares to be purchased by all of the Underwriters from the Selling Shareholders hereunder and (b) in the event and to the extent that the Underwriters shall exercise the election to purchase Optional Shares as provided below, Xxxxxx X. Xxxxxxxxxx agrees to sell to Subeach of the Underwriters, and Sub hereby agrees each of the Underwriters agrees, severally and not jointly, to purchasepurchase from Xxxxxx X. Xxxxxxxxxx, all such Stockholder's Common Shares at a price per Common Share equal to $5.50, or such higher the purchase price per share set forth in clause (a) of Company Common Stock this Section 2, that portion of the number of Optional Shares as may to which such election shall have been exercised (to be offered adjusted by Sub the Representatives so as to eliminate fractional shares) determined by multiplying such number of Optional Shares by a fraction, the numerator of which is the maximum number of Optional Shares that such Underwriter is entitled to purchase as set forth opposite the name of such Underwriter in Schedule I hereto and the Offerdenominator of which is the maximum number of the Optional Shares that all of the Underwriters are entitled to purchase hereunder. Xxxxxx X. Xxxxxxxxxx hereby grants to the Underwriters the right to purchase at their election in whole or in part from time to time up to 300,000 Optional Shares, and all such Stockholder's Preference Shares at a price per Preference Share equal to $20, or such higher the purchase price per share of Company Preference Stock as may be offered by Sub set forth in the Offer. Sub's obligation to purchase is subject to the following conditions (which may be waived in the sole discretion of Sub): clause (a) Sub having accepted shares of Company Common Stock and Company Preference Stock for payment under in the Offer or (b) paragraph above plus, if the Offer has been terminated for failure to satisfy purchase and sale of any Optional Shares take place after the Minimum Condition (as defined in Exhibit A First Time of Delivery and after the Firm Shares are traded "ex-dividend," an amount equal to the Merger Agreement)dividend payable on such Optional Shares, (i) all conditions for the sole purpose of covering over-allotments in the sale of Firm Shares. Any such election to purchase Optional Shares may be exercised by written notice from the Offer set Representatives to Xxxxxx X. Xxxxxxxxxx, given not more than twice within a period of 30 calendar days after the date of this Agreement and setting forth in Exhibit A to the Merger Agreement (other than the Minimum Condition) having been satisfied and (ii) including all shares aggregate number of Company Common Stock and Company Preference Stock tendered and not withdrawn at the time of termination of the Offer and all Optional Shares to be purchased pursuant and the date on which such Optional Shares are to this Agreementbe delivered, as determined by the Representatives but in no event earlier than the First Time of Delivery or, unless the Representatives and Xxxxxx X. Xxxxxxxxxx otherwise agree in writing, earlier than two or later than ten business days after the date of such notice. In the event the Representatives elect to purchase all or a portion of the Optional Shares, the Minimum Condition would have been satisfied. Notwithstanding the foregoing, no Stockholder shall be obligated Company and Xxxxxx X. Xxxxxxxxxx agree to sell such Stockholder's Shares after the scheduled final expiration time of the Offer unless (i) the Minimum Condition was not satisfied, (ii) such Stockholder did not tender such Stockholder's Shares into the Offer furnish or withdrew such Shares and (iii) including all shares of Company Common Stock and Company Preference Stock tendered and not withdrawn at the time of termination of the Offer and all Shares cause to be purchased pursuant to this Agreement, the Minimum Condition would have been satisfied. Each Stockholder may tender such Stockholder's Shares into the Offer and the purchase of such Shares pursuant furnished to the Offer shall Representatives the certificates, letters and opinions, and to satisfy such Stockholder's obligation to sell such Shares and Sub's obligation to purchase such Shares under this Agreement. Subject to satisfaction or waiver of the conditions all conditions, set forth in the third sentence Section 7 hereof at each Subsequent Time of this paragraph, Sub shall, no later that three days in advance of such closing date, specify the place, time and date Delivery (which shall not precede the final expiration or termination of the Offer) for the closing of the purchase by Sub of such Stockholder's Sharesas hereinafter defined).

Purchase and Sale of Shares. (a) Each Stockholder hereby On the basis of the representations and warranties and on the terms and subject to the conditions herein set forth, each of the Underwriters agrees to purchase from the Company, severally and not jointly agrees that it shall tender its Shares into jointly, and on the Offer terms and that it shall not withdraw any Shares so tendered (it being understood that the obligation contained in this sentence is unconditional, subject to Section 8). In addition to, and not in limitation of the foregoing obligation, each Stockholder hereby severally and not jointly conditions herein set forth the Company agrees to sell to Subeach of the Underwriters, severally and Sub hereby agrees to purchasejointly, all such Stockholder's Common the number of shares of Firm Shares set forth opposite its name in Schedule I hereof at a price per Common Share equal to $5.50, or such higher price of $ per share (the "Purchase Price"). It is expected that the Company will enter into an underwriting agreement (the "Selling Stockholder Underwriting Agreement") among Morgxx Xxxnxxx & Xo. Incorporated (the "Selling Stockholder Underwriter"), Morgxx Xxxnxxx & Xo. Incorporated, as selling stockholder (the "Selling Stockholder"), and the Company, in connection with the purchase by the Selling Stockholder Underwriter from the Selling Stockholder of Company shares of Common Stock. It is understood that pursuant to the Selling Stockholder Underwriting Agreement, the Selling Stockholder Underwriter will be granted an option to purchase an additional shares of Common Stock as may be offered by Sub to cover over-allotments. If the Selling Stockholder Underwriting Agreement is not executed, the Company agrees to, on the basis of the representations and warranties contained in the Offerthis Agreement, and all such Stockholder's Preference subject to its terms and conditions, sell to the Underwriters, and the Underwriters shall have a right to purchase in one or more instances, severally and not jointly, up to Additional Shares at a price per Preference Share equal to $20, or such higher price per share of Company Preference Stock as may be offered by Sub in the OfferPurchase Price. Sub's obligation 5 5 If the Selling Stockholder Underwriting Agreement is executed and grants the Selling Stockholder Underwriter an option to purchase is additional shares of Common Stock to cover over-allotments, the Company agrees to, on the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, sell to the following conditions (which may be waived Underwriters, and the Underwriters shall have a right to purchase in one or more instances, severally and not jointly, up to the sole discretion number of Sub): (a) Sub having accepted shares of Company Common Stock and Company Preference Stock for payment obtained by subtracting the number of shares with respect to which the Selling Stockholder Underwriter exercised its option under the Offer or (b) if Selling Stockholder Underwriting Agreement from the Offer has been terminated for failure number of shares subject to satisfy such option. If the Minimum Condition (as defined Selling Stockholder Underwriting Agreement is executed and does not grant the Selling Stockholder Underwriter an option to purchase additional shares of Common Stock to cover over-allotments, the Company agrees to, on the basis of the representations and warranties contained in Exhibit A this Agreement, and subject to its terms and conditions, sell to the Merger Agreement)Underwriters, (i) all conditions and the Underwriters shall have a right to the Offer set forth purchase in Exhibit A to the Merger Agreement (other than the Minimum Condition) having been satisfied and (ii) including all shares of Company Common Stock and Company Preference Stock tendered one or more instances, severally and not withdrawn jointly, up to Additional Shares at the time of termination Purchase Price. If the Representatives, on behalf of the Offer and all Underwriters, elect to exercise any of these options, the Representatives shall so notify the Company in writing not later than 30 days after the date of this Agreement, which notice shall specify the number of Additional Shares to be purchased pursuant by the Underwriters and the date on which such shares are to this Agreement, be purchased. Such date may be the Minimum Condition would have been satisfied. Notwithstanding same as the foregoing, no Stockholder shall be obligated to sell such Stockholder's Shares Closing Date (as defined below) but not earlier than the Closing Date nor later than ten business days after the scheduled final expiration time date of such notice. Additional Shares may be purchased as provided in Section 5 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Offer unless (i) the Minimum Condition was not satisfiedFirm Shares. If any Additional Shares are to be purchased, (ii) such Stockholder did not tender such Stockholder's Shares into the Offer or withdrew such Shares and (iii) including all shares of Company Common Stock and Company Preference Stock tendered each Underwriter agrees, severally and not withdrawn at jointly, to purchase the time number of termination Additional Shares (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of the Offer and all Additional Shares to be purchased pursuant to this Agreement, as the Minimum Condition would have been satisfied. Each Stockholder may tender such Stockholder's number of Firm Shares into set forth in Schedule I hereto opposite the Offer and the purchase name of such Shares pursuant Underwriter bears to the Offer shall satisfy such Stockholder's obligation to sell such Shares and Sub's obligation to purchase such Shares under this Agreementtotal number of Firm Shares. Subject to satisfaction or waiver The terms of the conditions public offering of the Shares are as set forth in the third sentence of this paragraph, Sub shall, no later that three days in advance of such closing date, specify the place, time and date (which shall not precede the final expiration or termination of the Offer) for the closing of the purchase by Sub of such Stockholder's SharesProspectus.

Purchase and Sale of Shares. (a) Each Stockholder hereby severally At the Closing, upon the following terms and not jointly agrees that it conditions, the Company shall tender its Shares into issue and sell to the Offer and that it shall not withdraw any Shares so tendered (it being understood that the obligation contained in this sentence is unconditional, subject to Section 8). In addition toPurchasers, and each Purchaser shall, severally but not in limitation jointly, purchase from the Company the number of shares of Common Stock and Preferred Shares listed on Exhibit A attached hereto for an aggregate purchase price of set forth on Exhibit A (the shares of Common Stock purchased hereunder are herein referred to as the “Common Shares”). The purchase price (the “Purchase Price”) paid by each Purchaser shall be allocated as follows: 46.00% of the foregoing obligation, each Stockholder hereby severally and not jointly agrees Purchase Price shall be allocated to sell to Sub, and Sub hereby agrees to purchase, all such Stockholder's the purchase of Common Shares at a price of $4.75 per Common Share equal to $5.50, or such higher price per share of Company Common Stock as may be offered by Sub in the Offershare, and all such Stockholder's Preference 54.00% of the Purchase Price shall be allocated to the purchase of Preferred Shares at a purchase price of $4.75 per Preference share. No fractional Preferred Shares shall be issued; any fractional Preferred Share equal to $20shall be rounded the next whole share. The portion of the Purchase Price of Preferred Shares that is rounded up or down shall be added to, or such higher subtracted from, the purchase price per share of Company Preference Stock as may be offered by Sub in the Offer. Sub's obligation to purchase is subject to the following conditions (which may be waived in the sole discretion of Sub): (a) Sub having accepted shares of Company Common Stock and Company Preference Stock for payment under the Offer or (b) if the Offer has been terminated for failure to satisfy the Minimum Condition (as defined in Exhibit A to the Merger Agreement), (i) all conditions to the Offer set forth in Exhibit A to the Merger Agreement (other than the Minimum Condition) having been satisfied and (ii) including all shares of Company Common Stock and Company Preference Stock tendered and not withdrawn at the time of termination of the Offer Common Shares and all will increase or decrease the number of Common Shares purchased. The Common Shares and the Preferred Shares are collectively referred to be purchased pursuant to this Agreement, herein as the Minimum Condition would have been satisfied“Shares”. Notwithstanding the foregoing, no Stockholder shall the number of Common Shares that any Purchaser will be obligated permitted to sell such Stockholder's Shares purchase hereunder may not exceed the difference between 11,611,900 (19.9% of the Company’s outstanding Common Stock after the scheduled final expiration time issuance of the Offer unless (i) the Minimum Condition was not satisfied, (ii) such Stockholder did not tender such Stockholder's Common Shares into the Offer or withdrew such Shares and (iii) including all shares of Company Common Stock and Company Preference Stock tendered and not withdrawn at the time of termination of the Offer and all Shares to be purchased pursuant to this Agreement, the Minimum Condition would have been satisfied. Each Stockholder may tender such Stockholder's Shares into the Offer ) and the purchase number of such Shares pursuant shares of Common Stock beneficially owned by that Purchaser immediately prior to the Offer shall satisfy such Stockholder's obligation to sell such acquisition of Shares hereunder. The Company and Sub's obligation to purchase such Shares under the Purchasers are executing and delivering this Agreement. Subject to satisfaction or waiver Agreement in accordance with and in reliance upon the exemption from securities registration afforded by Section 4(a)(2) of the conditions set forth in Securities Act, and the third sentence of this paragraphrules and regulations promulgated thereunder, Sub shallincluding Regulation D (“Regulation D”), no later that three days in advance of and/or upon such closing date, specify other exemption from the place, time and date (which shall not precede the final expiration or termination registration requirements of the Offer) for the closing Securities Act as may be available with respect to any or all of the purchase by Sub of such Stockholder's Sharesinvestments to be made hereunder.