Common use of Offering to Dealers and Group Sales Clause in Contracts

Offering to Dealers and Group Sales. We authorize you to reserve for offering and sale, and on our behalf to sell, to institutions or other retail purchasers (such sales being herein called "Group Sales") and to dealers selected by you (such dealers being herein called the "Dealers") all or any part of our Securities as you may determine. Such sales of Securities, if any, shall be made (i) in the case of Group Sales, at the Offering Price, and (ii) in the case of sales to Dealers, at -the Offering Price less the Dealer's Concession. Any Group Sales shall be as nearly as practicable in proportion to the underwriting obligations of the respective Underwriters. Any sales to Dealers made for our account shall be as nearly as practicable in the ratio that the Securities reserved for our account for offering to Dealers bears to the aggregate of all Securities of all Underwriters, including you, so reserved. On any Group Sales or sales to Dealers made by you on our behalf, we shall be entitled to receive only the Underwriter's Concession. You agree to notify us not less than twenty-four (24) hours prior to the commencement of the public offering as to the number of Securities, if any, which we may retain for direct sale. Prior to the termination of this Agreement, you may reserve for offering and sale, as herein before provided, any Securities remaining unsold theretofore retained by us and we may, with your consent, retain any Securities remaining unsold theretofore reserved by you. Sales to Dealers shall be made under a Selected Dealers Agreement, attached hereto as Exhibit B and by this reference incorporated herein. We authorize you to determine the form and manner of any communications with Dealers, and to make such changes in the Selected Dealers Agreement, as you may deem appropriate. In the event that there shall be any such agreements with Dealers, you are authorized to act as managers thereunder, and we agree, in such event, to be governed by the terms and conditions of such agreements. Each Underwriter agrees that it will not offer any of the Securities for sale at a price below the Offering Price or allow any concession therefrom, except as herein otherwise provided. We, as to our Securities, may enter into agreements with Dealers, but any Dealer's Reallowance Concession shall not exceed half of the Dealer's Concession. It is understood that any person to whom an offer may be made, as herein before provided, shall be a member of the National Association of Securities Dealers, Inc. ("NASD") or dealers or institutions with their principal place of business located outside of the United States, its territories or possessions, and who are not eligible for membership under Section 1 of the Bylaws of the NASD who agree to make no sales within the United States, its territories or possessions, or to persons who are nationals thereof, or residents therein, and, in making sales, to comply with the NASD's Rules of Fair Practice. We authorize you to determine the form and manner of any public advertisement of the Securities. Nothing in this Agreement contained shall be deemed to restrict our right, subject to the provisions of this Section 3, to offer our Securities prior to the effective date of the Registration Statement, provided, however, that any such offer shall be made in compliance with any applicable requirements of the Securities Act of 1933 and the Securities Exchange Act of 1934 and the rules and regulations of the Securities and Exchange Commission thereunder and of any applicable state securities laws.

Offering to Dealers and Group Sales. We authorize you to reserve for offering and sale, and on our behalf to sell, to institutions or other retail purchasers (such sales being herein called "Group Sales") and to dealers selected by you (such dealers being herein called the "Dealers") all or any part of our Securities as you may determine. Such sales of Securities, if any, shall be made (i) in the case of Group Sales, at the Offering Price, and (ii) in the case of sales to Dealers, at -the Offering Price less the Dealer's Concession. Any Group Sales shall be as nearly as practicable in proportion to the underwriting obligations of the respective Underwriters. Any sales to Dealers made for our account shall be as nearly as practicable in the ratio that the Securities reserved for our account for offering to Dealers bears to the aggregate of all Securities of all Underwriters, including you, so reserved. On any Group Sales or sales to Dealers made by you on our behalf, we shall be entitled to receive only the Underwriter's Concession. You agree to notify us not less than twenty-four (24) hours prior to the commencement of the public offering as to the number of Securities, if any, which we may retain for direct sale. Prior to the termination of this Agreement, you may reserve for offering and sale, as herein before provided, any Securities remaining unsold theretofore retained by us and we may, with your consent, retain any Securities remaining unsold theretofore reserved by you. Sales to Dealers shall be made under a Selected Dealers Agreement, attached hereto as Exhibit B and by this reference incorporated herein. We authorize you to determine the form and manner of any communications with Dealers, and to make such changes in the Selected Dealers Agreement, as you may deem appropriate. In the event that there shall be any such agreements with Dealers, you are authorized to act as managers thereunder, and we agree, in such event, to be governed by the terms and conditions of such agreements. Each Underwriter agrees that it will not offer any of the Securities for sale at a price below the Offering Price or allow any concession therefrom, except as herein otherwise provided. We, as to our Securities, may enter into agreements with Dealers, but any Dealer's Reallowance Concession shall not exceed half of the Dealer's Concession. It is understood that any person to whom an offer may be made, as herein before provided, shall be a member of the National Association of Securities Dealers, Inc. ("NASD") or dealers or institutions with their principal place of business located outside of the United States, its territories or possessions, and who are not eligible for membership under Section 1 of the Bylaws of the NASD who agree to make no sales within the United States, its territories or possessions, or to persons who are nationals thereof, or residents therein, and, in making sales, to comply with the NASD's Rules of Fair Practice. We authorize you to determine the form and manner of any public advertisement of the Securities. Nothing in this Agreement contained therein shall be deemed to restrict our right, subject to the provisions of this Section 3, to offer our Securities prior to the effective date of the Registration Statement, provided, however, that any such offer shall be made in compliance with any applicable requirements of the Securities Act of 1933 and the Securities Exchange Act of 1934 and the rules and regulations of the Securities and Exchange Commission thereunder and of any applicable state securities laws.

Offering to Dealers and Group Sales. We authorize you to reserve for offering and sale, and on our behalf to sell, to institutions or other retail purchasers (such sales being herein called "Group Sales") and to dealers selected by you (such dealers being herein called the "Dealers") all or any part of our Securities as you may determine. Such sales of Securities, if any, shall be made (i) in the case of Group Sales, at the Offering Price, and (ii) in the case of sales to Dealers, at -the the Offering Price less the Dealer's Concession. Any Group Sales shall be as nearly as practicable in proportion to the underwriting obligations of the respective Underwriters. Any sales to Dealers made for our account shall be as nearly as practicable in the ratio that the Securities reserved for our account for offering to Dealers bears to the aggregate of all Securities of all Underwriters, including you, so reserved. On any Group Sales or sales to Dealers made by you on our behalf, we shall be entitled to receive only the Underwriter's Concession. You agree to notify us not less than twenty-four (24) hours prior to the commencement of the public offering as to the number of Securities, if any, which we may retain for direct sale. Prior to the termination of this Agreement, you may reserve for offering and sale, as herein before provided, any Securities remaining unsold theretofore retained by us and we may, with your consent, retain any Securities remaining unsold theretofore reserved by you. Sales to Dealers shall be made under a Selected Dealers Agreement, attached hereto as Exhibit B and by this reference incorporated herein. We authorize you to determine the form and manner of any communications with Dealers, and to make such changes in the Selected Dealers Agreement, as you may deem appropriate. In the event that there shall be any such agreements with Dealers, you are authorized to act as managers thereunder, and we agree, in such event, to be governed by the terms and conditions of such agreements. Each Underwriter agrees that it will not offer any of the Securities for sale at a price below the Offering Price or allow any concession therefrom, except as herein otherwise provided. We, as to our Securities, may enter into agreements with Dealers, but any Dealer's Reallowance Concession shall not exceed half of the Dealer's Concession. It is understood that any person to whom an offer may be made, as herein before provided, shall be a member of the National Association of Securities Dealers, Inc. ("NASD") or dealers or institutions with their principal place of business located outside of the United States, its territories or possessions, and who are not eligible for membership under Section 1 of the Bylaws of the NASD who agree to make no sales within the United States, its territories or possessions, or to persons who are nationals thereof, or residents therein, and, in making sales, to comply with the NASD's Rules of Fair Practice. We authorize you to determine the form and manner of any public advertisement of the Securities. Nothing in this Agreement contained shall be deemed to restrict our right, subject to the provisions of this Section 3, to offer our Securities prior to the effective date of the Registration Statement, provided, however, that any such offer shall be made in compliance with any applicable requirements of the Securities Act of 1933 and the Securities Exchange Act of 1934 and the rules and regulations of the Securities and Exchange Commission thereunder and of any applicable state securities laws.

Offering to Dealers and Group Sales. We authorize you to reserve for offering and sale, and on our behalf to sell, to institutions or other retail purchasers (such sales being herein called "Group Sales") and to dealers selected by you (such dealers being herein called the "Dealers") all or any part of our Securities as you may determine. Such sales of Securities, if any, shall be made (i) in the case of Group Sales, at the Offering Price, and (ii) in the case of sales to Dealers, at -the Offering Price less the Dealer's Concession. Any Group Sales shall be as nearly as practicable in proportion to the underwriting obligations of the respective Underwriters. Any sales to Dealers made for our account shall be as nearly as practicable in the ratio that the Securities reserved for our account for offering to Dealers bears to the aggregate of all Securities of all Underwriters, including you, so reserved. On any Group Sales or sales to Dealers made by you on our behalf, we shall be entitled to receive only the Underwriter's Concession. You agree to notify us not less than twenty-four (24) hours prior to the commencement of the public offering as to the number of Securities, if any, which we may retain for direct sale. Prior to the termination of this Agreement, you may reserve for offering and sale, as herein before provided, any Securities remaining unsold theretofore retained by us and we may, with your consent, retain any Securities remaining unsold theretofore reserved by you. Sales to Dealers shall be made under a Selected Dealers Agreement, attached hereto as Exhibit B and by this reference incorporated herein. We authorize you to determine the form and manner of any communications with Dealers, and to make such changes in the Selected Dealers Agreement, as you may deem appropriate. In the event that there shall be any such agreements with Dealers, you are authorized to act as managers thereunder, and we agree, in such event, to be governed by the terms and conditions of such agreements. Each Underwriter agrees that it will not offer any of the Securities for sale at a price below the Offering Price or allow any concession therefrom, except as herein otherwise provided. We, as to our Securities, may enter into agreements with Dealers, but any Dealer's Reallowance Concession shall not exceed half of the Dealer's Concession. It is understood that any person to whom an offer may be made, as herein before provided, shall be a member of the National Association of Securities Dealers, Inc. ("NASD") or dealers or institutions with their principal place of business located outside of the United States, its territories or possessions, and who are not eligible for membership under Section 1 of the Bylaws of the NASD who agree to make no sales within the United States, its territories or possessions, or to persons who are nationals thereof, or residents therein, and, in making sales, to comply with the NASD's Rules of Fair Practice. We authorize you to determine the form and manner of any public advertisement of the Securities. Nothing in this Agreement contained shall be deemed to restrict our right, subject to the provisions of this Section 3, to offer our Securities prior to the effective date of the Registration Statement, provided, however, that any such offer shall be made in compliance with any applicable requirements of the Securities Act of 1933 and the Securities Exchange Act of 1934 and the rules and regulations of the Securities and Exchange Commission thereunder and of any applicable state securities laws.herein

Offering to Dealers and Group Sales. We authorize you to reserve for offering and sale, and on our behalf to sell, to institutions or other retail purchasers (such sales being herein called "Group Sales") and to dealers selected by you (such dealers dealers, among whom any of the Underwriters may be included, being herein called the "Dealers") all or any part of our Securities Shares and/or Warrants as you may determine. Such sales of SecuritiesShares and/or Warrants, if any, shall be made (ia) in the case of Group Sales, at the Offering Price, and (iib) in the case of sales to Dealers, at -the the Offering Price or at the Offering Price less the Dealer's Concessionsuch concession or concessions as you may from time to time determine. Any The aggregate of any Group Sales made for our account shall be as nearly as practicable in proportion to the our underwriting obligations (unless you agree to a smaller proportion for the account of any Underwriter at the respective Underwritersrequest of such Underwriter), but it shall not be necessary for each such sale to be made in such proportion. Any sales to Dealers made for our account shall be as nearly as practicable in the ratio that the Securities Shares and/or Warrants reserved for our account for offering to Dealers bears to the aggregate of all Securities Shares and/or Warrants of all Underwriters, including you, Underwriters so reserved. On any Group Sales or sales to Dealers made by you on our behalf, we shall be entitled to receive only the Underwriter's Concession. You agree to notify us not less than twenty-four (24) hours prior to promptly on the commencement date of the public offering as to the number of SecuritiesShares and/or Warrants, if any, which we may retain for direct sale. Prior to the termination of this Agreement, you may reserve for offering and sale, sale as herein before provided, hereinbefore provided any Securities Shares and/or Warrants remaining unsold theretofore retained by us and we may, with your consent, retain any Securities Shares and/or Warrants remaining unsold theretofore reserved by you. Sales to Dealers shall be made under a Selected Dealers Agreement, attached hereto as Exhibit B and by this reference incorporated herein. We authorize you to determine the form and manner of any communications or agreements with Dealers, and to make such changes which may be in the Selected Dealers form of the Selling Agreement, or otherwise, as you may deem appropriatedetermine. In the event that If there shall be any such agreements with Dealers, you are authorized to act as managers thereunder, manager thereunder and we agree, in such event, to be governed by the terms and conditions of such agreements. You may arrange for any Underwriter, including yourself, to become one of such Dealers. Each Underwriter agrees that it will not offer any of the Securities Shares and/or Warrants for sale at a price below the Offering Price or allow any concession therefrom, therefrom except as herein otherwise provided. We, as to our Securities, may enter into agreements with Dealers, but any Dealer's Reallowance Concession shall not exceed half of the Dealer's Concession. It is understood that any person Dealer to whom which an offer may be made, made as herein before providedhereinbefore provided shall be actually engaged in the investment banking or securities business, shall be a member execute the written agreement prescribed by Section 24(c) of Article III of the Rules of Fair Practice of the National Association of Securities Dealers, Inc. (the "NASD") ), and shall either be a member in good standing of the NASD or dealers be a foreign dealer or institutions with their principal place institution not eligible for membership in the NASD which agrees to make no offers or sales of business located outside of the Shares and/or Warrants in the United States, its territories territories, or possessions, and who are not eligible for membership under Section 1 of the Bylaws of the NASD who agree to make no sales within the United States, its territories or possessions, possessions or to persons who are nationals thereof, citizens thereof or residents therein, and, in making sales, to comply with the NASD's interpretation with respect to Free-Riding and Withholding and Sections 8, 24, and 36 of the Article III of the NASD's Rules of Fair PracticePractice as if it were an NASD member and Section 25 of such Article III as it applies to a non-member broker or dealer in a foreign country. The Underwriters may allow, and the Dealers, if any may reallow, such concession or concessions as you may from time to time determine on sales of Shares and/or Warrants, to any eligible broker or dealer, all subject to the Rules of Fair Practice of the NASD. You, as Representative, and any of the Underwriters with your prior consent, may make purchases or sales of Shares and/or Warrants (c) from or to any of the other Underwriters, at the Offering Price less all or any part of the underwriting discount as set forth on, or determined pursuant to the disclosure on, the cover page of the Prospectus and (d) from or to any of the dealers, at the Offering Price or at the Offering Price less all or any part of the concession to Dealers. We authorize you to determine the form and manner of any public advertisement of the SecuritiesShares and/or Warrants. Nothing contained in this Agreement contained shall be deemed to restrict our right, subject to the provisions of this Section 3, to offer our Securities Shares and/or Warrants prior to the effective date of the Registration Statement, provided, however, provided that any such offer shall be made in compliance with any applicable requirements of the Securities Act of 1933 1933, as amended (the "Act"), and the Securities Exchange Act act of 1934 1934, as amended (the "Exchange Act"), and the rules and regulations regulation of the Securities and Exchange Commission thereunder and of any applicable state securities or foreign laws.

Offering to Dealers and Group Sales. We authorize you to reserve for offering and sale, and on our behalf to sell, to institutions or other retail purchasers (such sales being herein called "Group Sales") and to dealers selected by you (such dealers dealers, among whom any of the Underwriters may be included, being herein called the "Dealers") all or any part of our Securities Shares as you may determine. Such sales of SecuritiesShares, if any, shall be made (ia) in the case of Group Sales, at the Offering Price, and (iib) in the case of sales to Dealers, at -the the Offering Price or at the Offering Price less the Dealer's Concessionsuch concession or concessions as you may from time to time determine. Any The aggregate of any Group Sales made for our account shall be as nearly as practicable in proportion to the our underwriting obligations (unless you agree to a smaller proportion for the account of any Underwriter at the respective Underwritersrequest of such Underwriter), but it shall not be necessary for each such sale to be made in such proportion. Any sales to Dealers made for our account shall be as nearly as practicable in the ratio that the Securities Shares reserved for our account for offering to Dealers bears to the aggregate of all Securities Shares of all Underwriters, including you, Underwriters so reserved. On any Group Sales or sales to Dealers made by you on our behalf, we shall be entitled to receive only the Underwriter's Concession. You agree to notify us not less than twenty-four (24) hours prior to promptly on the commencement date of the public offering as to the number of SecuritiesShares , if any, which we may retain for direct sale. Prior to the termination of this Agreement, you may reserve for offering and sale, sale as herein before provided, hereinbefore provided any Securities Shares remaining unsold theretofore retained by us and we may, with your consent, retain any Securities Shares remaining unsold theretofore reserved by you. Sales to Dealers shall be made under a Selected Dealers Agreement, attached hereto as Exhibit B and by this reference incorporated herein. We authorize you to determine the form and manner of any communications or agreements with Dealers, and to make such changes which may be in the Selected Dealers form of the Selling Agreement, or otherwise, as you may deem appropriatedetermine. In the event that If there shall be any such agreements with Dealers, you are authorized to act as managers thereunder, manager thereunder and we agree, in such event, to be governed by the terms and conditions of such agreements. You may arrange for any Underwriter, including yourself, to become one of such Dealers. Each Underwriter agrees that it will not offer any of the Securities Shares for sale at a price below the Offering Price or allow any concession therefrom, therefrom except as herein otherwise provided. We, as to our Securities, may enter into agreements with Dealers, but any Dealer's Reallowance Concession shall not exceed half of the Dealer's Concession. It is understood that any person Dealer to whom which an offer may be made, made as herein before providedhereinbefore provided shall be actually engaged in the investment banking or securities business, shall be a member execute the written agreement prescribed by Section 24(c) of Article III of the Rules of Fair Practice of the National Association of Securities Dealers, Inc. (the "NASD") ), and shall either be a member in good standing of the NASD or dealers be a foreign dealer or institutions with their principal place institution not eligible for membership in the NASD which agrees to make no offers or sales of business located outside of the Shares in the United States, its territories territories, or possessions, and who are not eligible for membership under Section 1 of the Bylaws of the NASD who agree to make no sales within the United States, its territories or possessions, possessions or to persons who are nationals thereof, citizens thereof or residents therein, and, in making sales, to comply with the NASD's interpretation with respect to Free-Riding and Withholding and Sections 8, 24, and 36 of the Article III of the NASD's Rules of Fair PracticePractice as if it were an NASD member and Section 25 of such Article III as it applies to a non-member broker or dealer in a foreign country. The Underwriters may allow, and the Dealers, if any may reallow, such concession or concessions as you may from time to time determine on sales of Shares, to any eligible broker or dealer, all subject to the Rules of Fair Practice of the NASD. You, as Representative, and any of the Underwriters with your prior consent, may make purchases or sales of Shares (c) from or to any of the other Underwriters, at the Offering Price less all or any part of the underwriting discount as set forth on, or determined pursuant to the disclosure on, the cover page of the Prospectus and (d) from or to any of the dealers, at the Offering Price or at the Offering Price less all or any part of the concession to Dealers. We authorize you to determine the form and manner of any public advertisement of the SecuritiesShares. Nothing contained in this Agreement contained shall be deemed to restrict our right, subject to the provisions of this Section 3, to offer our Securities Shares prior to the effective date of the Registration Statement, provided, however, provided that any such offer shall be made in compliance with any applicable requirements of the Securities Act of 1933 1933, as amended (the "Act"), and the Securities Exchange Act act of 1934 1934, as amended (the "Exchange Act"), and the rules and regulations regulation of the Securities and Exchange Commission thereunder and of any applicable state securities or foreign laws.

Offering to Dealers and Group Sales. We authorize you to reserve for offering and sale, and on our behalf to sell, to institutions or other retail purchasers (such sales being herein called "Group Sales") and to dealers selected by you (such dealers being herein called the "Dealers") all or any part of our Securities Shares as you may determine. Such sales of SecuritiesShares, if any, shall be made (i) in the case of Group Sales, at the Offering Price, and (ii) in the case of sales to Dealers, at -the the Offering Price less the Dealer's Concession. Any Group Sales shall be as nearly as practicable in proportion to the underwriting obligations of the respective Underwriters. Any sales to Dealers made for our account shall be as nearly as practicable in the ratio that the Securities Shares reserved for our account for offering to Dealers bears to the aggregate of all Securities Shares of all Underwriters including you so reserved. The over-allotment option provided for in Section 2 of the Underwriting Agreement to the extent exercised shall be exercised by you as Representative of the Underwriters, including and shall be exercised only for the purpose of making Group Sales or sales to Dealers by you, so reserved. Such sales for our account of the over-allotment option shall as nearly as practicable be in proportion to the underwriting obligations of the respective Underwriters. On any Group Sales or sales to Dealers Dealers, including those pertaining to the over-allotment option, made by you on our behalf, behalf we shall be entitled to receive only the Underwriter's Concession. You agree to notify us not less than twenty-four (24) hours prior to promptly on the commencement date of the public offering as to the number of SecuritiesShares, if any, which we may retain for direct sale. Prior to the termination of this Agreement, you may reserve for offering and sale, sale as herein before provided, hereinbefore provided any Securities Shares remaining unsold theretofore retained by us and we may, with your consent, retain any Securities Shares remaining unsold theretofore reserved by you. Sales to Dealers shall be made under a Selected Dealers Agreement, attached hereto as Exhibit B and by this reference incorporated herein. We authorize you to determine the form and manner of any communications with Dealers, and to make such changes in the Selected Dealers Agreement, Agreement as you may deem appropriate. In the event that there shall be any such agreements with Dealers, you are authorized to act as managers thereunder, manager thereunder and we agree, in such event, to be governed by the terms and conditions of such agreements. Each Underwriter agrees that it will not offer any of the Securities Shares for sale at a price below the Offering Price or allow any concession therefrom, therefrom except as herein otherwise provided. We, We as to our Securities, Shares may enter into agreements with Dealers, but any Dealer's Reallowance Concession shall not exceed half of the Dealer's Concessiondealers. It is understood that any person to whom an offer may be made, made as herein before provided, hereinbefore provided shall be a member of the National Association of Securities Dealers, Inc. ("NASD") ), or dealers or institutions with their principal place of business located outside of the United States, its territories or possessions, possessions and who are not eligible for membership registered under Section 1 of the Bylaws of the NASD Exchange Act who agree to make no sales within the United States, its territories or possessions, possessions or to persons who are nationals thereof, thereof or residents therein, therein and, in making sales, to comply with the NASD's Rules of Fair Practicerules or interpretations with respect to free-riding and withholding. We authorize you to determine the form and manner of any public advertisement of the SecuritiesShares. Nothing in this Agreement contained shall be deemed to restrict our right, subject to the provisions of this Section 3, to offer our Securities Shares prior to the effective date of the Registration Statement, provided, however, provided that any such offer shall be made in compliance with any applicable requirements of the Securities Act of 1933 and the Securities Exchange Act of 1934 and the rules and regulations of the Securities and Exchange Commission ("Commission") thereunder and of any applicable state securities laws.

Offering to Dealers and Group Sales. We authorize you to reserve for offering and sale, and on our behalf to sell, to institutions or other retail purchasers (such sales being herein called "Group Sales") and to dealers selected by you (such dealers being herein called the "Dealers") all or any part of our Securities as you may determine. Such sales of Securities, if any, shall be made (i) in the case of Group Sales, at the Offering Price, and (ii) in the case of sales to Dealers, at -the Offering Price less the Dealer's Concession. Any Group Sales shall be as nearly as practicable in proportion to the underwriting obligations of the respective Underwriters. Any sales to Dealers made for our account shall be as nearly as practicable in the ratio that the Securities reserved for our account for offering to Dealers bears to the aggregate of all Securities of all Underwriters, including you, so reserved. On any Group Sales or sales to Dealers made by you on our behalf, we shall be entitled to receive only the Underwriter's Concession. You agree to notify us not less than twenty-four (24) hours prior to the commencement of the public offering as to the number of Securities, if any, which we may retain for direct sale. Prior to the termination of this Agreement, you may reserve for offering and sale, as herein before provided, any Securities remaining unsold theretofore retained by us and we may, with your consent, retain any Securities remaining unsold theretofore reserved by you. Sales to Dealers shall be made under a Selected Dealers Agreement, attached hereto as Exhibit B and by this reference incorporated herein. We authorize you to determine the form and manner of any communications with Dealers, and to make such changes in the Selected Dealers Agreement, as you may deem appropriate. In the event that there shall be any such agreements with Dealers, you are authorized to act as managers thereunder, and we agree, in such event, to be governed by the terms and conditions of such agreements. Each Underwriter agrees that it will not offer any of the Securities for sale at a price below the Offering Price or allow any concession therefrom, except as herein otherwise provided. We, as to our Securities, may enter into agreements with Dealers, but any Dealer's Reallowance Concession shall not exceed half of the Dealer's Concession. It is understood that any person to whom an offer may be made, as herein before provided, shall be a member of the National Association of Securities Dealers, Inc. ("NASD") or dealers or institutions with their principal place of business located outside of the United States, its territories or possessions, and who are not eligible for membership under Section 1 of the Bylaws of the NASD who agree to make no sales within the United States, its territories or possessions, or to persons who are nationals thereof, or residents therein, and, in making sales, to comply with the NASD's Rules of Fair Practice. We authorize you to determine the form and manner of any public advertisement of the Securities. Nothing contained in this Agreement contained shall be deemed to restrict our right, subject to the provisions of this Section 3, to offer our Securities prior to the effective date of the Registration Statement, provided, however, that any such offer shall be made in compliance with any applicable requirements of the Securities Act of 1933 and the Securities Exchange Act of 1934 and the rules and regulations of the Securities and Exchange Commission thereunder and of any applicable state securities laws.

Offering to Dealers and Group Sales. We authorize you to reserve for offering and sale, and on our behalf to sell, to institutions or other retail purchasers (such sales being herein called "Group Sales") and to dealers selected by you (such dealers being herein called the "Dealers") all or any part of our Securities Units as you may determine. Such sales of SecuritiesUnits, if any, shall be made (ia) in the case of Group Sales, at the Offering Price, and (iib) in the case of sales to Dealers, at -the the Offering Price less the Dealer's Concession. Any Group Sales shall be as nearly as practicable in proportion to the underwriting obligations of the respective Underwriters. Any sales to Dealers made for our account shall be as nearly as practicable in the ratio that the Securities Units reserved for our account for offering to Dealers bears to the aggregate of all Securities Units of all Underwriters, including you, so reserved. On any Group Sales or sales to Dealers made by you on our behalf, we shall be entitled to receive only the Underwriter's Concession. You agree to notify us not less than twenty-four (24) hours prior to the commencement of the public offering as to the number of SecuritiesUnits, if any, which we may retain for direct sale. Prior to the termination of this Agreement, you may reserve for offering and sale, as herein before provided, any Securities Units remaining unsold theretofore retained by us and we may, with your consent, retain any Securities Units remaining unsold theretofore reserved by you. Sales to Dealers shall be made under a Selected Dealers Agreement, attached hereto as Exhibit B and by this reference incorporated herein. We authorize you to determine the form and manner of any communications with Dealers, and to make such changes in the Selected Dealers Agreement, as you may deem appropriate. In the event that there shall be any such agreements with Dealers, you are authorized to act as managers thereunder, and we agree, in such event, to be governed by the terms and conditions of such agreements. Each Underwriter agrees that it will not offer any of the Securities Units for sale at a price below the Offering Price or allow any concession therefrom, except as herein otherwise provided. We, as to our SecuritiesUnits, may enter into agreements with Dealers, but any Dealer's Reallowance Concession shall not exceed half of the Dealer's Concession. It is understood that any person to whom an offer may be made, as herein before provided, shall be a member of the National Association of Securities Units Dealers, Inc. ("NASD") or dealers or institutions with their principal place of business located outside of the United States, its territories or possessions, and who are not eligible for membership under Section 1 of the Bylaws of the NASD who agree to make no sales within the United States, its territories or possessions, or to persons who are nationals thereof, or residents therein, and, in making sales, to comply with the NASD's Rules of Fair Practice. We authorize you to determine the form and manner of any public advertisement of the SecuritiesUnits. Nothing in this Agreement contained therein shall be deemed to restrict our right, subject to the provisions of this Section 3, to offer our Securities Units prior to the effective date of the Registration Statement, provided, however, that any such offer shall be made in compliance with any applicable requirements of the Securities Act of 1933 and the Securities Exchange Act of 1934 and the rules and regulations of the Securities and Exchange Commission thereunder and of any applicable state securities laws.

Offering to Dealers and Group Sales. We authorize you to reserve for offering and sale, and on our behalf to sell, to institutions or other retail purchasers (such sales being herein called "Group Sales") and to dealers selected by you (such dealers dealers, among whom any of the Underwriters may be included, being herein called the "Dealers") all or any part of our Securities Shares and/or Warrants as you may determine. Such sales of Shares, Warrants and/or Additional Securities, if any, shall be made (ia) in the case of Group Sales, at the Offering Price, and (iib) in the case of sales to Dealers, at -the the Offering Price or at the Offering Price less the Dealer's Concessionsuch concession or concessions as you may from time to time determine. Any The aggregate of any Group Sales made for our account shall be as nearly as practicable in proportion to the our underwriting obligations (unless you agree to a smaller proportion for the account of any Underwriter at the respective Underwritersrequest of such Underwriter), but it shall not be necessary for each such sale to be made in such proportion. Any sales to Dealers made for our account shall be as nearly as practicable in the ratio that the Shares, Warrants and/or Additional Securities reserved for our account for offering to Dealers bears to the aggregate of all Shares, Warrants and/or Additional Securities of all Underwriters, including you, Underwriters so reserved. On any Group Sales or sales to Dealers made by you on our behalf, we shall be entitled to receive only the Underwriter's Concession. You agree to notify us not less than twenty-four (24) hours prior to promptly on the commencement date of the public offering as to the number of Shares, Warrants and/or Additional Securities, if any, which we may retain for direct sale. Prior to the termination of this Agreement, you may reserve for offering and salesale as hereinbefore provided any Shares, as herein before provided, any Warrants and/or Additional Securities remaining unsold theretofore retained by us and we may, with your consent, retain any Shares, Warrants and/or Additional Securities remaining unsold theretofore reserved by you. Sales to Dealers shall be made under a Selected Dealers Agreement, attached hereto as Exhibit B and by this reference incorporated herein. We authorize you to determine the form and manner of any communications or agreements with Dealers, and to make such changes which may be in the Selected Dealers form of the Selling Agreement, or otherwise, as you may deem appropriatedetermine. In the event that If there shall be any such agreements with Dealers, you are authorized to act as managers thereunder, manager thereunder and we agree, in such event, to be governed by the terms and conditions of such agreements. You may arrange for any Underwriter, including yourself, to become one of such Dealers. Each Underwriter agrees that it will not offer any of the Shares, Warrants and/or Additional Securities for sale at a price below the Offering Price or allow any concession therefrom, therefrom except as herein otherwise provided. We, as to our Securities, may enter into agreements with Dealers, but any Dealer's Reallowance Concession shall not exceed half of the Dealer's Concession. It is understood that any person Dealer to whom which an offer may be made, made as herein before providedhereinbefore provided shall be actually engaged in the investment banking or securities business, shall be a member execute the written agreement prescribed by Section 24(c) of Article III of the Rules of Fair Practice of the National Association of Securities Dealers, Inc. (the "NASD") ), and shall either be a member in good standing of the NASD or dealers be a foreign dealer or institutions with their principal place institution not eligible for membership in the NASD which agrees to make no offers or sales of business located outside of the Shares, Warrants and/or Additional Securities in the United States, its territories territories, or possessions, and who are not eligible for membership under Section 1 of the Bylaws of the NASD who agree to make no sales within the United States, its territories or possessions, possessions or to persons who are nationals thereof, citizens thereof or residents therein, and, in making sales, to comply with the NASD's interpretation with respect to Free-Riding and Withholding and Sections 8, 24, and 36 of the Article III of the NASD's Rules of Fair PracticePractice as if it were an NASD member and Section 25 of such Article III as it applies to a non-member broker or dealer in a foreign country. The Underwriters may allow, and the Dealers, if any may reallow, such concession or concessions as you may from time to time determine on sales of Shares, Warrants and/or Additional Securities, to any eligible broker or dealer, all subject to the Rules of Fair Practice of the NASD. You, as Representative, and any of the Underwriters with your prior consent, may make purchases or sales of Shares, Warrants and/or Additional Securities (c) from or to any of the other Underwriters, at the Offering Price less all or any part of the underwriting discount as set forth on, or determined pursuant to the disclosure on, the cover page of the Prospectus and (d) from or to any of the dealers, at the Offering Price or at the Offering Price less all or any part of the concession to Dealers. We authorize you to determine the form and manner of any public advertisement of the Shares, Warrants and/or Additional Securities. Nothing contained in this Agreement contained shall be deemed to restrict our right, subject to the provisions of this Section 3, to offer our Shares, Warrants and/or Additional Securities prior to the effective date of the Registration Statement, provided, however, provided that any such offer shall be made in compliance with any applicable requirements of the Securities Act of 1933 1933, as amended (the "Act"), and the Securities Exchange Act act of 1934 1934, as amended (the "Exchange Act"), and the rules and regulations regulation of the Securities and Exchange Commission thereunder and of any applicable state securities or foreign laws.

Offering to Dealers and Group Sales. We authorize you to reserve for offering and sale, and on our behalf to sell, to institutions or other retail purchasers (such sales being herein called "Group Sales") and to dealers selected by you (such dealers being herein called the "Dealers") all or any part of our Securities Shares as you may determine. Such sales of SecuritiesShares, if any, shall be made (i) in the case of Group Sales, at the Offering Price, and (ii) in the case of sales to Dealers, at -the the Offering Price less the Dealer's Concession. Any Group Sales shall be as nearly as practicable in proportion to the underwriting obligations of the respective Underwriters. Any sales to Dealers made for our account shall be as nearly as practicable in the ratio that the Securities Shares reserved for our account for offering to Dealers bears to the aggregate of all Securities Shares of all Underwriters including you so reserved. The over-allotment option provided for in Section 3.01 to the extent exercised shall be exercised by you as a Representative of the Underwriters, including and shall be exercised only for the purpose of making Group Sales or sales to Dealers by you, so reserved. Such sales for our account of the over-allotment option shall as nearly as practicable be in proportion to the underwriting obligations of the respective Underwriters. On any Group Sales or sales to Dealers Dealers, including those pertaining to the over-allotment option, made by you on our behalf, behalf we shall be entitled to receive only the Underwriter's Concession. You agree to notify us not less than twenty-four (24) 24 hours prior to the commencement of the public offering as to the number of SecuritiesShares, if any, which we may retain for direct sale. Prior to the termination of this Agreement, you may reserve for offering and sale, sale as herein before provided, hereinbefore provided any Securities Shares remaining unsold theretofore retained by us and we may, with your consent, retain any Securities Shares remaining unsold theretofore reserved by you. Sales to Dealers shall be made under a Selected Dealers Agreement, attached hereto as Exhibit B B, attached hereto and by this reference incorporated herein. We authorize you to determine the form and manner of any communications with Dealers, and to make such changes in the Selected Dealers Agreement, Agreement as you may deem appropriate. In the event that there shall be any such agreements with Dealers, you are authorized to act as managers thereunder, thereunder and we agree, in such event, to be governed by the terms and conditions of such agreements. Each Underwriter agrees that it will not offer any of the Securities Shares for sale at a price below the Offering Price or allow any concession therefrom, therefrom except as herein otherwise provided. We, We as to our Securities, Shares may enter into agreements with Dealersdealers, but any Dealer's Reallowance Concession shall not exceed half of the Dealer's Concession. It is understood that any person to whom an offer may be made, made as herein before provided, hereinbefore provided shall be a member of the National Association of Securities Dealers, Inc. ("NASD") or dealers or institutions with their principal place of business located outside of the United States, its territories or possessions, possessions and who are not eligible for membership registered under Section 1 the Securities Exchange Act of the Bylaws of the NASD 1934 who agree to make no sales within the United States, its territories or possessions, possessions or to persons who are nationals thereof, thereof or residents therein, therein and, in making sales, to comply with the NASD's Rules of Fair Practiceinterpretations with respect to free-riding and withholding. We authorize you to determine the form and manner of any public advertisement of the SecuritiesShares. Nothing in this Agreement contained shall be deemed to restrict our right, subject to the provisions of this Section 3, to offer our Securities Shares prior to the effective date of the Registration Statement, provided, however, provided that any such offer shall be made in compliance with any applicable requirements of the Securities Act of 1933 and the Securities Exchange Act of 1934 and the rules and regulations of the Securities and Exchange Commission thereunder and of any applicable state securities laws.

Offering to Dealers and Group Sales. We authorize you to reserve for offering and sale, and on our behalf to sell, to institutions or other retail purchasers (such sales being herein called "Group Sales") and to dealers selected by you (such dealers dealers, among whom any of the Underwriters may be included, being herein called the "Dealers") all or any part of our Securities Stock as you may determine. Such sales of SecuritiesUnits, if any, shall be made (ia) in the case of Group Sales, at the Offering Price, and (iib) in the case of sales to Dealers, at -the the Offering Price or at the Offering Price less the Dealer's Concessionsuch concession or concessions as you may from time to time determine. Any The aggregate of any Group Sales made for our account shall be as nearly as practicable in proportion to the our underwriting obligations (unless you agree to a smaller proportion for the account of any Underwriter at the respective Underwritersrequest of such Underwriter), but it shall not be necessary for each such sale to be made in such proportion. Any sales to Dealers made for our account shall be as nearly as practicable in the ratio that the Securities Units reserved for our account for offering to Dealers bears to the aggregate of all Securities Units of all Underwriters, including you, Underwriters so reserved. On any Group Sales or sales to Dealers made by you on our behalf, we shall be entitled to receive only the Underwriter's Concession. You agree to notify us not less than twenty-four (24) hours prior to promptly on the commencement date of the public offering as to the number of SecuritiesUnits, if any, which we may retain for direct sale. Prior to the termination of this Agreement, you may reserve for offering and sale, sale as herein before provided, hereinbefore provided any Securities Units remaining unsold theretofore retained by us and we may, with your consent, retain any Securities Units remaining unsold theretofore reserved by you. Sales to Dealers shall be made under a Selected Dealers Agreement, attached hereto as Exhibit B and by this reference incorporated herein. We authorize you to determine the form and manner of any communications or agreements with Dealers, and to make such changes which may be in the Selected Dealers form of the Selling Agreement, or otherwise, as you may deem appropriatedetermine. In the event that If there shall be any such agreements with Dealers, you are authorized to act as managers thereunder, manager thereunder and we agree, in such event, to be governed by the terms and conditions of such agreements. You may arrange for any Underwriter, including yourself, to become one of such Dealers. Each Underwriter agrees that it will not offer any of the Securities Units for sale at a price below the Offering Price or allow any concession therefrom, therefrom except as herein otherwise provided. We, as to our Securities, may enter into agreements with Dealers, but any Dealer's Reallowance Concession shall not exceed half of the Dealer's Concession. It is understood that any person Dealer to whom which an offer may be made, made as herein before providedhereinbefore provided shall be actually engaged in the investment banking or securities business, shall be a member execute the written agreement prescribed by Section 24(c) of Article III of the Rules of Fair Practice of the National Association of Securities Dealers, Inc. (the "NASD") ), and shall either be a member in good standing of the NASD or dealers be a foreign dealer or institutions with their principal place institution not eligible for membership in the NASD which agrees to make no offers or sales of business located outside of the Units in the United States, its territories territories, or possessions, and who are not eligible for membership under Section 1 of the Bylaws of the NASD who agree to make no sales within the United States, its territories or possessions, possessions or to persons who are nationals thereof, citizens thereof or residents therein, and, in making sales, to comply with the NASD's interpretation with respect to Free-Riding and Withholding and Sections 8, 24, and 36 of the Article III of the NASD's Rules of Fair PracticePractice as if it were an NASD member and Section 25 of such Article III as it applies to a non-member broker or dealer in a foreign country. The several Underwriters may allow, and the Dealers, if any may reallow, such concession or concessions as you may from time to time determine on sales of Units, to any eligible broker or dealer, all subject to the Rules of Fair Practice of the NASD. You, as Representative, and any of the several Underwriters with your prior consent, may make purchases or sales of Units (c) from or to any of the other Underwriters, at the Offering Price less all or any part of the underwriting discount as set forth on, or determined pursuant to the disclosure on, the cover page of the Prospectus and (d) from or to any of the dealers, at the Offering Price or at the Offering Price less all or any part of the concession to Dealers. We authorize you to determine the form and manner of any public advertisement of the SecuritiesUnits. Nothing contained in this Agreement contained shall be deemed to restrict our right, subject to the provisions of this Section 3, to offer our Securities Units prior to the effective date of the Registration Statement, provided, however, provided that any such offer shall be made in compliance with any applicable requirements of the Securities Act of 1933 1933, as amended (the "Act"), and the Securities Exchange Act act of 1934 1934, as amended (the "Exchange Act"), and the rules and regulations regulation of the Securities and Exchange Commission thereunder and of any applicable state securities or foreign laws.

Offering to Dealers and Group Sales. We authorize you to reserve for offering and sale, and on our behalf to sell, to institutions or other retail purchasers (such sales being herein called "Group Sales") and to dealers selected by you (such dealers being herein called the "Dealers") all or any part of our Securities as you may determine. Such sales of Securities, if any, shall be made (i) in the case of Group Sales, at the Offering Price, and (ii) in the case of sales to Dealers, at -the the Offering Price less the Dealer's Concession. Any Group Sales shall be as nearly as practicable in proportion to the underwriting obligations of the respective Underwriters. Any sales to Dealers made for our account shall be as nearly as practicable in the ratio that the Securities reserved for our account for offering to Dealers bears to the aggregate of all Securities of all Underwriters, including you, so reserved. On any Group Sales or sales to Dealers made by you on our behalf, we shall be entitled to receive only the Underwriter's Concession. You agree to notify us not less than twenty-four (24) hours prior to the commencement of the public offering as to the number of Securities, if any, which we may retain for direct sale. Prior to the termination of this Agreement, you may reserve for offering and sale, as herein before provided, any Securities remaining unsold theretofore retained by us and we may, with your consent, retain any Securities remaining unsold theretofore reserved by you. Sales to Dealers shall be made under a Selected Dealers Agreement, attached hereto as Exhibit B and by this reference incorporated herein. We authorize you to determine the form and manner of any communications with Dealers, and to make such changes in the Selected Dealers Agreement, as you may deem appropriate. In the event that there shall be any such agreements with Dealers, you are authorized to act as managers thereunder, and we agree, in such event, to be governed by the terms and conditions of such agreements. Each Underwriter agrees that it will not offer any of the Securities for sale at a price below the Offering Price or allow any concession therefrom, except as herein otherwise provided. We, as to our Securities, may enter into agreements with Dealers, but any Dealer's Reallowance Concession shall not exceed half of the Dealer's Concession. It is understood that any person to whom an offer may be made, as herein before hereinbefore provided, shall be a member of the National Association of Securities Dealers, Inc. ("NASD") or dealers or institutions with their principal place of business located outside of the United States, its territories or possessions, and who are not eligible for membership under Section 1 of the Bylaws of the NASD who agree to make no sales within the United States, its territories or possessions, or to persons who are nationals thereof, or residents therein, and, in making sales, to comply with the NASD's Rules of Fair Practice. We authorize you to determine the form and manner of any public advertisement of the Securities. Nothing in this Agreement contained shall be deemed to restrict our right, subject to the provisions of this Section 3, to offer our Securities prior to the effective date of the Registration Statement, provided, however, that any such offer shall be made in compliance with any applicable requirements of the Securities Act of 1933 and the Securities Exchange Act of 1934 and the rules and regulations of the Securities and Exchange Commission thereunder and of any applicable state securities laws.

Offering to Dealers and Group Sales. We authorize you to reserve for offering and sale, and on our behalf to sell, to institutions or other retail purchasers (such sales being herein called "Group Sales") and to dealers selected by you (such dealers being herein called the "Dealers") all or any part of our Securities as you may determine. Such sales of Securities, if any, shall be made (i) in the case of Group Sales, at the Offering Price, and (ii) in the case of sales to Dealers, at -the Offering Price less the Dealer's Concession. Any Group Sales shall be as nearly as practicable in proportion to the underwriting obligations of the respective Underwriters. Any sales to Dealers made for our account shall be as nearly as practicable in the ratio that the Securities reserved for our account for offering to Dealers bears to the aggregate of all Securities of all Underwriters, including you, so reserved. On any Group Sales or sales to Dealers made by you on our behalf, we shall be entitled to receive only the Underwriter's Concession. You agree to notify us not less than twenty-four (24) hours prior to the commencement of the public offering as to the number of Securities, if any, which we may retain for direct sale. Prior to the termination of this Agreement, you may reserve for offering and sale, as herein before provided, any Securities remaining unsold theretofore retained by us and we may, with your consent, retain any Securities remaining unsold theretofore reserved by you. Sales to Dealers shall be made under a Selected Dealers Agreement, attached hereto as Exhibit B and by this reference incorporated herein. We authorize you to determine the form and manner of any communications with Dealers, and to make such changes in the Selected Dealers Agreement, as you may deem appropriate. In the event that there shall be any such agreements with Dealers, you are authorized to act as managers thereunder, and we agree, in such event, to be governed by the terms and conditions of such agreements. Each Underwriter agrees that it will not offer any of the Securities for sale at a price below the Offering Price or allow any concession therefrom, except as herein otherwise provided. We, as to our Securities, may enter into agreements with Dealers, but any Dealer's Reallowance Concession shall not exceed half of the Dealer's Concession. It is understood that any person to whom an offer may be made, as herein before provided, shall be a member of the National Association of Securities Dealers, Inc. ("NASD") or dealers or institutions with their principal place of business located outside of the United States, its territories or possessions, and who are not eligible for membership under Section 1 of the Bylaws of the NASD who agree to make no sales within the United States, its territories or possessions, or to persons who are nationals thereof, or residents therein, and, in making sales, to comply with the NASD's Rules of Fair Practice. We authorize you to determine the form and manner of any public advertisement of the Securities. Nothing in this Agreement contained shall be deemed to restrict our right, subject to the provisions of this Section 3, to offer our Securities prior to the effective date of the Registration Statement, provided, however, that any such offer shall be made in compliance with any applicable requirements of the Securities Act of 1933 and the Securities Exchange Act of 1934 and the rules and regulations of the Securities and Exchange Commission thereunder and of any applicable state securities laws.

Offering to Dealers and Group Sales. We authorize you to reserve for offering and sale, and on our behalf to sell, to institutions or other retail purchasers (such sales being herein called "Group Sales") and to dealers selected by you (such dealers being herein called the "Dealers") all or any part of our Securities Units as you may determine. Such sales of SecuritiesUnits, if any, shall be made (ia) in the case of Group Sales, at the Offering Price, and (iib) in the case of sales to Dealers, at -the the Offering Price less the Dealer's Concession. Any Group Sales shall be as nearly as practicable in proportion to the underwriting obligations of the respective Underwriters. Any sales to Dealers made for our account shall be as nearly as practicable in the ratio that the Securities Units reserved for our account for offering to Dealers bears to the aggregate of all Securities Units of all Underwriters, including you, so reserved. On any Group Sales or sales to Dealers made by you on our behalf, we shall be entitled to receive only the Underwriter's Concession. You agree to notify us not less than twenty-four (24) hours prior to the commencement of the public offering as to the number of SecuritiesUnits, if any, which we may retain for direct sale. Prior to the termination of this Agreement, you may reserve for offering and sale, as herein before provided, any Securities Units remaining unsold theretofore retained by us and we may, with your consent, retain any Securities Units remaining unsold theretofore reserved by you. Sales to Dealers shall be made under a Selected Dealers Agreement, attached hereto as Exhibit B and by this reference incorporated herein. We authorize you to determine the form and manner of any communications with Dealers, and to make such changes in the Selected Dealers Agreement, as you may deem appropriate. In the event that there shall be any such agreements with Dealers, you are authorized to act as managers thereunder, and we agree, in such event, to be governed by the terms and conditions of such agreements. Each Underwriter agrees that it will not offer any of the Securities Units for sale at a price below the Offering Price or allow any concession therefrom, except as herein otherwise provided. We, as to our SecuritiesUnits, may enter into agreements with Dealers, but any Dealer's Reallowance Concession shall not exceed half of the Dealer's Concession. It is understood that any person to whom an offer may be made, as herein before provided, shall be a member of the National Association of Securities Units Dealers, Inc. ("NASD") or dealers or institutions with their principal place of business located outside of the United States, its territories or possessions, and who are not eligible for membership under Section 1 of the Bylaws of the NASD who agree to make no sales within the United States, its territories or possessions, or to persons who are nationals thereof, or residents therein, and, in making sales, to comply with the NASD's Rules of Fair Practice. We authorize you to determine the form and manner of any public advertisement of the SecuritiesUnits. Nothing in this Agreement contained therein shall be deemed to restrict our right, subject to the provisions of this Section 3, to offer our Securities Units prior to the effective date of the Registration Statement, provided, however, that any such offer shall be made in compliance with any applicable requirements of the Securities Act of 1933 and the Securities Exchange Act of 1934 and the rules and regulations of the Securities and Exchange Commission thereunder and of any applicable state securities laws. 4.

Offering to Dealers and Group Sales. We authorize you to reserve for offering and sale, and on our behalf to sell, to institutions or other retail purchasers (such sales being herein called "Group Sales") and to dealers selected by you (such dealers being herein called the "Dealers") all or any part of our Securities as you may determine. Such sales of Securities, if any, shall be made (i) in the case of Group Sales, at the Offering Price, and (ii) in the case of sales to Dealers, at -the Offering Price less the Dealer's Concession. Any Group Sales shall be as nearly as practicable in proportion to the underwriting obligations of the respective Underwriters. Any sales to Dealers made for our account shall be as nearly as practicable in the ratio that the Securities reserved for our account for offering to Dealers bears to the aggregate of all Securities of all Underwriters, including you, so reserved. On any Group Sales or sales to Dealers made by you on our behalf, we shall be entitled to receive only the Underwriter's Concession. You agree to notify us not less than twenty-four (24) hours prior to the commencement of the public offering as to the number of Securities, if any, which we may retain for direct sale. Prior to the termination of this Agreement, you may reserve for offering and sale, as herein before provided, any Securities remaining unsold theretofore retained by us and we may, with your consent, retain any Securities remaining unsold theretofore reserved by you. Sales to Dealers shall be made under a Selected Dealers Agreement, attached hereto as Exhibit B and by this reference incorporated herein. We authorize you to determine the form and manner of any communications with Dealers, and to make such changes in the Selected Dealers Agreement, as you may deem appropriate. In the event that there shall be any such agreements with Dealers, you are authorized to act as managers thereunder, and we agree, in such event, to be governed by the terms and conditions of such agreements. Each Underwriter agrees that it will not offer any of the Securities for sale at a price below the Offering Price or allow any concession therefrom, except as herein otherwise provided. We, as to our Securities, may enter into agreements with Dealers, but any Dealer's Reallowance Concession shall not exceed half of the Dealer's Concession. It is understood that any person to whom an offer may be made, as herein before provided, shall be a member of the National Association of Securities Dealers, Inc. ("NASD") or dealers or institutions with their principal place of business located outside of the United States, its territories or possessions, and who are not eligible for membership under Section 1 of the Bylaws of the NASD who agree to make no sales within the United States, its territories or possessions, or to persons who are nationals thereof, or residents therein, and, in making sales, to comply with the NASD's Rules of Fair Practice. We authorize you to determine the form and manner of any public advertisement of the Securities. Nothing in this Agreement contained shall be deemed to restrict our right, subject to the provisions of this Section 3, to offer our Securities prior to the effective date of the Registration Statement, provided, however, that any such offer shall be made in compliance with any applicable requirements of the Securities Act of 1933 and the Securities Exchange Act of 1934 and the rules and regulations of the Securities and Exchange Commission thereunder and of any applicable state securities laws.membership

Offering to Dealers and Group Sales. We authorize you to reserve for offering and sale, and on our behalf to sell, to institutions or other retail purchasers (such sales being herein called "“Group Sales"”) and to dealers selected by you (such dealers being herein called the "“Dealers"”) all or any part of our Securities as you may determine. Such sales of Securities, if any, shall be made (i) in the case of Group Sales, at the Offering Price, and (ii) in the case of sales to Dealers, at -the the Offering Price less the Dealer's ’s Concession. Any Group Sales shall be as nearly as practicable in proportion to the underwriting obligations of the respective Underwriters. Any sales to Dealers made for our account shall be as nearly as practicable in the ratio that the Securities reserved for our account for offering to Dealers bears to the aggregate of all Securities of all Underwriters, including you, so reserved. On any Group Sales or sales to Dealers made by you on our behalf, we shall be entitled to receive only the Underwriter's Underwriting Group Concession. You agree to notify us not less than twenty-four (24) hours prior to the commencement of the public offering as to the number of Securities, if any, which we may retain for direct sale. Prior to the termination of this Agreement, you may reserve for offering and sale, as herein before provided, any Securities remaining unsold theretofore retained by us and we may, with your consent, retain any Securities remaining unsold theretofore reserved by you. Sales to Dealers shall be made under a Selected Dealers Dealer’s Agreement, attached hereto as Exhibit B “B” and by this reference incorporated herein. We authorize you to determine the form and manner of any communications with Dealers, and to make such changes in the Selected Dealers Dealer’s Agreement, as you may deem appropriate. In the event that there shall be any such agreements with Dealers, you are authorized to act as managers thereunder, and we agree, in such event, to be governed by the terms and conditions of such agreements. Each Underwriter agrees that it will not offer any of the Securities for sale at a price below the Offering Price or allow any concession therefrom, except as herein otherwise provided. We, as to our Securities, may enter into agreements with Dealers, but any Dealer's ’s Reallowance Concession shall not exceed half of the Dealer's ’s Concession. It is understood that any person to whom an offer may be made, as herein before provided, shall be a member of the National Association of Securities Dealers, Inc. ("“NASD"”) or dealers or institutions with their principal place of business located outside of the United States, its territories or possessions, and who are not eligible for membership under Section 1 of the Bylaws of the NASD who agree to make no sales within the United States, its territories or possessions, or to persons who are nationals thereof, or residents therein, and, in making sales, to comply with the NASD's ’s Rules of Fair Practice. We authorize you to determine the form and manner of any public advertisement of the Securities. Nothing in this Agreement contained therein shall be deemed to restrict our right, subject to the provisions of this Section 3, to offer our Securities prior to the effective date of the Registration Statement, provided, however, that any such offer shall be made in compliance with any applicable requirements of the Securities Act of 1933 and the Securities Exchange Act of 1934 and the rules and regulations of the Securities and Exchange Commission thereunder and of any applicable state securities laws.

Offering to Dealers and Group Sales. We authorize you to reserve for offering and sale, and on our behalf to sell, to institutions or other retail purchasers (such sales being herein called "Group Sales") and to dealers selected by you (such dealers dealers, among whom any of the Underwriters may be included, being herein called the "Dealers") all or any part of our Securities Shares as you may determine. Such sales of Securities, Shares,if any, shall be made (ia) in the case of Group Sales, at the Offering Price, and (iib) in the case of sales to Dealers, at -the the Offering Price or at the Offering Price less the Dealer's Concessionsuch concession or concessions as you may from time to time determine. Any The aggregate of any Group Sales made for our account shall be as nearly as practicable in proportion to the our underwriting obligations (unless you agree to a smaller proportion for the account of any Underwriter at the respective Underwritersrequest of such Underwriter), but it shall not be necessary for each such sale to be made in such proportion. Any sales to Dealers made for our account shall be as nearly as practicable in the ratio that the Securities Shares reserved for our account for offering to Dealers bears to the aggregate of all Securities Shares of all Underwriters, including you, Underwriters so reserved. On any Group Sales or sales to Dealers made by you on our behalf, we shall be entitled to receive only the Underwriter's Concession. You agree to notify us not less than twenty-four (24) hours prior to promptly on the commencement date of the public offering as to the number of SecuritiesShares, if any, which we may retain for direct sale. Prior to the termination of this Agreement, you may reserve for offering and sale, sale as herein before provided, hereinbefore provided any Securities Shares remaining unsold theretofore retained by us and we may, with your consent, retain any Securities Shares remaining unsold theretofore reserved by you. Sales to Dealers shall be made under a Selected Dealers Agreement, attached hereto as Exhibit B and by this reference incorporated herein. We authorize you to determine the form and manner of any communications or agreements with Dealers, and to make such changes which may be in the Selected Dealers form of the Selling Agreement, or otherwise, as you may deem appropriatedetermine. In the event that If there shall be any such agreements with Dealers, you are authorized to act as managers thereunder, manager thereunder and we agree, in such event, to be governed by the terms and conditions of such agreements. You may arrange for any Underwriter, including yourself, to become one of such Dealers. Each Underwriter agrees that it will not offer any of the Securities Shares for sale at a price below the Offering Price or allow any concession therefrom, therefrom except as herein otherwise provided. We, as to our Securities, may enter into agreements with Dealers, but any Dealer's Reallowance Concession shall not exceed half of the Dealer's Concession. It is understood that any person Dealer to whom which an offer may be made, made as herein before providedhereinbefore provided shall be actually engaged in the investment banking or securities business, shall be a member execute the written agreement prescribed by Section 24(c) of Article III of the Rules of Fair Practice of the National Association of Securities Dealers, Inc. (the "NASD") ), and shall either be a member in good standing of the NASD or dealers be a foreign dealer or institutions with their principal place institution not eligible for membership in the NASD which agrees to make no offers or sales of business located outside of the Shares in the United States, its territories territories, or possessions, and who are not eligible for membership under Section 1 of the Bylaws of the NASD who agree to make no sales within the United States, its territories or possessions, possessions or to persons who are nationals thereof, citizens thereof or residents therein, and, in making sales, to comply with the NASD's interpretation with respect to Free-Riding and Withholding and Sections 8, 24, and 36 of the Article III of the NASD's Rules of Fair PracticePractice as if it were an NASD member and Section 25 of such Article III as it applies to a non-member broker or dealer in a foreign country. The Underwriters may allow, and the Dealers, if any may reallow, such concession or concessions as you may from time to time determine on sales of Shares, to any eligible broker or dealer, all subject to the Rules of Fair Practice of the NASD. You, as Representative, and any of the Underwriters with your prior consent, may make purchases or sales of Shares (c) from or to any of the other Underwriters, at the Offering Price less all or any part of the underwriting discount as set forth on, or determined pursuant to the disclosure on, the cover page of the Prospectus and (d) from or to any of the dealers, at the Offering Price or at the Offering Price less all or any part of the concession to Dealers. We authorize you to determine the form and manner of any public advertisement of the SecuritiesShares. Nothing contained in this Agreement contained shall be deemed to restrict our right, subject to the provisions of this Section 3, to offer our Securities Shares prior to the effective date of the Registration Statement, provided, however, provided that any such offer shall be made in compliance with any applicable requirements of the Securities Act of 1933 1933, as amended (the "Act"), and the Securities Exchange Act act of 1934 1934, as amended (the "Exchange Act"), and the rules and regulations regulation of the Securities and Exchange Commission thereunder and of any applicable state securities or foreign laws.

Offering to Dealers and Group Sales. We authorize you to reserve for offering and sale, and on our behalf to sell, to institutions or other retail purchasers (such sales being herein called "Group Sales") and to or dealers selected by you (such dealers being herein called the "Dealers") all or any part of our Securities Shares as you may determine. Such sales of SecuritiesShares, if any, shall be made (i) in the case of Group Sales, at the Offering Price, and (ii) in the case of sales to Dealers, at -the the Offering Price less the Dealer's Concession. Any Group Sales shall be as nearly as practicable in proportion to the underwriting obligations of the respective Underwriters. Any sales to Dealers made for our account shall be as nearly as practicable in the ratio that the Securities Shares reserved for our account for offering to Dealers bears to the aggregate of all Securities Shares of all Underwriters including you so reserved. The over-allotment option provided for in Section 2(c) to the extent exercised shall be exercised by you as a Representative of the Underwriters, including and shall be exercised only for the purpose of making Group Sales or sales to Dealers by you, so reserved. Such sales for our account of the over-allotment option shall as nearly as practicable be in proportion to the underwriting obligations of the respective Underwriters. On any Group Sales or sales to Dealers Dealers, including those pertaining to the over-allotment option, made by you on our behalf, behalf we shall be entitled to receive received only the Underwriter's Concession. You agree to notify us not less than twenty-four (24) 24 hours prior to the commencement of the public offering as to the number of SecuritiesShares, if any, which we may retain for direct sale. Prior to the termination of this Agreement, you may reserve for offering and sale, sale as herein before provided, hereinbefore provided any Securities Shares remaining unsold theretofore retained by us and we may, with your consent, retain any Securities Shares remaining unsold theretofore reserved by you. Sales to Dealers shall be made under a Master Selected Dealers Agreement, attached hereto as Exhibit B B, attached hereto and by this reference incorporated herein. We authorize you to determine the form and manner of any communications with Dealers, Dealers and to make such changes in the Master Selected Dealers Agreement, Agreement as you may deem appropriate. In the event that there shall be any such agreements with Dealers, you are authorized to act as managers thereunder, thereunder and we agree, in such event, to be governed by the terms and conditions of such agreements. Each Underwriter agrees that it will not offer any of the Securities Shares for sale at a price below the Offering Price price or allow any concession therefrom, therefrom except as herein otherwise provided. We, We as to our Securities, Shares may enter into agreements agreement with Dealersdealers, but any Dealer's Reallowance Concession shall not exceed half of the Dealer's Concession. It is understood that any person to whom an offer may be made, made as herein before provided, hereinbefore provided shall be a member of the National Association of Securities Dealers, Inc. ("NASD") or dealers or institutions with their principal place of business located outside of the United States, its territories or possessions, and who are not eligible for membership under Section 1 of the Bylaws of the NASD who agree to make no sales within the United States, its territories or possessions, or to persons who are nationals thereof, or residents therein, and, in making sales, to comply with the NASD's Rules of Fair Practice. We authorize you to determine the form and manner of any public advertisement of the Securities. Nothing in this Agreement contained shall be deemed to restrict our right, subject to the provisions of this Section 3, to offer our Securities prior to the effective date of the Registration Statement, provided, however, that any such offer shall be made in compliance with any applicable requirements of the Securities Act of 1933 and the Securities Exchange Act of 1934 and the rules and regulations of the Securities and Exchange Commission thereunder and of any applicable state securities laws.or