Common use of Purchase and Sale of Shares Clause in Contracts

Purchase and Sale of Shares. Subject to the terms and conditions herein set forth, (a) each Selling Shareholder agrees, 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 Selling Shareholders, at a purchase price of $______ 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, Robexx X. Xxxxxxxxxx xxxees to sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from Robexx X. Xxxxxxxxxx, xx 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. 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 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 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 Delivery (as hereinafter defined).

Purchase and Sale of Shares. Subject to the terms and conditions herein set forth, (a) each Selling Shareholder agrees, Each Stockholder hereby severally and not jointlyjointly 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 each 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 Underwriters, Offer and each of the Underwriters agrees, severally and not jointly, to purchase from the Selling Shareholders, at a purchase price of $______ 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 all Shares to be purchased by pursuant to this Agreement, the Minimum Condition would have been satisfied. Notwithstanding the foregoing, no Stockholder shall be obligated to sell such Underwriter as set forth opposite Stockholder's Shares after the name scheduled final expiration time of the Offer unless (i) the Minimum Condition was not satisfied, (ii) such Underwriter in Schedule I hereto, 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 denominator time of which is termination of the aggregate number of Firm Offer and all Shares to be purchased by all 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 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, Robexx X. Xxxxxxxxxx xxxees to sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from Robexx X. Xxxxxxxxxx, xx the purchase price per share conditions set forth in clause (a) the third sentence of this Section 2paragraph, Sub shall, no later that portion 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 number Offer) for the closing of Optional Shares as to which such election shall have been exercised (to be adjusted the purchase 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 Sub 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. 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 Stockholder's 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 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 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 Delivery (as hereinafter defined).

Purchase and Sale of Shares. Subject to the terms and conditions herein set forth, (ai) each Selling Shareholder agrees, severally and not jointly, the Company agrees to sell to each the Underwriters that number of Firm Shares set forth opposite the name of the UnderwritersCompany in Schedule II annexed hereto, and (ii) each of the Underwriters agrees, severally and not jointly, to purchase from the Selling ShareholdersCompany, at a purchase price of $______ 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 each Underwriter in on Schedule I annexed hereto, and the denominator of which is the aggregate number of Firm Shares . The Selling Shareholder hereby grants 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 right to purchase at their election in whole or in part up to 180,000 Optional Shares as provided below, Robexx X. Xxxxxxxxxx xxxees to sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from Robexx X. Xxxxxxxxxx, xx at the purchase price per share set forth in clause (ai) in the paragraph above for the sole purpose of this Section 2covering over-allotments in the sale of Firm Shares. If the option granted hereby is exercised in whole or in part, that portion then the respective number of Optional Shares to be purchased by each of the Underwriters shall be determined by multiplying the total 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 Underwriters 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. Robexx X. Xxxxxxxxxx xxxeby grants hereunder (with the resulting number to be adjusted by the Underwriters the right so as 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 sole purpose of covering over-allotments in the sale of Firm Shareseliminate fractional shares). Any such election to purchase Optional Shares may be exercised by written notice from the Representatives Underwriters to Robexx X. Xxxxxxxxxxthe Selling Shareholder, xxven not more than twice 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 the Representatives Underwriters but in no event earlier than the First Time of Delivery or, unless the Representatives Underwriters 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 Optional Shares, the Company and Robexx X. Xxxxxxxxxx xxxee otherwise agree, to furnish or cause to be furnished to the Representatives Underwriters the certificates, letters and opinions, and to satisfy all conditions, set forth in Section 7 6 hereof at each the Subsequent Time of Delivery (Delivery. After the Registration Statement becomes effective, the several Underwriters intend to offer the Shares to the public as hereinafter defined)set forth in the Prospectus.

Purchase and Sale of Shares. Subject to In consideration of, and in express reliance upon the representations, warranties, terms and conditions herein set forthof this Agreement, (a) each Selling Shareholder agrees, severally and not jointly, to sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, Purchaser agrees to purchase from the Selling ShareholdersCompany, at a 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 $______ per share$ (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 Firm Shares that the Company shall deliver to the Purchaser in exchange for the Purchase Price shall be equal to 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 be adjusted the Effective Date (as defined below) multiplied by 85%. For purposes of this Agreement, “Volume Weighted Average Price” per share of the Representatives so 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 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 eliminate fractional shares) determined by multiplying trading on the aggregate number of Shares NASDAQ OTCBB, as reported on the principal national security exchange or quotation system on which such security is quoted or listed or admitted to be sold by the Selling Shareholders as set forth opposite their respective names in Schedule II hereto by a fractiontrading, or, if not quoted or listed or admitted to trading on any national securities exchange or quotation system, 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 volume weighted average price of the Underwriters from common stock of the Selling Shareholders hereunder 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 date that such filing is made. For the purposes of this Agreement, “Trading Day” means any day on which (i) purchases and sales of securities on the principal national security exchange or quotation system on which the Common Stock is traded are reported thereon, or, if not quoted 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) at least one bid for the trading of Common Stock is reported and (biii) no event that results in the event and to the extent that the Underwriters shall exercise the election to purchase Optional Shares as provided below, Robexx X. Xxxxxxxxxx xxxees to sell to each a material suspension or limitation of trading of the Underwriters, and each Common Stock occurs. For purposes of illustration of the Underwriters agrees, severally and not jointly, to purchase from Robexx X. Xxxxxxxxxx, xx the purchase price per share calculations set forth in clause (a) of this Section 21.1 only, that portion if upon the delivery by Purchaser of a Purchase Price equal to $10,000 to the Company, the average 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 Volume Weighted Average Price per share of the Optional Shares that all of Common Stock for the Underwriters are entitled to purchase hereunder. Robexx X. Xxxxxxxxxx xxxeby grants five Trading Days prior 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 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 Optional SharesEffective Date equaled $0.20, the Company and Robexx X. Xxxxxxxxxx xxxee to furnish or cause to be furnished would deliver ($10,000/($0.20 x 85%) = 58,824) 58,824 shares of the Common Stock to the Representatives 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)Purchaser.

Purchase and Sale of Shares. Subject to On the basis of the representations and warranties and on the terms and subject to the conditions herein set forth, (a) each Selling Shareholder agreesof the Underwriters agrees to purchase from the Company, severally and not jointly, and on the terms and subject to the conditions herein set forth the Company agrees to sell to each of the Underwriters, severally and each jointly, the number of shares of Firm Shares set forth opposite its name in Schedule I hereof at a 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 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 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 this Agreement, and subject to its terms and conditions, sell to the Underwriters, and the Underwriters agreesshall have a right to purchase in one or more instances, severally and not jointly, up to Additional Shares at the Purchase Price. 5 5 If the Selling Stockholder Underwriting Agreement is executed and grants the Selling Stockholder Underwriter an option to purchase from the Selling Shareholders, at a purchase price additional shares of $______ per shareCommon Stock to cover over-allotments, the number Company agrees to, on the basis 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 representations and warranties contained 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 heretothis Agreement, and the denominator of which is the aggregate number of Firm Shares subject to be purchased by all of the Underwriters from the Selling Shareholders hereunder its terms and (b) in the event and to the extent that the Underwriters shall exercise the election to purchase Optional Shares as provided belowconditions, Robexx X. Xxxxxxxxxx xxxees to sell to each of the Underwriters, and each of the Underwriters agreesshall have a right to purchase in one or more instances, severally and not jointly, up to purchase from Robexx X. Xxxxxxxxxx, xx the purchase price per share set forth in clause (a) of this Section 2, that portion of the number of Optional Shares as shares of Common Stock obtained by subtracting the number of shares with respect to which the Selling Stockholder Underwriter exercised its option under the Selling Stockholder Underwriting Agreement from the number of shares subject to such election option. If the 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 this Agreement, and subject to its terms and conditions, sell to the Underwriters, and the Underwriters 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. Robexx X. Xxxxxxxxxx xxxeby grants to the Underwriters the right to purchase at their election in whole one or in part from time to time more instances, severally and not jointly, up to 300,000 Optional Shares, Additional Shares at the purchase price per share set forth in clause (a) in Purchase Price. If the paragraph above plusRepresentatives, if on behalf of the purchase and sale Underwriters, elect to exercise any 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 Sharesthese options, 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 Representatives to Robexx X. Xxxxxxxxxx, xxven shall so notify the Company in writing not more later than twice within a period of 30 calendar days after the date of this Agreement and setting forth Agreement, which notice shall specify the aggregate number of Optional Additional Shares to be purchased by the Underwriters and the date on which such Optional Shares shares are to be delivered, purchased. Such date may be the same as determined by the Representatives Closing Date (as defined below) but in no event not earlier than the First Time of Delivery or, unless the Representatives and Robexx X. Xxxxxxxxxx xxxerwise agree in writing, earlier than two or Closing Date nor later than ten business days after the date of such notice. In Additional Shares may be purchased as provided in Section 5 hereof solely for the event purpose of covering over-allotments made in connection with the offering of the Firm Shares. If any Additional Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as the Representatives elect may determine) that bears the same proportion to purchase all or a portion the total number of the Optional Shares, the Company and Robexx X. Xxxxxxxxxx xxxee to furnish or cause Additional Shares to be furnished to purchased as the Representatives the certificates, letters and opinions, and to satisfy all conditions, number of Firm Shares set forth in Section 7 hereof at each Subsequent Time Schedule I hereto opposite the name of Delivery (such Underwriter bears to the total number of Firm Shares. The terms of the public offering of the Shares are as hereinafter defined)set forth in the Prospectus.

Purchase and Sale of Shares. Subject to Upon the terms and subject to the conditions herein set forthof this Agreement, at the Closing, Seller agrees to sell, transfer, assign and deliver to Purchaser, the Shares, free and clear of all Liens, and Purchaser agrees to purchase, acquire and accept from Seller, the Shares, for an aggregate purchase price (the “Purchase Price”) of, without duplication, (a) each Selling Shareholder agrees$1,135,000,000 (subject to increase, severally and not jointlyif any, pursuant to sell Section 5.08(d)), plus (b) the Net Working Capital Adjustment Amount (which may be a positive or negative number), plus (c) the Closing Cash, minus (d) the Closing Indebtedness, minus (e) the Transaction Expenses, plus (f) the Post-Signing Acquisition Costs, minus (g) the aggregate amount required to each be paid by the Company to the holders of the UnderwritersPreferred Stock on the Closing Date in connection with the Preferred Redemption pursuant to Section 2.04(a), minus (h) the aggregate amount required to be paid on the Closing Date to repay and each payoff all Indebtedness of the Underwriters agreesCompany and its Subsidiaries under the Senior Credit Agreement pursuant to Section 2.04(b), severally and not jointly, to purchase from minus (i) the Selling Shareholders, at a purchase price of $______ per share, the number of Firm Shares (aggregate amount required to be adjusted paid by the Representatives so as Company to eliminate fractional sharesthe holders of the PIK Notes on the Closing Date in connection with the PIK Note Repurchase pursuant to Section 2.04(c), minus (j) determined by multiplying the aggregate number of Shares amount required to be sold paid by the Selling Shareholders Company or its Subsidiaries to the holders of the Senior Subordinated Notes on the Closing Date in connection with the Senior Subordinated Note Repurchase pursuant to Section 2.04(d). The Purchase Price shall be paid by Purchaser to Seller at the Closing 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, Robexx X. Xxxxxxxxxx xxxees to sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from Robexx X. Xxxxxxxxxx, xx 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 hereunder2.03. 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 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 and the sole purpose of covering over-allotments other transactions contemplated by this Agreement, are collectively referred to 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 as 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 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 Delivery (as hereinafter defined)“Acquisition”.

Purchase and Sale of Shares. Subject to the terms and conditions herein set forth, (a) each Selling Shareholder agrees, severally and not jointly, jointly agrees to sell in the respective amounts set forth in Schedule I hereto the Firm Shares to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the each Selling ShareholdersShareholder, at a purchase price of $______ 5.65 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 II 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, Robexx X. Xxxxxxxxxx xxxees 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 Robexx X. Xxxxxxxxxxsuch Selling Shareholders, xx 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 the Representatives 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 II hereto and the denominator of which is the maximum number of the Optional Shares that all of the Underwriters are entitled to purchase hereunder. Robexx X. Xxxxxxxxxx xxxeby grants Certain 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 your election in whole or in part from time to time up to 300,000 630,000 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 Sharesabove, for the sole purpose of covering over-allotments in the sale of Firm Shares. In the event that you elect to purchase less than all of the Optional Shares, such purchase shall be made pro rata from such Selling Shareholders according to the 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 Representatives Company and the Attorneys-in-Fact, given from time to Robexx X. Xxxxxxxxxx, xxven not more than twice 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 you but in no event earlier than the First Time of Delivery (as hereinafter defined) or, unless you, the Representatives Company and Robexx X. Xxxxxxxxxx xxxerwise the Attorneys-in-Fact otherwise agree in writing, earlier than two or later than ten business days after the date of such notice. In the event the Representatives you elect to purchase all or a portion of the Optional Shares, the Company and Robexx X. Xxxxxxxxxx xxxee the Selling Shareholders severally and not jointly agree to furnish or cause to be furnished to the Representatives 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).

Purchase and Sale of Shares. Subject Upon the basis of the representations and warranties and subject to the terms and conditions set forth herein, the Company agrees to issue and 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 closing sales price for the Common Stock as reported on the New 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 of the Shares is referred to as the "PURCHASE PRICE") and, upon the basis of the representations and warranties and subject to the terms and conditions set forthforth herein, the Purchaser agrees to purchase the Shares from the Company on the Closing Date at the Purchase Price. Notwithstanding the foregoing, if the Per Share Purchase Price as determined above would otherwise be less than $2.50 or greater than $3.00, then the Per Share Purchase Price for all purposes hereunder will be deemed to be $2.50 or $3.00, respectively, and the parties hereto agree to effect the transaction with the Purchase Price based on such deemed Per Share Purchase Price. Notwithstanding the 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) each Selling Shareholder agreesstock options, severally (b) purchases by the Company of outstanding existing stock options, and not jointly, to sell to each (c) warrants outstanding as of the Underwriters, date hereof) the Company shall have the obligation to promptly notify and each pay the Purchaser (x) the aggregate difference between (i) the Per Share Purchase Price of the Underwriters agrees, severally Shares and not jointly, to purchase from (ii) the Selling Shareholders, at a purchase per share price of $______ per sharesuch additional shares of the Company's Common Stock (or securities that may be converted into or exchanged for shares of Common Stock) so sold, (y) multiplied by 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, Robexx X. Xxxxxxxxxx xxxees to sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from Robexx X. Xxxxxxxxxx, xx 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. 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 Company's option, in either cash or additional shares of the Company's Common Stock. If the Company elects to pay in Common Stock, the Common Stock shall be valued at the price per share set forth in clause at which the Company sells any such shares (aor securities that may converted into or exchanged for shares) of Common Stock. Such payment by the Company, whether in the paragraph above plus, if the purchase and sale form of any Optional Shares take place after the First Time shares of Delivery and after the Firm Shares are traded "ex-dividend," an amount equal to the dividend payable on such Optional Shares, for the sole purpose of covering over-allotments Common Stock or in the sale form of Firm Shares. Any such election to purchase Optional Shares may cash, will be exercised by written notice from the Representatives to Robexx X. Xxxxxxxxxx, xxven not more than twice payable within a period of 30 calendar five (5) 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 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 Delivery (as hereinafter defined)other sale.

Purchase and Sale of Shares. Subject Upon the basis of the representations and warranties and subject to the terms and conditions set forth herein, the Company agrees to issue and sell the Shares to the Purchaser on the Closing Date (as herein set forth, (adefined) each Selling Shareholder agrees, 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 Selling Shareholders, at a per share purchase price of equal to $______ (the "Per Share Purchase Price," and the aggregate purchase price of all of the Shares being referred to herein as the "Purchase Price") and, upon the basis of representations and warranties and subject to the terms and conditions set forth herein, the Purchaser agrees to purchase the Shares from the Company on the Closing Date at the Purchase Price. Notwithstanding the 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 Nasdaq National Market in the aftermarket) for less per shareshare than the Per Share Purchase Price at any time during the sixty day period commencing on the Closing Date (except for shares issued pursuant to stock options), the Company shall have the obligation to promptly notify and pay the Purchaser: (x) the aggregate difference between (i) the Per Share Price of the Shares and (ii) the per share price of such additional shares of the Company's Common Stock (or securities that may be converted into or exchanged for shares of Common Stock) so sold, multiplied by (y) 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 fractionpurchased hereunder, 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, Robexx X. Xxxxxxxxxx xxxees to sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from Robexx X. Xxxxxxxxxx, xx 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. 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 Sharespayable, at the purchase Company's option, in either cash or additional shares of the Company's Common Stock. If the Company elects to pay in Common Stock, the Common Stock shall be valued at the price per share set forth in clause at which the Company sells any such shares (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 sole purpose of covering over-allotments in the sale of Firm Shares. Any such election to purchase Optional Shares or securities that may be exercised by written notice from the Representatives to Robexx X. Xxxxxxxxxx, xxven not more than twice converted into or exchanged for shares) of Common Stock and will be payable within a period of 30 calendar five (5) 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 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 Delivery (as hereinafter defined)other sale.

Purchase and Sale of Shares. Subject to the terms and conditions herein set forth, (a) each Selling Shareholder agrees, severally and not jointly, the Company agrees to sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Selling Shareholders, Company at a purchase price of $______ per share, the number of Firm Shares (to be adjusted by the Representatives you so as to eliminate fractional shares) determined by multiplying the aggregate number of Firm Shares to be sold by the Selling Shareholders as set forth opposite their respective names in Schedule II hereto Company 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 Company and (b) in the event and to the extent that the Underwriters shall exercise the election to purchase Optional Shares as provided below, Robexx X. Xxxxxxxxxx xxxees the Company agrees to issue and sell to each of the Underwriters and the Selling Shareholder agrees to sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from Robexx X. Xxxxxxxxxxthe Company and the Selling Shareholder, xx 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 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 the Representatives 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. Robexx X. Xxxxxxxxxx xxxeby grants The Company and the Selling Shareholder hereby grant to the Underwriters the right to purchase purchase, at their the Underwriters' election in whole or in part from at the First Time of Delivery (as hereinafter defined) and/or one time to time thereafter, up to 300,000 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 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 Sharesabove, 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 Representatives Company and the Selling Shareholder, given within two business days after the date of this Agreement with respect to Robexx X. Xxxxxxxxxx, xxven not more than twice 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 the Representatives you but in no event earlier than the First Time of Delivery or, unless you, the Representatives Company and Robexx X. Xxxxxxxxxx xxxerwise 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 the Representatives you elect to purchase all or a portion of the Optional Shares, the Company and Robexx X. Xxxxxxxxxx xxxee the Selling Shareholder agree to furnish or cause to be furnished to the Representatives 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).

Purchase and Sale of Shares. Subject to the terms and conditions herein set forth, (a) the Company and each Selling Shareholder agreesagree, 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 and each Selling ShareholdersShareholder, at a purchase price of $________ per share, the number of Firm Shares (to be adjusted by the Representatives you so as to eliminate fractional shares) determined by multiplying the aggregate number of Shares to be sold by the Company and 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 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, Robexx X. Xxxxxxxxxx xxxees 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 Robexx X. Xxxxxxxxxxthe Company, xx 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 the Representatives 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. Robexx X. Xxxxxxxxxx xxxeby Subject to the terms and conditions herein set forth, 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 300,000 667,223 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 Sharesabove, 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 Representatives Company, given from time to Robexx X. Xxxxxxxxxx, xxven not more than twice 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 you, but in no event earlier than the First Time of Delivery (as hereinafter defined) or, unless you and the Representatives and Robexx X. Xxxxxxxxxx xxxerwise Company otherwise agree in writing, earlier than two or later than ten business days after the date of such noticenotice (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 the Representatives you elect to purchase all or a portion of the Optional Shares, the Company and Robexx X. Xxxxxxxxxx xxxee agrees to furnish or cause to be furnished to the Representatives 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).

Purchase and Sale of Shares. Subject to the terms and conditions herein set forth, : (a) each Selling Shareholder agrees, severally the Company agrees to issue and not jointly, to sell to each of the Underwriters, and each of the Underwriters agreesagree, severally and not jointly, to purchase from the Selling ShareholdersCompany, at a purchase price of $______ 12.4875 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; (b) the Company agrees to issue and sell to each of the Underwriters, and the denominator of which is the aggregate number of Firm Shares to be purchased by all each of the Underwriters agree, severally and not jointly, to purchase from the Selling Shareholders hereunder 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 (bc) in the event and to the extent that the Underwriters shall exercise the election to purchase Optional Shares as provided below, Robexx X. Xxxxxxxxxx xxxees the Company agrees to issue and to sell to each of the Underwriters, and each of the Underwriters agreesagree, severally and not jointly, to purchase from Robexx X. Xxxxxxxxxxthe Company, xx 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 the Representatives 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. Robexx X. Xxxxxxxxxx xxxeby In addition, the Company shall pay the Representative a standby underwriting fee in the amount of Sixty-Two Thousand Seven Hundred Seventy-Five Dollars ($62,775). The Company hereby grants to the Underwriters the right to purchase at their its election in whole or in part from time to time up to 300,000 111,000 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 sole purpose of covering over-allotments in the sale of Firm Shares and the Standby Shares. Any such election to purchase Optional Shares may be exercised by written notice from you to the Representatives Company, given from time to Robexx X. Xxxxxxxxxx, xxven not more than twice 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 you but in no event earlier than the First Time of Delivery (as hereinafter defined) or, unless you and the Representatives and Robexx X. Xxxxxxxxxx xxxerwise 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 you elect to purchase all or a portion of the Optional Shares, the Company and Robexx X. Xxxxxxxxxx xxxee agrees to furnish or cause to be furnished to the Representatives you the certificates, letters and opinions, and to satisfy all conditions, conditions set forth in Section 7 hereof at each Subsequent Time of Delivery (as hereinafter defined).

Purchase and Sale of Shares. (a) Subject to the terms and conditions herein set forth, (a) each Selling Shareholder agreesthe Sellers, severally and not jointly, agree to sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Selling ShareholdersSellers, at a purchase price of [ ] Dollars and [ ] cents ($______ [ ]) per shareshare (the "Per Share Price"), the number of Firm Shares (to be adjusted by the Representatives you so as to eliminate fractional shares) determined by multiplying the aggregate number of Firm Shares to be sold by the Company as set forth in the first paragraph of this Agreement and by each of 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 several Underwriters from the Selling Shareholders hereunder and hereunder. (b) in the event and to the 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 Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from Robexx X. Xxxxxxxxxx, xx 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. Robexx X. Xxxxxxxxxx xxxeby The Company hereby grants to the Underwriters the right to purchase at their election in whole or in part from time to time (but only once) up to 300,000 427,963 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 SharesPer 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 Robexx X. Xxxxxxxxxxthe Company, xxven not more than twice 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 the Representatives you but in no event earlier than the First Time of Delivery (as hereinafter defined) or, unless the Representatives and Robexx X. Xxxxxxxxxx xxxerwise otherwise agree in writing, earlier than two or later than ten business days after the date of such notice. In the event the Representatives Underwriters elect to purchase all or a portion of the Optional Shares, the Company and Robexx X. Xxxxxxxxxx xxxee 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 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 agreement of each Underwriter is to purchase only that number of shares specified with respect to that Underwriter in Schedule I hereto. No Underwriter shall be under any obligation to purchase any Optional Shares prior to an exercise of the option with respect to such Shares granted pursuant to Section 3(b) hereof. 4.

Purchase and Sale of Shares. Subject to the terms and conditions herein set forthforth herein, (a) each Selling Shareholder agrees, severally and not jointly, --------------------------- the Company agrees to sell to each of the UnderwritersPurchasers 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 upon the basis of the representations and warranties, and subject to the terms set forth herein, each of the Underwriters Purchasers agrees, severally and not jointly, to purchase from the Selling Shareholders, at a purchase price of $______ 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 Units 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 its name of such Underwriter in on Schedule I hereto, and the denominator of which is the aggregate number of Firm Shares to be purchased by all of the Underwriters attached hereto 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, Robexx X. Xxxxxxxxxx xxxees to sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from Robexx X. Xxxxxxxxxx, xx 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. 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," Company for an amount equal to the dividend payable on Per Unit Purchase Price multiplied by such Optional Sharesnumber of Units set forth in Schedule I. Notwithstanding the foregoing, for the sole purpose of covering over-allotments in the sale of Firm Shares. Any such election to purchase Optional Shares event that the Company sells any shares (or securities that may be exercised 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 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) stock options, (b) purchases by written notice from the Representatives to Robexx X. XxxxxxxxxxCompany of outstanding existing stock options, xxven not more than twice within a period and (c) warrants, preferred stock and any other convertible securities, including without limitation, the Units, outstanding as of 30 calendar days after the date hereof) the Company shall have the obligation to promptly notify and pay each of this Agreement and setting forth the Purchasers (x) the aggregate difference between (i) the Per Unit Purchase Price and (ii) the per share price of such additional shares of the Company's Common Stock (or securities that may be converted into or exchanged for shares of Common Stock) so sold, (y) multiplied by the number of Optional Shares Units purchased hereunder, at the Company's option, in either cash or additional shares of the Company's Common Stock. If the Company elects to pay in Common Stock, the Common Stock shall be purchased valued at the price at which the Company sold any such shares (or securities that may be converted into or exchanged for shares) of Common Stock in the specific transaction that triggered this paragraph of Section 1 hereof and will be payable within five (5) days of 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 closing of such noticeother transaction. In the event the Representatives elect to purchase all or a portion If within sixty (60) days of the Optional SharesClosing 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 and Robexx X. Xxxxxxxxxx xxxee to furnish or cause to be furnished shall provide notice of such issuance to the Representatives the certificates, letters and opinions, and to satisfy all conditions, set forth in Section 7 hereof at each Subsequent Time of Delivery (Purchaser as hereinafter defined)soon as reasonably practicable.

Purchase and Sale of Shares. Subject to the terms and conditions herein set forth, (a) the Company and each Selling Shareholder agreesagree, 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 and each Selling ShareholdersShareholder, at a purchase price of $__________ per share, the number of Firm Shares (to be adjusted by the Representatives you so as to eliminate fractional shares) determined by multiplying the aggregate number of Shares to be sold by the Company and 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 Company and the Selling Shareholders hereunder hereunder, and (b) in the event and to the extent that the Underwriters shall exercise the election to purchase Optional Shares as provided below, Robexx X. Xxxxxxxxxx xxxees 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 Robexx X. Xxxxxxxxxxthe Company, xx 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 the Representatives 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. Robexx X. Xxxxxxxxxx xxxeby 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 300,000 315,000 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 Sharesabove, 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 Representatives Company, given from time to Robexx X. Xxxxxxxxxx, xxven not more than twice 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 you but in no event earlier than the First Time of Delivery (as hereinafter defined) or, unless you and the Representatives and Robexx X. Xxxxxxxxxx xxxerwise 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 you elect to purchase all or a portion of the Optional Shares, the Company and Robexx X. Xxxxxxxxxx xxxee agrees to furnish or cause to be furnished to the Representatives 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).

Purchase and Sale of Shares. Subject to the terms and conditions herein set forth, (a) each of the Company and the Selling Shareholder agrees, severally and not jointly, agrees to sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company and the Selling ShareholdersShareholder, 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 the Representatives you 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 hereto and (b) in the event and to the extent that the Underwriters shall exercise the election to purchase Optional Shares as provided below, Robexx X. Xxxxxxxxxx xxxees the Company agrees to issue and sell to each of the Underwriters, Underwriters and each of the Underwriters agrees, severally and not jointly, to purchase from Robexx X. Xxxxxxxxxxthe Company, xx 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 the Representatives 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. Robexx X. Xxxxxxxxxx xxxeby The Company hereby grants to the Underwriters the right to purchase purchase, at their election in whole or in part from time to time time, up to 300,000 390,000 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 Sharesabove, 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 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 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 Delivery (as hereinafter defined).from

Purchase and Sale of Shares. Subject to the terms and conditions herein set forth, (a) each Selling Shareholder agrees, severally and not jointly, the Company agrees to sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Selling Shareholders, Company at a purchase price of $______ per share, the number of Firm Shares (to be adjusted by the Representatives you so as to eliminate fractional shares) determined by multiplying the aggregate number of firm Shares to be sold by the Selling Shareholders as set forth opposite their respective names in Schedule II hereto Company 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 Company and (b) in the event and to the extent that the Underwriters shall exercise the election to purchase Optional Shares as provided below, Robexx X. Xxxxxxxxxx xxxees the Company agrees to issue and sell to each of the Underwriters and the Selling Shareholder agrees to sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from Robexx X. Xxxxxxxxxxthe Company and the Selling Shareholder, xx at the purchase price per share set forth in clause (a) of this Section section 2, that 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 the Representatives 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. Robexx X. Xxxxxxxxxx xxxeby grants The Company and the Selling Shareholder hereby grant to the Underwriters the right to purchase purchase, at their election in whole or in part from time to time time, up to 300,000 ____________ and ______________ Optional Shares, respectively, 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 Sharesabove, 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 Representatives Company and the Selling Shareholder, given from time to Robexx X. Xxxxxxxxxx, xxven not more than twice 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 you but in no event earlier than the First Time of Delivery (as hereinafter defined) or, unless you, the Representatives Company and Robexx X. Xxxxxxxxxx xxxerwise 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 the Representatives you elect to purchase all or a portion of the Optional Shares, the Company and Robexx X. Xxxxxxxxxx xxxee the Selling Shareholder agree to furnish or cause to be furnished to the Representatives 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).

Purchase and Sale of Shares. Subject to and upon the terms and conditions herein set forth, (a) each Selling Shareholder agrees, 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 Selling Shareholders, at a purchase price of $______ 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, Robexx X. Xxxxxxxxxx xxxees to sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from Robexx X. Xxxxxxxxxx, xx the purchase price per share set forth in clause (a) of this Section 2Agreement, that portion of the number of Optional Shares as NAEC will issue and sell 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 fractionYork, the numerator of which is the maximum number of Optional Shares that such Underwriter is entitled to and York will 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. 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 SharesNAEC, at the purchase price per share set forth in clause Closing hereunder, 85 authorized but unissued shares of common stock, no par value, of NAEC, representing 85% of the outstanding shares of NAEC (a) in such shares, the paragraph above plus"Sold Stock"). The Sold Stock shall be validly issued, if the purchase fully paid and sale non-assessable, and shall be conveyed free and clear of all liens, liabilities, obligations and encumbrances 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 Shareskind or nature whatsoever. YORK ACKNOWLEDGES THAT THE SOLD STOCK TO BE RECEIVED BY IT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, for the sole purpose of covering over-allotments in the sale of Firm SharesAS 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. Any such election to purchase Optional Shares may be exercised by written notice from the Representatives to Robexx X. XxxxxxxxxxYORK REPRESENTS AND WARRANTS TO NAEC THAT (I) IT 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, 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 deliveredAND (II) WITHOUT AFFECTING YORK'S RIGHT TO RELY ON THE NAEC'S REPRESENTATIONS AND WARRANTIES HEREUNDER, as determined by the Representatives but in no event earlier than the First Time of Delivery orYORK HAS HAD FULL OPPORTUNITY TO ASK SUCH QUESTIONS OF, unless the Representatives and Robexx X. Xxxxxxxxxx xxxerwise agree in writingAND REVIEW INFORMATION RELATING TO, 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 SharesNAEC AS IT REQUESTED, 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 Delivery (as hereinafter defined)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 Underwriters agrees to purchase from the terms and conditions herein set forth, (a) each Selling Shareholder agreesCompany, severally and not jointly, and on the terms and subject to the conditions herein set forth the Company agrees to sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Selling Shareholders, at a purchase price of $______ 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 its name in Schedule II hereto I hereof at a price of $ per share (the "Purchase Price"). The Company agrees, on the basis of 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 obtained by subtracting the number of shares with respect to which the Selling Stockholder Underwriter exercised its option under the Selling Stockholder Underwriting Agreement from shares, and the Underwriters shall have a fractionright 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 number of Additional Shares at the Purchase Price. If the Representatives, on behalf of the Underwriters, elect to exercise this option, the numerator Representatives shall so notify the Company in writing not earlier than the day after the fourth business day, and not later than 30 days, after the date of this Agreement, which is notice shall specify the aggregate number of Firm Additional 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, Robexx X. Xxxxxxxxxx xxxees to sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from Robexx X. Xxxxxxxxxx, xx 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. 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 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 shares are to be delivered, as determined by the Representatives but in purchased. Such date may be 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 Additional Shares may be purchased as provided in Section 5 hereof solely for the event purpose of covering over-allotments made in connection with the offering of the Firm Shares. If any Additional Shares are to be purchased hereunder, each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as the Representatives elect may determine) that bears the same proportion to purchase all or a portion the total number of the Optional Shares, the Company and Robexx X. Xxxxxxxxxx xxxee to furnish or cause Additional Shares to be furnished to purchased as the Representatives the certificates, letters and opinions, and to satisfy all conditions, number of Firm Shares set forth in Section 7 hereof at each Subsequent Time Schedule I hereto opposite the name of Delivery (such Underwriter bears to the total number of Firm Shares. The terms of the public offering of the Shares are as hereinafter defined)set forth in the Prospectus.

Purchase and Sale of Shares. Subject to the terms and conditions herein set forth, (a) the Company agrees to issue and sell an aggregate of 2,250,000 Firm Shares, and each Selling Shareholder of the Underwriters agrees, severally and not jointly, to purchase at a purchase price of $_______ per share, the number of Firm Shares set forth opposite the name of such Underwriter in SCHEDULE I hereto. In the event and to the extent that the Underwriters shall exercise the election to purchase Optional Shares as provided below, the Selling Shareholders agree to issue and sell to each of the UnderwritersUnderwriters the aggregate number of Optional Shares set forth opposite such Selling Shareholder's name in SCHEDULE II hereto, and each of the Underwriters agrees, severally and not jointly, to purchase from the Selling Shareholders, at a purchase price of $______ 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, Robexx X. Xxxxxxxxxx xxxees to sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from Robexx X. Xxxxxxxxxx, xx the purchase price per share set forth in clause (a) of this Section 2the immediately preceding sentence, that portion of the number of Optional Shares as to which such election shall have been exercised (to be adjusted by the Representatives 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 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. Robexx X. Xxxxxxxxxx xxxeby grants 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 300,000 337,500 Optional Shares, 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 Sharesabove, 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 Representatives Company and the Selling Shareholders, given from time to Robexx X. Xxxxxxxxxx, xxven not more than twice 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 you but in no event earlier than the First Time of Delivery (as hereinafter defined) or, unless you and the Representatives and Robexx X. Xxxxxxxxxx xxxerwise Selling Shareholders otherwise agree in writing, earlier than two or later than ten business days after the date of such notice. In the event the Representatives you elect to purchase all or a portion of the Optional Shares, the Company and Robexx X. Xxxxxxxxxx xxxee the Selling Shareholders agree to furnish or cause to be furnished to the Representatives you the certificates, letters and opinions, and to satisfy all conditions, set forth in Section 7 8 hereof at each Subsequent Time of Delivery (as hereinafter defined). In the event you elect to purchase less than all of the 337,500 Optional Shares, the number of Optional Shares to be purchased from and sold by each Selling Shareholder shall be, as nearly as practicable, in the respective proportions to which the total shares to be sold by each Selling Shareholder bears to the total number of shares to be sold by all Selling Shareholders.

Purchase and Sale of Shares. Subject to the terms and conditions herein set forth, (a) each Selling Shareholder agrees, severally and not jointly, the Company agrees to sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Selling Shareholders, Company at a purchase price of $______ 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 hereto and (b) in the event and to the extent that the Underwriters shall exercise the election to purchase Optional Shares as provided below, Robexx X. Xxxxxxxxxx xxxees the 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 Robexx X. Xxxxxxxxxxthe Company, xx 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 exercised (to be adjusted by the Representatives 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. Robexx X. Xxxxxxxxxx xxxeby The Company hereby grants to the Underwriters the right to purchase purchase, at their election in whole or in part from time to time on one occasion, 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 Sharesabove, 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 Representatives to Robexx X. XxxxxxxxxxCompany, xxven not more than twice 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 the Representatives you but in no event earlier than the First Time of Delivery (as hereinafter defined) or, unless you and the Representatives and Robexx X. Xxxxxxxxxx xxxerwise 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 you elect to purchase all or a portion of the Optional Shares, the Company and Robexx X. Xxxxxxxxxx xxxee agrees to furnish or cause to be furnished to the Representatives you the certificates, letters and opinions, and to satisfy all conditions, set forth in Section 7 hereof at each the Subsequent Time of Delivery (as hereinafter defined).

Purchase and Sale of Shares. Subject to the terms and conditions herein set forth, (a) the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at a purchase price of $_______ per share (the "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, jointly to sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Selling Shareholders, Shareholders at a purchase price of $______ per sharethe Purchase Price, 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 the name of such Selling Shareholder in Schedule II hereto by a fraction, the numerator of which is the aggregate hereto. The number of Firm Shares to be purchased sold by such each Selling Shareholder to each Underwriter as 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, and the denominator of which is bears to the aggregate number of Firm Shares to be purchased sold by all of the Underwriters from the Selling Shareholders hereunder Shareholders, subject, however, to such adjustment as you may at any time approve to eliminate fractional shares. Subject to the terms and (b) conditions herein set forth, in the event and to the extent that the Underwriters shall exercise the election to purchase Optional Shares as provided below, Robexx X. Xxxxxxxxxx xxxees (a) the Company agrees to sell 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 Robexx X. Xxxxxxxxxxthe Company and the Designated Selling Shareholders, xx at the purchase price per share set forth in clause (a) of this Section 2Purchase Price, that portion of the number of Optional Shares as to which such election shall have been exercised (to be adjusted by the Representatives 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. Robexx X. Xxxxxxxxxx xxxeby grants The number of Optional Shares to be sold by the Company to the Underwriters shall be twenty-five percent (25%) 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 Underwriters as a group shall be the number which bears the same ratio to the aggregate number of Optional Shares being purchased from the 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 the Designated Selling Shareholders, 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 300,000 180,000 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 SharesPurchase 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 Representatives Company and the Custodian, given from time to Robexx X. Xxxxxxxxxx, xxven not more than twice 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 you, but in no event earlier than the First Time of Delivery (as hereinafter defined) or, unless you, the Representatives Company and Robexx X. Xxxxxxxxxx xxxerwise the Custodian otherwise agree in writing, earlier than two or later than ten business days after the date of such notice. In the event the Representatives you elect to purchase all or a portion of the Optional Shares, the Company and Robexx X. Xxxxxxxxxx xxxee the Designated Selling Shareholders agree to furnish or cause to be furnished to the Representatives you the certificates, letters and opinions, and to satisfy all conditions, conditions set forth in Section 7 hereof at each Subsequent Time of Delivery (as hereinafter defined).

Purchase and Sale of Shares. Subject At the Closing, upon the following terms and conditions, the Company shall issue and sell to the terms Purchasers, and conditions herein set forth, (a) each Selling Shareholder agreesPurchaser shall, severally and but not jointly, to sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Selling ShareholdersCompany 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 Purchase Price shall be allocated to the purchase of Common Shares at a price of $4.75 per share, and 54.00% of the Purchase Price shall be allocated to the purchase of Preferred Shares at a purchase price of $______ 4.75 per share. No fractional Preferred Shares shall be issued; any fractional Preferred Share shall 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 subtracted from, the purchase price of the Common Shares and will increase or decrease the number of Common Shares purchased. The Common Shares and the Preferred Shares are collectively referred to herein as the “Shares”. Notwithstanding the foregoing, the number of Firm Common Shares that any Purchaser will be permitted to purchase hereunder may not exceed the difference between 11,611,900 (19.9% of the Company’s outstanding Common Stock after the issuance of the Common Shares pursuant to be adjusted by this Agreement) and the Representatives so as to eliminate fractional shares) determined by multiplying the aggregate number of shares of Common Stock beneficially owned by that Purchaser immediately prior to the acquisition of Shares to be sold hereunder. The Company and the Purchasers are executing and delivering this Agreement in accordance with and in reliance upon the exemption from securities registration afforded by Section 4(a)(2) of 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 heretoSecurities Act, and the denominator rules and regulations promulgated thereunder, including Regulation D (“Regulation D”), and/or upon such other exemption from the registration requirements of which is the aggregate number of Firm Shares Securities Act as may be available with respect to be purchased by any or 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, Robexx X. Xxxxxxxxxx xxxees to sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from Robexx X. Xxxxxxxxxx, xx 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 (investments 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 made 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 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 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 Delivery (as hereinafter defined).

Purchase and Sale of Shares. Subject to the terms and conditions herein set forth, (a) the Company and each Selling Shareholder agreesagree, 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 and each Selling ShareholdersShareholder, 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 all of the Underwriters from the Company and the Selling Shareholders hereunder hereunder, and (b) in the event and to the extent that the Underwriters shall exercise the election to purchase Optional Shares as provided below, Robexx X. Xxxxxxxxxx xxxees the Company agrees to sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from Robexx X. Xxxxxxxxxxthe Company, xx 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 the Representatives so as to eliminate fractional shares) determined by multiplying such number of Optional Shares to be sold by the Company 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. Robexx X. Xxxxxxxxxx xxxeby 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 300,000 an aggregate of 1,164,000 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 Sharesabove, 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 Representatives to Robexx X. Xxxxxxxxxxthe Company, xxven not more than twice 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 you but in no event earlier than the First Time of Delivery (as hereinafter defined) or, unless the Representatives and Robexx X. Xxxxxxxxxx xxxerwise 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 you elect to purchase all or a portion of the Optional Shares, the Company and Robexx X. Xxxxxxxxxx xxxee agrees to furnish or cause to be furnished to the Representatives 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 Selling Shareholder agrees, severally the Company agrees to issue and not jointly, to sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Selling ShareholdersCompany, at a purchase price of $_________ 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, Robexx X. Xxxxxxxxxx xxxees 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 Robexx X. Xxxxxxxxxxthe Company, xx 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 the Representatives 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. Robexx X. Xxxxxxxxxx xxxeby 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 300,000 600,000 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 takes place after the First Time of Delivery (as hereinafter defined) and after the Firm Shares are traded "ex-dividend," an amount equal to the dividend dividends payable on such Optional Shares, 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 Representatives Company, given from time to Robexx X. Xxxxxxxxxx, xxven not more than twice 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 you but in no event earlier than the First Time of Delivery (as hereinafter defined) or, unless you and the Representatives and Robexx X. Xxxxxxxxxx xxxerwise 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 you elect to purchase all or a portion of the Optional Shares, the Company and Robexx X. Xxxxxxxxxx xxxee agrees to furnish or cause to be furnished to the Representatives 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).

Purchase and Sale of Shares. Subject Upon the basis of the representations and --------------------------- warranties and subject to the terms and conditions set forth herein, the Company agrees to issue and sell the Shares to the Purchaser on the Closing Date (as herein set forth, (adefined) each Selling Shareholder agrees, 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 Selling Shareholders, at a per share purchase price of $_______ (the "Per Share Purchase Price," and the aggregate purchase price for all of the Shares is referred to as the "Purchase Price") and, upon the basis of the representations and warranties and subject to the terms and conditions set forth herein, the Purchaser agrees to purchase the Shares from the Company on the Closing Date at the Purchase Price. Notwithstanding the 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 Nasdaq National Market in the aftermarket) for less per shareshare than the Per Share Purchase Price at any time during the ninety (90) 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 date hereof) the Company shall have the obligation to promptly notify and pay the Purchaser (x) the aggregate difference between (i) the per share price of the Shares and (ii) the per share price of such additional shares of the Company's Common Stock (or securities that may be converted into or exchanged for shares of Common Stock) so sold, (y) multiplied by 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, Robexx X. Xxxxxxxxxx xxxees to sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from Robexx X. Xxxxxxxxxx, xx 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. 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 Company's option, in either cash or additional shares of the Company's Common Stock. If the Company elects to pay in Common Stock, the Common Stock shall be valued at the price per share set forth in clause at which the Company sells any such shares (aor securities that may converted into or exchanged for shares) in the paragraph above plus, if the purchase of Common Stock 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 will be payable on such Optional Shares, 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 Representatives to Robexx X. Xxxxxxxxxx, xxven not more than twice within a period of 30 calendar five (5) 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 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 Delivery (as hereinafter defined)other sale.

Purchase and Sale of Shares. Subject to the terms and conditions herein set forth, (a) each Selling Shareholder agrees, severally and not jointly, the Company agrees 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 ShareholdersStockholder, at a purchase price of $_________ per share, the number of Firm Shares (to be adjusted by the Representatives you so as to eliminate fractional shares) determined by multiplying the aggregate number of Shares to be sold by the Selling Shareholders Company 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 Company hereunder, and (b) in the event and to the extent that the Underwriters shall exercise the election to purchase Optional Shares as provided below, Robexx X. Xxxxxxxxxx xxxees 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 Robexx X. Xxxxxxxxxxthe Company, xx 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 the Representatives 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. Robexx X. Xxxxxxxxxx xxxeby 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 300,000 210,000 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 Sharesabove, 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 Representatives Company, given from time to Robexx X. Xxxxxxxxxx, xxven not more than twice 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 you but in no event earlier than the First Time of Delivery (as hereinafter defined) or, unless you and the Representatives and Robexx X. Xxxxxxxxxx xxxerwise 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 you elect to purchase all or a portion of the Optional Shares, the Company and Robexx X. Xxxxxxxxxx xxxee agrees to furnish or cause to be furnished to the Representatives 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).

Purchase and Sale of Shares. Subject to the terms and conditions herein set forth, (ai) each Selling Shareholder agrees, severally and not jointly, the Company agrees to sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Selling ShareholdersCompany, at a purchase price of $_______ per share, the number of the Company 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 each Underwriter in on Schedule I heretoI, and the denominator of which is the aggregate number of Firm Shares to be purchased by all of the Underwriters from (ii) the Selling Shareholders hereunder severally and (b) in the event and to the extent that the Underwriters shall exercise the election to purchase Optional Shares as provided belownot jointly, Robexx X. Xxxxxxxxxx xxxees agree to sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from Robexx X. Xxxxxxxxxxthe Selling Shareholders, xx at the purchase price per share set forth in clause (ai) of this Section 2, that portion the number of Shareholder Firm Shares set forth opposite the names of each Underwriter on Schedule I hereto. The Company and the Selling Shareholders hereby grant to the Underwriters the right to purchase at their election in whole or in part up to 960,000 Optional Shares at the purchase price per share set forth in clause (i) in the paragraph above for the sole purpose of covering over-allotments in the sale of Firm Shares. If the option granted hereby is exercised in part, then the respective number of Optional Shares to be purchased by each of the Underwriters shall be determined by multiplying the total 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 Underwriters 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. Robexx X. Xxxxxxxxxx xxxeby grants hereunder (with the resulting number to be adjusted by the Underwriters the right so as 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 sole purpose of covering over-allotments in the sale of Firm Shareseliminate fractional shares). Any such election to purchase Optional Shares may be exercised by written notice from the Representatives Underwriters to Robexx X. Xxxxxxxxxxthe Company, xxven not more than twice 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 the Representatives Underwriters but in no event earlier than the First Time of Delivery or, unless the Representatives Underwriters 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 Optional Shares, the Company and Robexx X. Xxxxxxxxxx xxxee otherwise agree, to furnish or cause to be furnished to the Representatives Underwriters the certificates, letters and opinions, and to satisfy all conditions, set forth in Section 7 6 hereof at each the Subsequent Time of Delivery (Delivery. After the Registration Statement becomes effective, the several Underwriters intend to offer the Shares to the public as hereinafter defined)set forth in the Prospectus.

Purchase and Sale of Shares. Subject to the terms and conditions herein set forth, (a) each Selling Shareholder agrees, severally and not jointly, the Company agrees to sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Selling Shareholders, Company at a purchase price of $______ per share, the number of Firm Shares (to be adjusted by the Representatives you so as to eliminate fractional shares) determined by multiplying the aggregate number of Firm Shares to be sold by the Selling Shareholders as set forth opposite their respective names in Schedule II hereto Company 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 Company hereunder and (b) in the event and to the extent that the Underwriters shall exercise the election to purchase Optional Shares as provided below, Robexx X. Xxxxxxxxxx xxxees the 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 Robexx X. Xxxxxxxxxxthe Company, xx 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 exercised (to be adjusted by the Representatives 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. Robexx X. Xxxxxxxxxx xxxeby The Company hereby grants to the Underwriters the right to purchase purchase, at their election in whole or in part from time to time time, up to 300,000 570,000 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 Sharesabove, 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 Representatives Company, given from time to Robexx X. Xxxxxxxxxx, xxven not more than twice 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 you but in no event earlier than the First Time of Delivery (as hereinafter defined) or, unless you and the Representatives and Robexx X. Xxxxxxxxxx xxxerwise 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 you elect to purchase all or a portion of the Optional Shares, the Company and Robexx X. Xxxxxxxxxx xxxee agrees to furnish or cause to be furnished to the Representatives 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).

Purchase and Sale of Shares. Subject to the terms and conditions herein set forth, (a) each Selling Shareholder agrees, severally and not jointly, the Company agrees to sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Selling Shareholders, Company at a purchase price of $_________ 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 Firm Shares to be sold by the Selling Shareholders as set forth opposite their respective names in Schedule II hereto Company 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 Company hereunder and (b) in the event and to the extent that the Underwriters shall exercise the election to purchase Optional Shares as provided below, Robexx X. Xxxxxxxxxx xxxees 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 Robexx X. Xxxxxxxxxxthe Company, xx 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 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. Robexx X. Xxxxxxxxxx xxxeby 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 300,000 525,000 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 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. Xxxxxxxxxxthe Company, xxven not more than twice 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 Robexx X. Xxxxxxxxxx xxxerwise 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 Company and Robexx X. Xxxxxxxxxx xxxee 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 Delivery (as hereinafter defined).

Purchase and Sale of Shares. Subject to the terms and conditions herein set forthforth herein, (a) each Selling Shareholder agrees, severally and not jointly, --------------------------- the Company agrees to sell to each of the UnderwritersPurchasers 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 upon the basis of the representations and warranties, and subject to the terms set forth herein, each of the Underwriters Purchasers agrees, severally and not jointly, to purchase from the Selling Shareholders, at a purchase price of $______ 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 Units 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 its name of such Underwriter in on Schedule I hereto, and the denominator of which is the aggregate number of Firm Shares to be purchased by all of the Underwriters attached hereto 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, Robexx X. Xxxxxxxxxx xxxees to sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from Robexx X. Xxxxxxxxxx, xx 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. 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," Company for an amount equal to the dividend payable on Per Unit Purchase Price multiplied by such Optional Sharesnumber of Units set forth in Schedule I (the "Purchase Price"). Notwithstanding the foregoing, for the sole purpose of covering over-allotments in the sale of Firm Shares. Any such election to purchase Optional Shares event that the Company sells any shares (or securities that may be exercised 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 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) stock options, (b) purchases by written notice from the Representatives to Robexx X. XxxxxxxxxxCompany of outstanding existing stock options, xxven not more than twice within a period and (c) warrants, preferred stock and any other convertible securities, including without limitation, the Units, outstanding as of 30 calendar days after the date hereof) the Company shall have the obligation to promptly notify and pay each of this Agreement and setting forth the Purchasers (x) the aggregate difference between (i) the Per Unit Purchase Price and (ii) the per share price of such additional shares of the Company's Common Stock (or securities that may be converted into or exchanged for shares of Common Stock) so sold, (y) multiplied by the number of Optional Shares Units purchased hereunder, at the Company's option, in either cash or additional shares of the Company's Common Stock. If the Company elects to pay in Common Stock, the Common Stock shall be purchased valued at the price at which the Company sold any such shares (or securities that may be converted into or exchanged for shares) of Common Stock in the specific transaction that triggered this paragraph of Section 1 hereof and will be payable within five (5) days of 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 closing of such noticeother transaction. In the event the Representatives elect to purchase all or a portion If within sixty (60) days of the Optional SharesClosing 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 and Robexx X. Xxxxxxxxxx xxxee to furnish or cause to be furnished shall provide notice of such issuance to the Representatives the certificates, letters and opinions, and to satisfy all conditions, set forth in Section 7 hereof at each Subsequent Time of Delivery (Purchaser as hereinafter defined)soon as reasonably practicable.

Purchase and Sale of Shares. Subject On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, (a) each Selling Shareholder agrees, severally the Company agrees to issue and not jointly, sell the Shares to sell to each of the UnderwritersUnderwriter, and each of the Underwriters agrees, severally and not jointly, Underwriter agrees to purchase from the Selling Shareholders, at a purchase price of $______ per share, Company 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 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 I III hereto. In addition, and the denominator Company hereby grants to the Underwriter the option to purchase an aggregate of which is the aggregate number of Firm Shares up to be purchased by all 15% of the Underwriters Shares purchased pursuant to this Agreement and, upon the basis of the warranties and representations and subject to the terms and conditions herein set forth, the Underwriter shall have the right to purchase, from the Selling Shareholders hereunder and Company (bsubject to such adjustment as you shall determine to avoid fractional shares), all or a portion of additional Shares (“Additional Shares”) as may be necessary to cover over-allotments made in connection with the event and to the extent that the Underwriters shall exercise the election to purchase Optional Shares as provided below, Robexx X. Xxxxxxxxxx xxxees to sell to each offering of the UnderwritersShares, and each of at the Underwriters agrees, severally and not jointly, to purchase from Robexx X. Xxxxxxxxxx, xx the same 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 paid 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. Robexx X. Xxxxxxxxxx xxxeby grants to the Underwriters Company for the right to purchase at their election Shares. This option may be exercised by you in whole or in part and at any time or from time to time up to 300,000 Optional Shareson or before the thirtieth day following the date hereof, 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 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 to 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 Company. Such notice shall set forth the aggregate number of Optional 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 no Option Closing Date shall 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 with respect to the Additional Shares to be purchased and on such Option Closing Date nor later than the fifth business day after the date on which such Optional the option shall have been exercised with respect to the Additional Shares are to be delivered, as determined by the Representatives but in no event earlier than the First Time of Delivery or, purchased on such Option Closing Date unless the Representatives Company and Robexx X. Xxxxxxxxxx xxxerwise agree in writing, earlier than two or later than ten business days after the date of such noticeyou otherwise agree. In the event the Representatives elect to purchase all or a portion Payment of the Optional Sharespurchase price and delivery for the Additional Shares shall be made at the Option Closing Date in the same manner and at the same office as the payment for the Shares as set forth in subparagraph (b) below. For the purpose of expediting the checking of certificates for the Additional Shares by you, the Company and Robexx X. Xxxxxxxxxx xxxee agrees to furnish or cause make forms of such certificates available to be furnished you for such purpose at least one full business day preceding an Option Closing Date. Any closing of the purchase of Additional Shares hereunder is hereinafter referred to the Representatives the certificates, letters and opinions, and to satisfy all conditions, set forth in Section 7 hereof at each Subsequent Time of Delivery (as hereinafter definedan “Option Closing”).

Purchase and Sale of Shares. Subject On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, (a) each Selling Shareholder agrees, severally the Company agrees to issue and not jointly, sell the Shares to sell to each of the UnderwritersUnderwriter, and each of the Underwriters agrees, severally and not jointly, Underwriter agrees to purchase from the Selling Shareholders, at a purchase price of $______ per share, Company 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 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 I II hereto. In addition, and the denominator Company hereby grants to the Underwriter the option to purchase an aggregate of which is the aggregate number of Firm Shares up to be purchased by all 15% of the Underwriters Shares purchased pursuant to this Agreement and, upon the basis of the warranties and representations and subject to the terms and conditions herein set forth, the Underwriter shall have the right to purchase, from the Selling Shareholders hereunder and Company (bsubject to such adjustment as you shall determine to avoid fractional shares), all or a portion of additional Shares (“Additional Shares”) as may be necessary to cover over-allotments made in connection with the event and to the extent that the Underwriters shall exercise the election to purchase Optional Shares as provided below, Robexx X. Xxxxxxxxxx xxxees to sell to each offering of the UnderwritersShares, and each of at the Underwriters agrees, severally and not jointly, to purchase from Robexx X. Xxxxxxxxxx, xx the same 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 paid 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. Robexx X. Xxxxxxxxxx xxxeby grants to the Underwriters Company for the right to purchase at their election Shares. This option may be exercised by you in whole or in part and at any time or from time to time up to 300,000 Optional Shareson or before the thirtieth day following the date hereof, 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 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 to 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 Company. Such notice shall set forth the aggregate number of Optional 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 no Option Closing Date shall 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 with respect to the Additional Shares to be purchased and on such Option Closing Date nor later than the fifth business day after the date on which such Optional the option shall have been exercised with respect to the Additional Shares are to be delivered, as determined by the Representatives but in no event earlier than the First Time of Delivery or, purchased on such Option Closing Date unless the Representatives Company and Robexx X. Xxxxxxxxxx xxxerwise agree you otherwise agree. Payment of the purchase price and delivery for the Additional Shares shall be made at the Option Closing Date in writingthe same manner and at the same office as the payment for the Shares as set forth in subparagraph (b) below. For the purpose of expediting the checking of certificates for the Additional Shares by you, the Company agrees to make forms of such certificates available to you for such purpose the earlier than two or later than ten of the first business days day after the date of such noticeon which the option shall have been exercised. In the event the Representatives elect to purchase all or a portion Any closing of the Optional Shares, the Company and Robexx X. Xxxxxxxxxx xxxee purchase of Additional Shares hereunder is hereinafter referred 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 Delivery (as hereinafter defined)an “Option Closing”.

Purchase and Sale of Shares. Subject to the terms and conditions herein set forth, (a) the Company and each Selling Shareholder agreesagree, 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 and each Selling ShareholdersShareholder, at a purchase price of $______ 11.10 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 Company and 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 Company and the Selling Shareholders hereunder hereunder, and (b) in the event and to the extent that the Underwriters shall exercise the election to purchase Optional Shares as provided below, Robexx X. Xxxxxxxxxx xxxees the Company and each of the Selling Shareholders agree to sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from Robexx X. Xxxxxxxxxxthe Company and each Selling Shareholder, xx 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 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, 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 II hereto and the denominator of which is the maximum number of the Optional Shares that all of the Underwriters are entitled to purchase hereunder. Robexx X. Xxxxxxxxxx xxxeby grants 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 300,000 an aggregate of 600,000 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 Sharesabove, for the 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 written notice from the Representatives to Robexx X. Xxxxxxxxxxthe Company, xxven not more than twice 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 you but in no event earlier than the First Time of Delivery (as hereinafter defined) or, unless the Representatives and Robexx X. Xxxxxxxxxx xxxerwise 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 you elect to purchase all or a portion of the Optional Shares, the Company and Robexx X. Xxxxxxxxxx xxxee each of the Selling Shareholders agree to furnish or cause to be furnished to the Representatives 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 Upon the basis of the representations and warranties and subject to the terms and conditions set forth herein, the Company agrees to issue and sell the Shares to the Purchaser on the Closing Date (as herein set forthdefined) at $6.546875 per Share, (a) each Selling Shareholder agrees, 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 Selling Shareholders, at a or an aggregate purchase price of $______ 28,000,000 (the "Purchase Price") and, upon the basis of the representations and warranties and subject to the terms and conditions set forth herein, the Purchaser agrees to purchase the Shares from the Company on the Closing Date at the Purchase Price. Notwithstanding the 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 Nasdaq in the aftermarket) for less than $6.546875 per shareshare at any time during the forty-five (45) day period commencing on the date hereof (except for shares issued pursuant to (a) stock options, (b) purchases by the Company of outstanding existing stock options (c) warrants outstanding as of the date hereof, and (d) agreements existing as of the date hereof that guarantee the price of common stock issued in transactions with HybriGene, LLC and Kimeragen, Inc.), the Company shall have the obligation to promptly notify and pay the Purchaser (x) the aggregate difference between (i) the per share price of the Shares and (ii) the per share price of such additional shares of the Company's Common Stock (or securities that may be converted into or exchanged for shares of Common Stock) so sold, (y) multiplied by 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, Robexx X. Xxxxxxxxxx xxxees to sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from Robexx X. Xxxxxxxxxx, xx 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. 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 Company's option, in either cash or additional shares of the Company's Common Stock. If the Company elects to pay in Common Stock, the Common Stock shall be valued at the price per share set forth in clause at which the Company sells any such shares (aor securities that may converted into or exchanged for shares) in the paragraph above plus, if the purchase of Common Stock 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 will be payable on such Optional Shares, 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 Representatives to Robexx X. Xxxxxxxxxx, xxven not more than twice within a period of 30 calendar five (5) 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 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 Delivery (as hereinafter defined)other sale.

Purchase and Sale of Shares. Subject Upon the basis of the representations and warranties and subject to the terms and conditions set forth herein, the Company agrees to issue and sell the Shares to the Purchaser on the Closing Date (as herein set forthdefined) at a per share purchase price equal to $3.25 (the "Per Share Purchase Price") for an aggregate purchase price for all of the Shares of $500,000 (the "Purchase Price"). The Company also agrees to pay to Purchaser, in cash, all interest accrued to the Closing Date but not yet paid on the loan in the amount of $500,000, made to the Company by Purchaser on December 1, 1999, such interest to be calculated at an annual interest rate of 8% as agreed by the Company and the Purchaser at the time the loan was made. Notwithstanding the 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 Nasdaq in the aftermarket) for less per share than the Per Share Purchase Price at any time during the sixty-day (60-day) period commencing on the Closing Date (except for shares issued pursuant to (a) each Selling Shareholder agreesstock options, severally (b) purchases by the Company of outstanding existing stock options, and not jointly, to sell to each (c) warrants outstanding as of the Underwriters, date hereof) the Company shall have the obligation to promptly notify and each pay the Purchaser (x) the aggregate difference between (i) the per share price of the Underwriters agrees, severally Shares and not jointly, to purchase from (ii) the Selling Shareholders, at a purchase per share price of $______ per sharesuch additional shares of the Company's Common Stock (or securities that may be converted into or exchanged for shares of Common Stock) so sold, (y) multiplied by 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, Robexx X. Xxxxxxxxxx xxxees to sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from Robexx X. Xxxxxxxxxx, xx 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. 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 Company's option, in either cash or additional shares of the Company's Common Stock. If the Company elects to pay in Common Stock, the Common Stock shall be valued at the price per share set forth in clause at which the Company sells any such shares (aor securities that may converted into or exchanged for shares) in the paragraph above plus, if the purchase of Common Stock 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 will be payable on such Optional Shares, 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 Representatives to Robexx X. Xxxxxxxxxx, xxven not more than twice within a period of 30 calendar five (5) trading 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 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 Delivery (as hereinafter defined)other date.