Common use of Purchase, Sale and Delivery of Shares Clause in Contracts

Purchase, Sale and Delivery of Shares. (a) On the basis of the representations, warranties and covenants contained herein, and subject to the terms and conditions herein set forth, the Company agrees to sell to each Underwriter and each Underwriter agrees, severally and not jointly, to purchase from the Company, at a price of $________ per share, the number of Firm Shares set forth opposite the name of each Underwriter in Schedule A hereto, subject to adjustments in accordance with Section 8 hereof. In addition, on the basis of the representations, warranties and covenants herein contained and subject to the terms and conditions herein set forth, the Company hereby grants to the several Underwriters an option to purchase, at their election, up to 375,000 Option Shares at the same price per share as set forth for the Firm Shares in the paragraph above, for the sole purpose of covering overallotments in the sale of the Firm Shares. The option granted hereby may be exercised in whole or in part, but only once, and at any time upon written notice given within 30 days after the date of this Agreement, by you, as Representatives of the several Underwriters, to the Company setting forth the number of Option Shares as to which the several Underwriters are exercising the option and the time and date at which certificates are to be delivered. If any Option Shares are purchased, each Underwriter agrees, severally and not jointly, to purchase that portion of the number of Option Shares as to which such election shall have been exercised (subject to adjustment to eliminate fractional shares) determined by multiplying such number of Option Shares by a fraction the numerator of which is the maximum number of Option Shares which such Underwriter is entitled to purchase as set forth opposite the name of such Underwriter in Schedule A hereto and the denominator of which is the maximum number of Option Shares which all of the Underwriters are entitled to purchase hereunder. The time and date at which certificates for Option Shares are to be delivered shall be determined by the Representatives but shall not be earlier than two or later than ten full business days after the exercise of such option, and shall not in any event be prior to the Closing Date. If the date of exercise of the option is three or more full days before the Closing Date, the notice of exercise shall set the Closing Date as the Option Closing Date.

Purchase, Sale and Delivery of Shares. (a) On the basis of the representations, warranties and covenants contained hereinagreements herein contained, and but subject to the terms and conditions herein set forth, the Company agrees to sell to each Underwriter the Underwriters named in Schedule A hereto, and each Underwriter agreesthe Underwriters agree, severally and not jointly, to purchase the Firm Shares from the CompanyCompany at the price per share set forth in the Pricing Agreement. The obligation of each Underwriter to the Company shall be to purchase from the Company that number of full shares which (as nearly as practicable, at a price of $________ per shareas determined by you) bears to 6,250,000, the same proportion as the number of Firm Shares set forth opposite the name of each such Underwriter in Schedule A heretohereto bears to the total number of Firm Shares to be purchased by all Underwriters under this Agreement. The initial public offering price and the purchase price shall be set forth in the Pricing Agreement. At 9:00 A.M., subject to adjustments Chicago Time, on the fourth business day, if permitted under Rule 15c6-1 under the Exchange Act, (or the third business day if required under Rule 15c6-1 under the Exchange Act or unless postponed in accordance with the provisions of Section 8 hereof12) following the date the Registration Statement becomes effective (or, if the Company has elected to rely upon Rule 430A, the fourth business day, if permitted under Rule 15c6-1 under the Exchange Act, (or the third business day if required under Rule 15c6-1 under the Exchange Act) after execution of the Pricing Agreement), or such other time not later than ten business days after such date as shall be agreed upon by the Representative and the Company, the Company will deliver to you at the offices of counsel for the Underwriters or through the facilities of The Depository Trust Company for the accounts of the several Underwriters, certificates representing the Firm Shares to be sold by it, against payment of the purchase price therefor by delivery of federal or other immediately available funds, by wire transfer or otherwise, to the Company. Such time of delivery and payment is herein referred to as the "FIRST CLOSING DATE." The certificates for the Firm Shares so to be delivered will be in such denominations and registered in such names as you request by notice to the Company prior to 10:00 A.M., Chicago Time, on the second business day preceding the First Closing Date, and will be made available at the Company's expense for checking and packaging by the Representative at 10:00 A.M., Chicago Time, on the business day preceding the First Closing Date. Payment for the Firm Shares so to be delivered shall be made at the time and in the manner described above at the offices of counsel for the Underwriters. In addition, on the basis of the representations, warranties and covenants agreements herein contained and contained, but subject to the terms and conditions herein set forth, the Company hereby grants an option to the several Underwriters an option to purchase, at their electionseverally and not jointly, up to 375,000 an aggregate of 937,500 Option Shares Shares, at the same purchase price per share as set forth to be paid for the Firm Shares in the paragraph aboveShares, for use solely in covering any overallotments made by the sole purpose of covering overallotments Underwriters in the sale and distribution of the Firm Shares. The option granted hereby hereunder may be exercised in whole or in part, but only once, and at any time upon written notice given (but not more than once) within 30 days after the date of this Agreement, the initial public offering upon notice by you, as Representatives of the several Underwriters, you to the Company setting forth the aggregate number of Option Shares as to which the several Underwriters are exercising the option option, the names and denominations in which the certificates for such shares are to be registered and the time and date place at which such certificates are to will be delivered. If Such time of delivery (which may not be earlier than the First Closing Date), being herein referred to as the "SECOND CLOSING DATE," shall be determined by you, but if at any time other than the First Closing Date, shall not be earlier than three nor later than 10 full business days after delivery of such notice of exercise. The number of Option Shares are purchased, to be purchased by each Underwriter agrees, severally and not jointly, to purchase that portion of shall be determined by multiplying the number of Option Shares as to which such election shall have been exercised (subject to adjustment to eliminate fractional shares) determined by multiplying such number of Option Shares be sold by a fraction fraction, the numerator of which is the maximum number of Option Firm Shares which to be purchased by such Underwriter is entitled to purchase as set forth opposite the its name of such Underwriter in Schedule A hereto and the denominator of which is the maximum total number of Firm Shares (subject to such adjustments to eliminate any fractional share purchases as you in your absolute discretion may make). Certificates for the Option Shares which all of will be made available at the Underwriters are entitled to purchase hereunder. The time Company's expense for checking and date packaging at which certificates for Option Shares are to be delivered shall be determined by 10:00 A.M., Chicago Time, on the Representatives but shall not be earlier than two or later than ten first full business days after day preceding the exercise of such option, and shall not in any event be prior to the Second Closing Date. If the date The manner of exercise payment for and delivery of the option is three Option Shares shall be the same as for the Firm Shares as specified in the preceding paragraph. You have advised the Company that each Underwriter has authorized you to accept delivery of its Shares, to make payment and to receipt therefor. You, individually and not as the Representative of the Underwriters, may make payment for any Shares to be purchased by any Underwriter whose funds shall not have been received by you by the First Closing Date or more full days before the Second Closing Date, the notice of exercise shall set the Closing Date as the Option Closing Datecase may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any obligation hereunder.

Purchase, Sale and Delivery of Shares. (a) On the basis of the representations, warranties and covenants contained herein, and subject to the terms and conditions herein set forth, the Company agrees and each Selling Shareholder agrees, severally and not jointly, to sell to each Underwriter and each Underwriter agrees, severally and not jointly, to purchase from the CompanyCompany and each Selling Shareholder, at a price of $___________ per share, the number of Firm Shares (to be adjusted by you to eliminate fractional shares) determined by multiplying the aggregate number of Firm Shares to be sold by the Company and each of the Selling Shareholders, as set forth opposite their respective names in Schedule B 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 each such Underwriter in Schedule A hereto, subject hereto and the denominator of which is the aggregate number of Firm Shares to adjustments in accordance with Section 8 hereofbe purchased by all the Underwriters from the Company and the Selling Shareholders hereunder. In addition, on the basis of the representations, warranties and covenants contained herein contained and subject to the terms and conditions herein set forth, the Company hereby grants to the several Underwriters an option to purchase, purchase at their election, the Underwriters' election up to 375,000 508,174 Option Shares at the same price per share as set forth for the Firm Shares in the paragraph above, for the sole purpose of covering overallotments over-allotments in the sale of the Firm Shares. The option granted hereby may be exercised in whole or in part, but only once, and at any time upon written notice given within 30 days after the date of this Agreement, by you, as Representatives of the several Underwriters, to the Company setting forth the number of Option Shares as to which the several Underwriters are exercising the option and the time and date at which certificates are to be delivered. If any Option Shares are purchased, each Underwriter agrees, severally and not jointly, to purchase that portion of the number of Option Shares as to which such election shall have been exercised (subject to adjustment to eliminate fractional shares) determined by multiplying such number of Option Shares by a fraction the numerator of which is the maximum number of Option Shares which such Underwriter is entitled to purchase as set forth opposite the name of such Underwriter in Schedule A hereto and the denominator of which is the maximum number of Option Shares which all of the Underwriters are entitled to purchase hereunder. The time and date at which certificates for Option Shares are to be delivered shall be determined by the Representatives but shall not be earlier than two or later than ten full business days after the exercise of such option, and shall not in any event be prior to the Closing Date. If the date of exercise of the option is three or more full days before the Closing Date, the notice of exercise shall set the Closing Date as the Option Closing Date.. Certificates in definitive form for the Shares to be purchased by each Underwriter hereunder, and in such denominations and registered in such names as Dain Xxxxxxxx Xxxxxxx xxx request upon at least 48 hours' prior notice to the Company, shall be delivered by or on behalf of the Company or the Selling Shareholders, as applicable, to you for the account of such Underwriter at such time and place as shall hereafter be designated by the Representatives, against payment by such Underwriter or on its behalf of the purchase price therefor by wire transfer of Federal or other funds immediately available in Minneapolis, Minnesota. The time and date of such delivery and payment shall be, with respect to

Purchase, Sale and Delivery of Shares. (a) On the basis of the representations, warranties and covenants contained hereinagreements herein contained, and but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to each the Underwriter, and the Selling Shareholder agrees to sell to the Underwriter, and the Underwriter and each Underwriter agrees, severally and not jointly, agrees to purchase from the CompanyCompany and the Selling Shareholder, at a price of $________ per share, the number of Firm Shares set forth opposite the name of each Underwriter in Schedule A hereto, subject to adjustments in accordance with Section 8 hereof. In addition, on the basis of the representations, warranties and covenants herein contained and subject to the terms and conditions herein set forth, the Company hereby grants to the several Underwriters an option to purchase, at their election, up to 375,000 Option Shares at the same price per share as set forth for the Firm Shares in the paragraph above, for the sole purpose of covering overallotments in the sale of the Firm Shares. The option granted hereby purchase price per share to be paid by the Underwriter to the Company and the Selling Shareholder shall be the price per share set forth in the Pricing Agreement. Delivery of certificates for the Firm Shares to be purchased by the Underwriter and payment therefor shall be made at the offices of Xxxxxx & Xxxxxx Incorporated, 000 Xxxxxxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxxxxxxx, Xxxxxxxxxx (or such other place as may be exercised in whole or in partagreed upon by the Company and the Underwriter) at such time and date, but only oncenot later than the third full business day following the first date that any of the Common Shares are released by you for sale to the public, and as you shall designate by at least 48 hours prior notice to the Company (the "First Closing Date"); provided, however, that if the Prospectus is at any time prior to the First Closing Date recirculated to the public, the First Closing Date shall occur upon written notice given within 30 days the later of the third full business day following the first date that any of the Common Shares are released by you for sale to the public or the date that is 48 hours after the date that the Prospectus has been so recirculated. Delivery of this Agreementcertificates for the Firm Shares shall be made by or on behalf of the Company and the Selling Shareholder to you, against payment by you of the purchase price therefor by certified or official bank checks payable in next day funds to the order of the Company and the Selling Shareholder. The certificates for the Firm Shares shall be registered in such names and denominations as you shall have requested at least two full business days prior to the First Closing Date, and shall be made available for checking and packaging on the business day preceding the First Closing Date at a location in New York, New York, as may be designated by you, as Representatives . Time shall be of the several Underwritersessence, to the Company setting forth the number of Option Shares as to which the several Underwriters are exercising the option and delivery at the time and date at which certificates are place specified in this Agreement is a further condition to be delivered. If any Option Shares are purchased, each Underwriter agrees, severally and not jointly, to purchase that portion the obligations of the number of Option Shares as to which such election shall have been exercised (subject to adjustment to eliminate fractional shares) determined by multiplying such number of Option Shares by a fraction the numerator of which is the maximum number of Option Shares which such Underwriter is entitled to purchase as set forth opposite the name of such Underwriter in Schedule A hereto and the denominator of which is the maximum number of Option Shares which all of the Underwriters are entitled to purchase hereunder. The time and date at which certificates for Option Shares are to be delivered shall be determined by the Representatives but shall not be earlier than two or later than ten full business days after the exercise of such option, and shall not in any event be prior to the Closing Date. If the date of exercise of the option is three or more full days before the Closing Date, the notice of exercise shall set the Closing Date as the Option Closing DateUnderwriter.

Purchase, Sale and Delivery of Shares. (a) On the basis of the representations, representations and warranties and covenants herein contained herein, and subject to the terms and conditions herein set forth, the Company agrees to sell to each Underwriter Underwriter, severally, and not jointly, and each Underwriter agreesUnderwriter, severally and not jointly, agrees to purchase from the Company, respectively, at a purchase price per share of [$________ ] per shareShare, the number of Firm Shares set forth opposite the name of each Underwriter in Schedule SCHEDULE A hereto, hereto (subject to adjustments adjustment as provided in accordance with Section 8 hereof10). In addition, on Delivery of definitive certificates for the basis Shares to be purchased by the Underwriters pursuant to this Section 3 shall be made against payment of the representations, warranties and covenants herein contained and subject to the terms and conditions herein set forth, the Company hereby grants to purchase price therefor by the several Underwriters an option by certified or official bank check in next day funds, payable to purchasethe order of the Company at the offices of Capital West Securities, Inc., 000 X. Xxxxxxxx, 2nd Floor, Xxx Xxxxxxxxxx Xxxxxx, Xxxxxxxx Xxxx, Xxxxxxxx 00000, or at such other place as shall be agreed upon by the Underwriters and the Company, at their election9:30 a.m. on the fourth business day following the first day that Shares are traded (or at such time and date to which payments and delivery shall have been postponed pursuant to Section 10 hereof), up to 375,000 Option Shares at such time and date of payment and delivery being herein called the same price per share as set forth "Closing Date." The certificates for the Firm Shares to be so delivered will be made available to Capital West at such office or at such other location as Capital West may reasonably request for checking at least one business day prior to the Closing Date and will be in such names and denominations as Capital West may request. If the paragraph aboveUnderwriters so elect, for the sole purpose of covering overallotments in the sale delivery of the Firm Shares. The option granted hereby Shares may be exercised in whole or in partmade by credit through full fast transfer to the accounts at Depository Trust Company designated by the Underwriters. It is understood that Capital West, but only once, individually and at any time upon written notice given within 30 days after the date of this Agreement, by you, not as Representatives representative of the several Underwriters, to the Company setting forth the number of Option Shares as to which the several Underwriters are exercising the option and the time and date at which certificates are to be delivered. If any Option Shares are purchased, each Underwriter agrees, severally and not jointly, to purchase that portion of the number of Option Shares as to which such election shall have been exercised may (subject to adjustment to eliminate fractional shares) determined by multiplying such number of Option Shares by a fraction the numerator of which is the maximum number of Option Shares which such Underwriter is entitled to purchase as set forth opposite the name of such Underwriter in Schedule A hereto and the denominator of which is the maximum number of Option Shares which all of the Underwriters are entitled to purchase hereunder. The time and date at which certificates for Option Shares are to be delivered shall be determined by the Representatives but shall not be earlier than two obligated to) make payment of the purchase price on behalf of any Underwriter or later than ten full business days after the exercise of such option, and Underwriters whose check or checks shall not in any event be have been received by Capital West prior to the Closing DateDate for the Shares to be purchased by such Underwriter or Underwriters. If Any such payment by Capital West shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereunder. After the date Registration Statement becomes effective, the several Underwriters intend to offer the Shares to the public as set forth in the Prospectus. The information set forth in the last paragraph on the front cover page (insofar as such information relates to the Underwriters) and under "Underwriting" in any preliminary prospectus and in the final form of exercise Prospectus filed pursuant to Rule 424(b) constitutes the only information furnished by the Underwriters to the Company for inclusion in any preliminary prospectus, the Prospectus or the Registration Statement, and Capital West, on behalf of the option is three respective Underwriters, represent and warrant to the Company that the statements made therein do not include any untrue statement of a material fact or more full days before omit to state a material fact required to be stated therein or necessary to make such statements, in the Closing Datelight of the circumstances in which they were made, the notice of exercise shall set the Closing Date as the Option Closing Datenot misleading.

Purchase, Sale and Delivery of Shares. (a) On the basis of the representations, warranties and covenants contained hereinagreements herein contained, and but subject to the terms and conditions herein set forth, the Company agrees to sell to each Underwriter the Underwriters, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at a purchase price of $________ per share, the respective number of Firm Shares as hereinafter set forth opposite the name forth. The obligation of each Underwriter in Schedule A hereto, subject to adjustments in accordance with Section 8 hereof. In addition, on the basis of the representations, warranties and covenants herein contained and subject to the terms and conditions herein set forth, the Company hereby grants to the several Underwriters an option to purchase, at their election, up to 375,000 Option Shares at the same price per share as set forth for the Firm Shares in the paragraph above, for the sole purpose of covering overallotments in the sale of the Firm Shares. The option granted hereby may be exercised in whole or in part, but only once, and at any time upon written notice given within 30 days after the date of this Agreement, by you, as Representatives of the several Underwriters, to the Company setting forth shall be to purchase from the Company that number of Option Firm Shares as to which the several Underwriters are exercising the option and the time and date at which certificates are to be delivered. If any Option Shares are purchased, each Underwriter agrees, severally and not jointly, to purchase that portion of the number of Option Shares as to which such election shall have been exercised (subject to adjustment to eliminate fractional shares) determined by multiplying such number of Option Shares by a fraction the numerator of which is the maximum number of Option Shares which such Underwriter is entitled to purchase as set forth opposite the name of such Underwriter in Schedule A hereto (subject to adjustment as provided in Section 10). Delivery of definitive certificates for the Firm Shares to be purchased by the Underwriters pursuant to this Section 3 shall be made against payment of the purchase price therefor by the several Underwriters by certified or official bank check or checks drawn in next-day funds, payable to the order of the Company (and the denominator Company agrees not to deposit any such check in the bank on which it is drawn until the day following the date of which is its delivery to the maximum number of Option Shares which all Company) at the offices of the Underwriters Representative or such other place as may be agreed upon among the Representative and the Company, at ____ A.M., Los Angeles time, on the third (3rd) full business day following the first day that Shares are entitled to purchase hereunder. The traded (or at such time and date at to which payment and delivery shall have been postponed pursuant to Section 10 hereof), such time and date of payment and delivery being herein called the "Closing Date." The certificates for Option the Firm Shares are to be so delivered shall will be determined by made available to you at such office or such other location as you may reasonably request for checking at least one (1) full business day prior to the Representatives but shall not Closing Date and will be earlier than in such names and denominations as you may request, such request to be made at least two or later than ten (2) full business days after the exercise of such option, and shall not in any event be prior to the Closing Date. If the date of exercise Representative so elects, delivery of the option Firm Shares may be made by credit through full fast transfer to the accounts at The Depository Trust Company designated by the Representative. It is three understood that you, individually, and not as the Representative of the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or more full days before the Closing Date, the notice of exercise Underwriters whose check or checks shall set not have been received by you prior to the Closing Date for the Firm Shares to be purchased by such Underwriter or Underwriters. Any such payment by you shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereunder. After the Registration Statement becomes effective, the several Underwriters intend to make an initial public offering (as such term is described in Section 11 hereof) of the Firm Shares at an initial public offering price of $______ per share. After the initial public offering, the several Underwriters may, in their discretion, vary the public offering price. The information set forth in the last paragraph on the front cover page (insofar as such information relates to the Underwriters), in the first paragraph on page 2, concerning stabilization and over-allotment by the Underwriters, in the third paragraph under the caption "Underwriting," concerning the manner of offering the Firm Shares and the Option Closing DateShares, and in the seventh paragraph under the caption "Underwriting," concerning the discretionary accounts controlled by the Underwriters, in each case, in any Preliminary Prospectus and in the final form of Prospectus filed pursuant to Rule 424(b) constitutes the only information furnished by the Underwriters to the Company for inclusion in any Preliminary Prospectus, the Prospectus or the Registration Statement, and you, on behalf of the respective Underwriters, represent and warrant to the Company that the statements made therein do not include any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

Purchase, Sale and Delivery of Shares. (a) On the basis of the representations, representations and warranties and covenants contained hereinin, and subject to the terms and conditions herein set forthof, this Agreement, the Company agrees to sell to each Underwriter the Underwriters, and each Underwriter of the Underwriters agrees, severally and not jointly, to purchase from the Company, at a price of $________ per share, Company the number of Firm Shares set forth opposite such Underwriter's name on Schedule 1 hereto. The purchase price for the name Firm Shares will be an amount equal to the initial public offering price for the Shares as set forth in the Prospectus (the "Share Public Offering Price"), less ______% of each Underwriter the Share Public Offering Price. Delivery of the Firm Shares, in Schedule A heretodefinitive form, subject and payment therefor, shall be made at 10:00 A.M., St. Louis time, on the fourth business day after the Registration Statement shall have been declared effective by the Commission, or on such later date and time as may be agreed upon in writing between the Underwriters and the Company, such day and time of delivery and payment being herein called the "Closing Date." On the Closing Date, the Firm Shares shall be delivered by the Company to adjustments the Underwriters at The Depository Trust Company in accordance with Section 8 hereofNew York, New York, for the accounts of the several Underwriters against payment of the purchase price therefor in funds immediately available to the order of the Company. The Company agrees to make available to the Underwriters for inspection and packaging in New York, New York, at least one full business day prior to the Closing Date, certificates for the Shares so to be delivered in good delivery form and in such denominations and registered in such names as the Underwriters shall have requested, all such requests to have been made in writing at least one full business day prior to the Closing Date. In addition, on the basis of the representationsrepresentations and warranties herein contained, warranties and covenants herein contained and but subject to the terms and conditions herein set forth, the Company hereby grants to the several Underwriters an the option to purchasepurchase all or a portion of the Option Shares as may be necessary to cover over-allotments, at their electionthe Share Public Offering Price, up to 375,000 less _____% of the Share Public Offering Price. Such Option Shares at shall be purchased for the account of each Underwriter in the same price per share proportion as the number of Firm Shares set forth for opposite such Underwriter's name bears to the total number of Firm Shares in the paragraph above(subject to adjustment by Xxxxxx X. Xxxxx & Co., for the sole purpose of covering overallotments L.P. to avoid fractions). This option may be exercised only to cover over-allotments in the sale of Firm Shares by the Firm SharesUnderwriters. The This option granted hereby may be exercised in whole or in part, but only once, and at any time upon (but not more than once) on or before the thirtieth day following the effective date of the Registration Statement by written notice given within 30 days after the date of this Agreement, by you, as Representatives of the several Underwriters, you to the Company setting Company. Such notice shall set forth the number of Option Shares as to which the several Underwriters are exercising the option is being exercised, and the time date and date at which certificates are to be delivered. If any Option Shares are purchasedtime, each Underwriter agrees, severally and not jointly, to purchase that portion of the number of Option Shares as to which such election shall have been exercised (subject to adjustment to eliminate fractional shares) reasonably determined by multiplying such number of Option Shares by a fraction the numerator of which is Underwriters, when the maximum number of Option Shares which such Underwriter is entitled to purchase as set forth opposite the name of such Underwriter in Schedule A hereto and the denominator of which is the maximum number of Option Shares which all of the Underwriters are entitled to purchase hereunder. The time and date at which certificates for Option Shares are to be delivered shall be determined by (such date and time being herein sometimes referred to as the Representatives but "Additional Closing Date"); provided, however, that the Additional Closing Date shall not be earlier than two or the Closing Date nor earlier than the third business day after the date on which the option shall have been exercised nor later than ten full the eighth business day after the day on which the option shall have been exercised, unless otherwise agreed by the parties. Payment for the Option Shares shall be made in immediately available funds, payable to the order of the Company, at the offices of the Company, or such other place as shall be agreed upon between us, against delivery of the Option Shares to the Underwriters through the facilities of The Depository Trust Company for the account of the Underwriters. Certificates for the Option Shares shall be in such denominations and registered in such names as requested in writing by the Underwriters at least two business days after the exercise of such option, and shall not in any event be prior to the Closing Date. If the date of exercise of the option is three or more full days before the Closing Date, the notice of exercise shall set the Closing Date as the Option Additional Closing Date.

Purchase, Sale and Delivery of Shares. (a) On the basis of the representations, warranties and covenants contained hereinagreements herein contained, and but subject to the terms and conditions herein set forth, the Company agrees to issue and sell the Firm Shares to each Underwriter the several Underwriters, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at a price of $________ per share, Company the number of Firm Shares set forth opposite the name of each such Underwriter in Schedule A I hereto, subject to adjustments in accordance with Section 8 hereof. The purchase price for each Firm Share shall be $ per share. In addition, on the basis of the representations, warranties and covenants herein contained and subject to the terms and conditions herein set forth, the Company hereby grants to the several Underwriters an option to purchase, at their election, up to 375,000 Option Shares at the same price per share as set forth for the Firm Shares in the paragraph above, for the sole purpose of covering overallotments in the sale of the Firm Shares. The option granted hereby may be exercised in whole or in part, but only once, and at any time upon written notice given within 30 days after the date of making this Agreement, by you, as Representatives of the several Underwriters, to the Company setting forth the number of Option Shares as to which the several Underwriters are exercising the option and the time and date at which certificates are to be delivered. If any Option Shares are purchased, each Underwriter agrees, is contracting severally and not jointly; except as provided in paragraph (c) of this Section 3 and in Section 8 hereof, the agreement of each Underwriter is to purchase that portion only the respective number of Firm Shares specified in Schedule I. The Firm Shares to be purchased by each Underwriter hereunder will be represented by one or more definitive global certificates (the “Global Securities”) in book-entry form which will be deposited by or on behalf of the number Company with The Depository Trust Company (“DTC”) or its designated custodian. The Company will deliver the Global Securities to the Representatives, for the account of Option Shares as to which such election shall have been exercised (subject to adjustment to eliminate fractional shares) determined each Underwriter, against payment by multiplying such number of Option Shares by a fraction the numerator of which is the maximum number of Option Shares which such Underwriter is entitled to purchase as set forth opposite the name or on behalf of such Underwriter in Schedule A hereto and the denominator of which is the maximum number of Option Shares which all of the Underwriters are entitled purchase price therefor by wire transfer of Federal (same-day) funds to purchase hereunderthe account specified by the Company to the Representatives at least forty-eight hours in advance, by causing DTC or other appropriate depository to credit the Global Securities to the account of the Representatives at DTC or other appropriate depository. The Company will cause the certificates representing the Global Securities to be made available to the Representatives for checking at least twenty-four hours prior to the First Time of Delivery (as defined below) at the office of DTC or its designated custodian (the “Designated Office”) or at another place designated by the Representatives. The time and date at which certificates for Option Shares are of such delivery and payment shall be, with respect to be delivered shall be determined by the Firm Shares, 7:00 a.m., Pacific time, on February , 2005 or such other time and date as the Representatives but shall not be earlier than two or later than ten full business days after and the exercise of such option, Company may agree upon in writing. Such time and shall not in any event be prior to the Closing Date. If the date of exercise for delivery of the option Firm Shares is three or more full days before herein called the Closing Date, the notice “First Time of exercise shall set the Closing Date as the Option Closing DateDelivery.”

Purchase, Sale and Delivery of Shares. (a) On the basis of the representations, warranties and covenants contained hereinagreements herein contained, and but subject to the terms and conditions herein set forth, the Company agrees to sell to each Underwriter the Underwriters named in Schedule A hereto, and each Underwriter agreesthe Underwriters agree, severally and not jointly, to purchase the Firm Shares from the Company, Company at a the price per share set forth in the Pricing Agreement. The obligation of $________ per share, each Underwriter to the Company shall be to purchase from the Company that number of Firm Shares full shares set forth opposite the name of each such Underwriter in Schedule A hereto. The initial public offering price and the purchase price shall be set forth in the Pricing Agreement. At 9:00 A.M., subject to adjustments Chicago Time, on the fourth business day, if permitted under Rule 15c6-1 under the Exchange Act, (or the third business day if required under Rule 15c6-1 under the Exchange Act or unless postponed in accordance with the provisions of Section 8 hereof12) following the date the Registration Statement becomes effective (or, if the Company has elected to rely upon Rule 430A, the fourth business day, if permitted under Rule 15c6-1 under the Exchange Act, (or the third business day if required under Rule 15c6-1 under the Exchange Act) after execution of the Pricing Agreement), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives and the Company, the Company will deliver to you at the offices of counsel for the Underwriters or through the facilities of The Depository Trust Company for the accounts of the several Underwriters, certificates representing the Firm Shares to be sold by it against payment of the purchase price therefor by delivery of federal or other immediately available funds, by wire transfer or otherwise, to the Company. Such time of delivery and payment is herein referred to as the "First Closing Date." The certificates for the Firm Shares so to be delivered will be in such denominations and registered in such names as you request by notice to the Company prior to 10:00 A.M., Chicago Time, on the second full business day preceding the First Closing Date, and will be made available at the Company's expense for checking and packaging by the Representatives at 10:00 A.M., Chicago Time, on the business day preceding the First Closing Date. Payment for the Firm Shares so to be delivered shall be made at the time and in the manner described above at the offices of counsel for the Underwriters. In addition, on the basis of the representations, warranties and covenants agreements herein contained and contained, but subject to the terms and conditions herein set forth, the Company hereby grants an option to the several Underwriters an option to purchase, at their electionseverally and not jointly, up to 375,000 an aggregate of 803,550 Option Shares Shares, at the same purchase price per share as set forth to be paid for the Firm Shares in the paragraph aboveShares, for use solely in covering any overallotments made by the sole purpose of covering overallotments Underwriters in the sale and distribution of the Firm Shares. The option granted hereby hereunder may be exercised in whole or in part, but only once, and at any time upon written notice given (but not more than once) within 30 days after the date of this Agreement, the initial public offering upon notice by you, as Representatives of the several Underwriters, you to the Company setting forth the aggregate number of Option Shares as to which the several Underwriters are exercising the option option, the names and denominations in which the certificates for such shares are to be registered and the time and date place at which such certificates are to will be delivered. If Such time of delivery (which may not be earlier than the First Closing Date), being herein referred to as the "Second Closing Date," shall be determined by you, but if at any time other than the First Closing Date, shall not be earlier than three nor later than 10 full business days after delivery of such notice of exercise. The number of Option Shares are purchased, to be purchased by each Underwriter agrees, severally and not jointly, to purchase that portion of shall be determined by multiplying the number of Option Shares as to which such election shall have been exercised (subject to adjustment to eliminate fractional shares) determined by multiplying such number of Option Shares be sold by a fraction fraction, the numerator of which is the maximum number of Option Firm Shares which to be purchased by such Underwriter is entitled to purchase as set forth opposite the its name of such Underwriter in Schedule A hereto and the denominator of which is the maximum total number of Firm Shares (subject to such adjustments to eliminate any fractional share purchases as you in your absolute discretion may make). Certificates for the Option Shares which all will be made available at the Company's expense for checking and packaging at 10:00 A.M., Chicago Time, on the first full business You have advised the Company that each Underwriter has authorized you to accept delivery of its Shares, to make payment and to receipt therefor. You, individually and not as the Representatives of the Underwriters are entitled to purchase hereunder. The time and date at which certificates Underwriters, may make payment for Option any Shares are to be delivered purchased by any Underwriter whose funds shall be determined not have been received by you by the Representatives but shall not be earlier than two First Closing Date or later than ten full business days after the exercise of such option, and shall not in any event be prior to the Closing Date. If the date of exercise of the option is three or more full days before the Second Closing Date, the notice of exercise shall set the Closing Date as the Option Closing Datecase may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any obligation hereunder.

Purchase, Sale and Delivery of Shares. (a) On the basis of the representations, warranties and covenants contained hereinagreements herein contained, and but subject to the terms and conditions herein set forth, the Company agrees to sell to each Underwriter the Underwriters named in Schedule A hereto, and each Underwriter agreesthe Underwriters agree, severally and not jointly, to purchase the Firm Shares from the Company, Company at a the price per share set forth in the Pricing Agreement. The obligation of $________ per share, each Underwriter to the Company shall be to purchase from the Company that number of Firm Shares full shares set forth opposite the name of each such Underwriter in Schedule A hereto. The initial public offering price and the purchase price shall be set forth in the Pricing Agreement. At 9:00 A.M., subject to adjustments [Chicago] Time, on the fourth business day, if permitted under Rule 15c6-1 under the Exchange Act, (or the third business day if required under Rule 15c6-1 under the Exchange Act or unless postponed in accordance with the provisions of Section 8 hereof12) following the date the Registration Statement becomes effective (or, if the Company has elected to rely upon Rule 430A, the fourth business day, if permitted under Rule 15c6-1 under the Exchange Act, (or the third business day if required under Rule 15c6-1 under the Exchange Act) after execution of the Pricing Agreement), or such other time not later than ten business days after such date as shall be agreed upon by the Representative and the Company, the Company will deliver to you at the offices of [counsel for the Underwriters] or through the facilities of The Depository Trust Company for the accounts of the several Underwriters, certificates representing the Firm Shares to be sold by it against payment of the purchase price therefor by delivery of next-day funds, by wire transfer or otherwise, to the Company. Such time of delivery and payment is herein referred to as the "First Closing Date." The certificates for the Firm Shares so to be delivered will be in such denominations and registered in such names as you request by notice to the Company prior to 10:00 A.M., [Chicago] Time, on the second full business day preceding the First Closing Date, and will be made available at the Company's expense for checking and packaging by the Representative at 10:00 A.M., [Chicago] Time, on the business day preceding the First Closing Date. Payment for the Firm Shares so to be delivered shall be made at the time and in the manner described above at the offices of counsel for the Underwriters. In addition, on the basis of the representations, warranties and covenants agreements herein contained and contained, but subject to the terms and conditions herein set forth, the Company hereby grants an option to the several Underwriters an option to purchase, at their electionseverally and not jointly, up to 375,000 an aggregate of 51,000 Option Shares Shares, at the same purchase price per share as set forth to be paid for the Firm Shares in the paragraph aboveShares, for use solely in covering any overallotments made by the sole purpose of covering overallotments Underwriters in the sale and distribution of the Firm Shares. The option granted hereby hereunder may be exercised in whole or in part, but only once, and at any time upon written notice given (but not more than once) within 30 days after the date of this Agreement, the initial public offering upon notice by you, as Representatives of the several Underwriters, you to the Company setting forth the aggregate number of Option Shares as to which the several Underwriters are exercising the option option, the names and denominations in which the certificates for such shares are to be registered and the time and date place at which such certificates are to will be delivered. If Such time of delivery (which may not be earlier than the First Closing Date), being herein referred to as the "Second Closing Date," shall be determined by you, but if at any time other than the First Closing Date, shall not be earlier than three nor later than 10 full business days after delivery of such notice of exercise. The number of Option Shares are purchased, to be purchased by each Underwriter agrees, severally and not jointly, to purchase that portion of shall be determined by multiplying the number of Option Shares as to which such election shall have been exercised (subject to adjustment to eliminate fractional shares) determined by multiplying such number of Option Shares be sold by a fraction fraction, the numerator of which is the maximum number of Option Firm Shares which to be purchased by such Underwriter is entitled to purchase as set forth opposite the its name of such Underwriter in Schedule A hereto and the denominator of which is the maximum total number of Firm Shares (subject to such adjustments to eliminate any fractional share purchases as you in your absolute discretion may make). Certificates for the Option Shares which all will be made available at the Company's expense for checking and packaging at 10:00 A.M., [Chicago] Time, on the first full business day preceding the Second Closing Date. The manner of payment for and delivery of the Option Shares shall be the same as for the Firm Shares as specified in the preceding paragraph; provided, however, that as to any Option Shares purchased by the Underwriters are entitled to purchase hereunder. The time and date at cover over-allotments, the Company agrees to reimburse the Underwriters in an amount equal to the $_____ per share dividend declared on the Common Stock which certificates for is payable on November 15, 1997, to the extent such Option Shares are delivered to the Underwriters subsequent to the record date (November 1, 1997) for such dividend. You have advised the Company that each Underwriter has authorized you to accept delivery of its Shares, to make payment and to receipt therefor. You, individually and not as the Representative of the Underwriters, may make payment for any Shares to be delivered purchased by any Underwriter whose funds shall be determined not have been received by you by the Representatives but shall not be earlier than two First Closing Date or later than ten full business days after the exercise of such option, and shall not in any event be prior to the Closing Date. If the date of exercise of the option is three or more full days before the Second Closing Date, the notice of exercise shall set the Closing Date as the Option Closing Datecase may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any obligation hereunder.

Purchase, Sale and Delivery of Shares. (a) On the basis of the representations, warranties and covenants contained hereinagreements herein contained, and but subject to the terms and conditions herein set forth, the Company agrees to issue and sell the Firm Shares to each the Underwriter, and the Underwriter and each Underwriter agrees, severally and not jointly, agrees to purchase from the Company, at a Company the Firm Shares. The purchase price of for each Firm Share shall be $________ per share, 3.384 (the number of Firm Shares set forth opposite the name of each Underwriter in Schedule A hereto, subject to adjustments in accordance with Section 8 hereof“Purchase Price”). In addition, on the Company hereby agrees to issue and sell up to 450,000 Additional Shares to the Underwriter at the Purchase Price, and the Underwriter, upon the basis of the representationsrepresentations and warranties contained herein, warranties and covenants herein contained and but subject to the terms and conditions herein set forth, shall have the Company hereby grants right (but not the obligation) to purchase all or any portion of the several Underwriters an option to purchase, at their election, up to 375,000 Option Additional Shares at the same price per share as set forth for the Firm Shares in the paragraph above, for the sole purpose of covering overallotments in the sale of the Firm SharesPurchase Price. The option granted hereby Underwriter may be exercised exercise this right in whole or from time to time in part, but only once, and at any time upon part by giving written notice given within not later than 30 days after the date of this Agreement, by you, as Representatives of the several Underwriters, to the Company setting forth . Any exercise notice shall specify the number of Option Additional Shares as to which be purchased by the several Underwriters are exercising the option Underwriter and the time and date at which certificates are to be delivered. If any Option Shares are purchased, each Underwriter agrees, severally and not jointly, to purchase that portion of the number of Option Shares as to on which such election shall have been exercised (subject to adjustment to eliminate fractional shares) determined by multiplying such number of Option Shares by a fraction the numerator of which is the maximum number of Option Shares which such Underwriter is entitled to purchase as set forth opposite the name of such Underwriter in Schedule A hereto and the denominator of which is the maximum number of Option Shares which all of the Underwriters are entitled to purchase hereunder. The time and date at which certificates for Option Additional Shares are to be delivered shall purchased. Each purchase date must be determined by at least one business day after the Representatives but shall written notice is given and may not be earlier than two the closing date for the Firm Shares or later than ten full five business days after the exercise date of such option, and shall not notice. Additional Shares may be purchased solely for the purpose of covering over-allotments made in any event connection with the offering of the Firm Shares. The Firm Shares will be prior delivered by the Company to you against payment of the purchase price therefor by wire transfer of same day funds payable to the order of the Company at the offices of Xxxxx-Xxxxxx Capital Group LLC, 000 Xxxxx Xxxxx Xxxxxx, Xxxxx 000, Xxxxxxxxxxx, Xxxxxxxxx, or such other location as may be mutually acceptable, at 9:00 a.m. Central time on the third (or if the Shares are priced, as contemplated by Rule 15c6-1(c) under the Exchange Act, after 4:30 p.m. Eastern time, the fourth) full business day following the date hereof, or at such other time and date as you and the Company determine pursuant to Rule 15c6-1(a) under the Exchange Act, such time and date of delivery being herein referred to as the “Closing Date.” The Additional Shares will be delivered by the Company to you against payment of the purchase price therefor by wire transfer of same day funds payable to the order of the Company at the offices of Xxxxx-Xxxxxx Capital Group LLC, 000 Xxxxx Xxxxx Xxxxxx, Xxxxx 000, Xxxxxxxxxxx, Xxxxxxxxx, or such other location as may be mutually acceptable, at 9:00 a.m. Central time on the date specified in the corresponding notice described in this Section 3 or at such other time on the same or on such other date, as shall be designated in writing by the Underwriter (an “Option Closing Date”). If the date of exercise you so elect, delivery of the option is three Firm Shares and the Additional Shares may be made by credit through full fast transfer to the account at The Depository Trust Company designated by you. Certificates representing the Firm Shares and the Additional Shares in definitive form and in such denominations and registered in such names as you may request, upon at least two business days’ prior notice to the Company, or more full days before the Closing Dateevidence of their issuance, the notice of exercise shall set will be made available for checking at a reasonable time preceding the Closing Date as or the Option Closing Date, as the case may be, at the offices of Xxxxx-Xxxxxx Capital Group LLC, 000 Xxxxx Xxxxx Xxxxxx, Xxxxx 000, Xxxxxxxxxxx, Xxxxxxxxx, or such other location as may be mutually acceptable.

Purchase, Sale and Delivery of Shares. (a) On the basis of the representations, warranties and covenants contained hereinagreements herein contained, and but subject to the terms and conditions herein set forth, the Company agrees to sell to each Underwriter and each Underwriter agrees, severally and not jointly, to purchase from the Company, Company at a purchase price of $________ per shareShare, the aggregate number of Firm Shares set forth opposite the name of each such Underwriter in Schedule A hereto. The Company will deliver the Purchased Shares to you for the accounts of the several Underwriters at the office of Allex & Xompany Incorporated, subject 711 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, xxainst payment of the purchase price therefor by certified or official bank check or checks in New York Clearing House funds, payable to adjustments in accordance with Section 8 hereof. In additionthe order of Vision Solutions, Inc., at 10:00 A.M., New York Time, on ____________________, 1997, or at such other time and date not later than five full business days thereafter as you and the Company may determine, such time and date of delivery and payment being herein called the "First Closing Date". The certificates for the Purchased Shares to be so delivered will be made available to you at such office for checking at least one full business day prior to such Closing Date and will be in such names and denominations as you may request not less than two full business days prior to such Closing Date. On the basis of the representations, warranties and covenants agreements herein contained and contained, but subject to the terms and conditions herein set forth, the Company hereby grants Selling Stockholder grant to the several Underwriters an option to purchase, at their election, purchase up to 375,000 ________ Option Shares at the same price per share as the Underwriters shall pay for the Purchased Shares. The number of Option Shares to be contributed by the Company and the Selling Stockholders to cover such over-allotments shall be allocated among the Selling Stockholders and with the priority as set forth for the Firm Shares in the paragraph above, for the sole purpose of covering overallotments Schedule C to this Agreement. Such option may be exercised only to cover over-allotments arising in connection with the sale of Purchased Shares by the Firm Shares. The option granted hereby may Underwriters, such exercise to be exercised in whole or in part, but only once, and at any time upon written notice given by you to the Company within 30 days after of the date of this Agreement, by you, as Representatives of the several Underwriters, to the Company hereof setting forth the number of Option Shares as to which the several Underwriters are exercising the option option, and with the priority as set forth in Schedule C to this Agreement, the denominations and names in which certificates for such Shares should be registered and the time and date place at which such certificates are to be delivered. If any Option Shares are purchased, each Underwriter agrees, severally Such time and not jointly, to purchase that portion of the number of Option Shares as to which place (unless such election shall have been exercised (subject to adjustment to eliminate fractional shares) determined by multiplying such number of Option Shares by a fraction the numerator of which time is the maximum number of Option Shares which such Underwriter is entitled First Closing Date), herein referred to purchase as set forth opposite the name of such Underwriter in Schedule A hereto and the denominator of which is the maximum number of Option Shares which all of the Underwriters are entitled to purchase hereunder. The time and date at which certificates for Option Shares are to be delivered "Second Closing Date", shall be determined by the Representatives you but shall not be earlier than two the First Closing Date, nor earlier than three full business days or later than ten full business days after the exercise of such option, and shall not in any event be prior to the Closing Date. If the date of exercise of the option is three or more full days before the Closing Date, the notice of exercise shall set the Closing Date as the Option Closing Date.ten

Purchase, Sale and Delivery of Shares. (a) On Subject to the terms and conditions of this Agreement, and on the basis of the representations, warranties and covenants contained hereinagreements herein contained, and subject to the terms and conditions herein set forth, (A) the Company hereby agrees to sell to the Underwriter, and the Underwriter agrees to purchase from the Company, at purchase prices of $______ per Unit, and (B) each Underwriter and each Underwriter agreesof the Selling Securityholders agree, severally and not jointly, to sell to the Underwriter the number of Units set forth opposite the name of such Selling Securityholder on Schedule A hereof, and the Underwriter agrees to purchase from the CompanySelling Securityholders, such Units at and for a price of $______ per Unit. The Company and the Selling Securityholders will deliver the Units to you at your office, or such other place as you may designate, against payment to the Company and the Selling Securityholders for the Units by wire transfer or by certified or official bank check or checks payable in New York Clearing House funds to the order of the Company and the attorneys-in-fact of the Selling Securityholders. The Units so to be delivered will be in definitive, fully registered form in such authorized denominations and registered in such names as you request by notice to the Company and the Selling Securityholders given not later than 5:00 P.M., New York City time, on the second business day next preceding the Closing Date. The date and the time of such delivery and payment shall be 11:00 A.M., New York City time, on ____________, 1996 (or such other time and date as you and the Company and the Selling Securityholders may agree upon). The time and date of such payment and delivery is herein sometimes referred to as the "Closing Date". The Company and the Selling Securityholders agree to make the Units available to you for the purpose of expediting the checking and packaging of the Units, at the office at which they are to be delivered, not later than 2:00 P.M., New York City time, on the business day next preceding the Closing Date. The Company hereby grants to you the right, exercisable within 45 days from the date hereof, to purchase from the Company up to 60,000 additional Units (the "Additional Units") at a purchase price of $_______ per share, the number of Firm Shares set forth opposite the name of each Underwriter in Schedule A hereto, subject to adjustments in accordance with Section 8 hereof. In addition, on the basis of the representations, warranties and covenants herein contained and subject to the terms and conditions herein set forth, the Company hereby grants to the several Underwriters an option to purchase, at their election, up to 375,000 Option Shares at the same price per share as set forth for the Firm Shares in the paragraph aboveUnit, for the sole purpose of covering overallotments over-allotments in the sale of the Firm SharesUnderwriter of the Units. The option granted hereby You may be exercised in whole or in part, but only once, and at any time upon exercise your right to purchase Additional Units by giving written notice given within 30 days after the date of this Agreement, by you, as Representatives of the several Underwriters, such exercise to the Company setting Company. Such notice shall set forth the aggregate number of Option Shares as to which the several Underwriters are exercising the option and the time and date at which certificates are to be delivered. If any Option Shares are purchased, each Underwriter agrees, severally and not jointly, to purchase that portion of the number of Option Shares Additional Units as to which such election shall have been exercised (subject right is being exercised, the names in which Additional Units are to adjustment be registered, the denominations in which Additional Units are to eliminate fractional shares) be issued and the date and time, as determined by multiplying such number of Option Shares by a fraction you, when the numerator of which is the maximum number of Option Shares which such Underwriter is entitled to purchase as set forth opposite the name of such Underwriter in Schedule A hereto and the denominator of which is the maximum number of Option Shares which all of the Underwriters are entitled to purchase hereunder. The time and date at which certificates for Option Shares Additional Units are to be delivered shall be determined by (such date and time being herein sometimes referred to as the Representatives but "Additional Closing Date"); provided, however, that the Additional Closing Date ----------------- shall not be earlier than two or later than ten full business days after the exercise of such option, and shall not in any event be prior to the Closing Date. If the date of exercise of the option is three or more full days before The Additional Closing Date may be on the Closing Date; if not, it shall be no earlier than the third business day after the date on which the right shall have been exercised nor later than the twelfth business day after the date on which the right shall have been exercised. The Company will deliver the Additional Units to you at your office, or such other place as you may designate, against payment to the Company for the Additional Units by wire transfer or by certified or official bank check or checks payable in New York Clearing House funds to the order of the Company. The Additional Units so to be delivered will be in definitive, fully registered form in such authorized denominations and registered in such names as you request by notice of exercise shall set to the Closing Date as Company given not later than 5:00 P.M., New York City time, on the Option second business day next preceding the Additional Closing Date. The Company agrees to make the Additional Units available to you for the purpose of expediting the checking and packaging of the Units, at the office at which they are to be delivered, not later than 2:00 P.M., New York City time, on the business day next preceding the Additional Closing Date. It is understood that the Underwriter proposes to offer the Units for sale to the public upon the terms and conditions set forth in the Registration Statement, after the Registration Statement becomes effective.

Purchase, Sale and Delivery of Shares. (a) On the basis of the representations, warranties and covenants contained hereinagreements herein contained, and but subject to the terms and conditions herein set forth, the Company agrees and the Selling Shareholders agree, severally and not jointly, to sell to each Underwriter the Underwriters, and each Underwriter agrees, severally and not jointly, to purchase from the CompanyCompany and the Selling Shareholders, respectively, at a purchase price of $________ per share, the respective number of Firm Company Shares as hereinafter set forth and Selling Shareholder Shares set forth opposite the names of the Company and the Selling Shareholders in SCHEDULE B hereto. The obligation of each Underwriter to the Company and to each Selling Shareholder shall be to purchase from the Company or such Selling Shareholder that number of Company Shares or Selling Shareholder Shares, as the case may be, which (as nearly as practicable, as determined by you) is in the same proportion to the number of Company Shares or Selling Shareholder Shares, as the case may be, set forth opposite the name of each Underwriter in Schedule A hereto, subject to adjustments in accordance with Section 8 hereof. In addition, on the basis of the representations, warranties and covenants herein contained and subject to the terms and conditions herein set forth, the Company hereby grants to the several Underwriters an option to purchase, at their election, up to 375,000 Option Shares at the same price per share or such Selling Shareholder in SCHEDULE B hereto as set forth for the Firm Shares in the paragraph above, for the sole purpose of covering overallotments in the sale of the Firm Shares. The option granted hereby may be exercised in whole or in part, but only once, and at any time upon written notice given within 30 days after the date of this Agreement, by you, as Representatives of the several Underwriters, to the Company setting forth the number of Option Firm Shares as to which the several Underwriters are exercising the option and the time and date at which certificates are to be delivered. If any Option Shares are purchased, each Underwriter agrees, severally and not jointly, to purchase that portion of the number of Option Shares as to which such election shall have been exercised (subject to adjustment to eliminate fractional shares) determined by multiplying such number of Option Shares by a fraction the numerator of which is the maximum number of Option Shares which such Underwriter is entitled to purchase as set forth opposite the name of such Underwriter in Schedule SCHEDULE A hereto and (subject to adjustment as provided in Section 10) is to the denominator of which is the maximum total number of Option Firm Shares which to be purchased by all the Underwriters under this Agreement. The certificates in negotiable form for the Selling Shareholder Shares have been placed in custody (for delivery under this Agreement) under the Custody Agreement. Each Selling Shareholder agrees that the certificates for the Selling Shareholder Shares of such Selling Shareholder so held in custody are subject to the interests of the Underwriters hereunder, that the arrangements made by such Selling Shareholder for such custody, including the Power of Attorney is to that extent irrevocable and that the obligations of such Selling Shareholder hereunder shall not be terminated by the act of such Selling Shareholder or by operation of law, whether by the death or incapacity of such Selling Shareholder or the occurrence of any other event, except as specifically provided herein or in the Custody Agreement. If any Selling Shareholder should die or be incapacitated, or if any other such event should occur, before the delivery of the certificates for the Selling Shareholder Shares hereunder, the Selling Shareholder Shares to be sold by such Selling Shareholder shall, except as specifically provided herein or in the Custody Agreement, be delivered by the Custodian in accordance with the terms and conditions of this Agreement as if such death, incapacity or other event had not occurred, regardless of whether the Custodian shall have received notice of such death or other event. Delivery of definitive certificates for the Firm Shares to be purchased by the Underwriters pursuant to this Section 3 shall be made against payment of the purchase price therefor by the several Underwriters by certified or official bank check or checks drawn in next-day funds, payable to the order of the Company with regard to the Shares being purchased from the Company, and to the order of the Custodian for the respective accounts of the Selling Shareholders with regard to the Shares being purchased from such Selling Shareholders (and the Company and such Selling Shareholders agree not to deposit and to cause the Custodian not to deposit any such check in the bank on which it is drawn, and not to take any other action with the purpose or effect of receiving immediately available funds, until the business day following the date of its delivery to the Company or the Custodian, as the case may be, and, in the event of any breach of the foregoing, the Company or the Selling Shareholders, as the case may be, shall reimburse the Underwriters for the interest lost and any other expenses borne by them by reason of such breach), at the offices of Rubin Baum Levin Constant Friedman & Bilzin, 2500 First Union Financixx Xxxxxx, Xxxxx, FL 33131 (xx xx such other xxxxx xx xxx xx xxxxxx xxxx xxxxx xxx Xxxxxxxxxxxxves and the Company and the Attorneys), at 7:00 A.M., San Francisco time (a) on the third (3rd) full business day following the first day that Shares are entitled to purchase hereunder. The traded, (b) if this Agreement is executed and delivered after 1:30 P.M., San Francisco time, the fourth (4th) full business day following the day that this Agreement is executed and delivered or (c) at such other time and date at which certificates for Option Shares are to be delivered shall be determined by the Representatives but shall not be earlier than two or later than ten seven (7) full business days after following the exercise first day that Shares are traded as the Representatives, the Company and the Attorneys may determine (or at such time and date to which payment and delivery shall have been postponed pursuant to Section 10 hereof), such time and date of payment and delivery being herein called the "Closing Date;" PROVIDED, HOWEVER, that if the Company has not made available to the Representatives copies of the Prospectus within the time provided in Section 4(d) hereof, the Representatives may, in their sole discretion, postpone the Closing Date until no later than two (2) full business days following delivery of copies of the Prospectus to the Representatives. The certificates for the Firm Shares to be so delivered will be made available to you at such optionoffice or such other location including, without limitation, in New York City, as you may reasonably request for checking at least one (1) full business day prior to the Closing Date and shall not will be in any event such names and denominations as you may request, such request to be made at least two (2) full business days prior to the Closing Date. If the date of exercise Representatives so elect, delivery of the option Firm Shares may be made by credit through full fast transfer to the accounts at The Depository Trust Company designated by the Representatives. It is three understood that you, individually, and not as the Representatives of the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or more full days before the Closing Date, the notice of exercise Underwriters whose check or checks shall set not have been received by you prior to the Closing Date for the Firm Shares to be purchased by such Underwriter or Underwriters. Any such payment by you shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereunder. After the Registration Statement becomes effective, the several Underwriters intend to make an initial public offering (as such term is described in Section 11 hereof) of the Option Closing DateFirm Shares at an initial public offering price of $_____ per share. After the initial public offering, the several Underwriters may, in their discretion, vary the public offering price. The information set forth in the last paragraph on the front cover page (insofar as such information relates to the Underwriters), on the inside front cover concerning stabilization and over- allotment by the Underwriters, and under the second, sixth, seventh and eighth paragraphs under the caption "Underwriting" in any Preliminary Prospectus and in the Prospectus constitutes the only information furnished by the Underwriters to the Company for inclusion in any Preliminary Prospectus, the Prospectus or the Registration Statement, and you, on behalf of the respective Underwriters, represent and warrant to the Company and the Selling Shareholders that the statements made therein do not include any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

Purchase, Sale and Delivery of Shares. (a) On the basis of the representations, warranties and covenants contained hereinagreements herein contained, and but subject to the terms and conditions herein set forth, the Company agrees to sell to each Underwriter the Underwriters named in Schedule A hereto, and each Underwriter agreesthe Underwriters agree, severally and not jointly, to purchase the Firm Shares from the Company, Company at a the price per share set forth in Schedule C hereto. The obligation of $________ per share, each Underwriter to the Company shall be to purchase from the Company that number of Firm Shares set forth opposite the name of each such Underwriter in Schedule A hereto. At 9:00 A.M., subject to adjustments Chicago Time, on the fourth business day, if permitted under Rule 15c6-1 under the Exchange Act, (or the third business day if required under Rule 15c6-1 under the Exchange Act or unless postponed in accordance with the provisions of Section 8 12) following the date the Registration Statement becomes effective (or, if the Company has elected to rely upon Rule 430B, the fourth business day, if permitted under Rule 15c6-1 under the Exchange Act, (or the third business day if required under Rule 15c6-1 under the Exchange Act) after the date hereof), or such other time not later than ten business days after such date as shall be agreed upon by the Representative and the Company, the Company will deliver to you at the offices of counsel for the Underwriters or through the facilities of The Depository Trust Company for the accounts of the several Underwriters, uncertificated book-entry shares representing the Firm Shares to be sold by it, against payment of the purchase price therefor by delivery of federal or other immediately available funds, by wire transfer or otherwise, to the Company. Such time of delivery and payment is herein referred to as the “First Closing Date.” The uncertificated book-entry shares for the Firm Shares to be so delivered will be in such denominations and registered in such names as you request by notice to the Company prior to 10:00 A.M., Chicago Time, on the second business day preceding the First Closing Date. Payment for the Firm Shares so to be delivered shall be made at the time and in the manner described above at the offices of counsel for the Underwriters. In addition, on the basis of the representations, warranties and covenants agreements herein contained and contained, but subject to the terms and conditions herein set forth, the Company hereby grants an option to the several Underwriters an option to purchase, at their electionseverally and not jointly, up to 375,000 an aggregate of 465,000 Option Shares Shares, at the same purchase price per share as set forth to be paid for the Firm Shares in the paragraph above, for the sole purpose of covering overallotments in the sale of the Firm Shares. The option granted hereby hereunder may be exercised in whole or in part, but only once, and at any from time upon written notice given to time within 30 days after the date of this Agreement, the Prospectus first filed by you, as Representatives of the several Underwriters, Company pursuant to Rule 424(b) under the 1933 Act (the “Rule 424 Prospectus”) upon notice by you to the Company setting forth the aggregate number of Option Shares as to which the several Underwriters are exercising the option option, the names and denominations in which such shares are to be registered and the time and date place at which certificates are to such shares will be delivered. If Such time of delivery (which may not be earlier than the First Closing Date), being herein referred to as the “Second Closing Date,” shall be determined by you, but if at any time other than the First Closing Date, shall not be earlier than three nor later than 10 full business days after delivery of such notice of exercise. The number of Option Shares are purchased, to be purchased by each Underwriter agrees, severally and not jointly, to purchase that portion of shall be determined by multiplying the number of Option Shares as to which such election shall have been exercised (subject to adjustment to eliminate fractional shares) determined by multiplying such number of Option Shares be sold by a fraction fraction, the numerator of which is the maximum number of Option Firm Shares which to be purchased by such Underwriter is entitled to purchase as set forth opposite the its name of such Underwriter in Schedule A hereto and the denominator of which is the maximum total number of Firm Shares (subject to such adjustments to eliminate any fractional share purchases as you in your absolute discretion may make). The manner of payment for and delivery of the Option Shares which all shall be the same as for the Firm Shares as specified in the preceding paragraph. You have advised the Company that each Underwriter has authorized you to accept delivery of its Shares, to make payment and to acknowledge receipt therefor. You, individually and not as the Representative of the Underwriters are entitled to purchase hereunder. The time and date at which certificates Underwriters, may make payment for Option any Shares are to be delivered purchased by any Underwriter whose funds shall be determined not have been received by you by the Representatives but shall not be earlier than two First Closing Date or later than ten full business days after the exercise of such option, and shall not in any event be prior to the Closing Date. If the date of exercise of the option is three or more full days before the Second Closing Date, the notice of exercise shall set the Closing Date as the Option Closing Datecase may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any obligation hereunder.

Purchase, Sale and Delivery of Shares. (a) On the basis of the representations, warranties and covenants contained hereinagreements herein contained, and but subject to the terms and conditions herein set forth, the Company agrees to sell to each Underwriter the Underwriters, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at a purchase price of $________ per share, the respective number of Firm Shares as hereinafter set forth opposite the name forth. The obligation of each Underwriter in Schedule A hereto, subject to adjustments in accordance with Section 8 hereof. In addition, on the basis of the representations, warranties and covenants herein contained and subject to the terms and conditions herein set forth, the Company hereby grants to the several Underwriters an option to purchase, at their election, up to 375,000 Option Shares at the same price per share as set forth for the Firm Shares in the paragraph above, for the sole purpose of covering overallotments in the sale of the Firm Shares. The option granted hereby may be exercised in whole or in part, but only once, and at any time upon written notice given within 30 days after the date of this Agreement, by you, as Representatives of the several Underwriters, to the Company setting forth shall be to purchase from the Company that number of Option Firm Shares as to which the several Underwriters are exercising the option and the time and date at which certificates are to be delivered. If any Option Shares are purchased, each Underwriter agrees, severally and not jointly, to purchase that portion of the number of Option Shares as to which such election shall have been exercised (subject to adjustment to eliminate fractional shares) determined by multiplying such number of Option Shares by a fraction the numerator of which is the maximum number of Option Shares which such Underwriter is entitled to purchase as set forth opposite the name of such Underwriter in Schedule A hereto (subject to adjustment as provided in Section 11). Delivery of definitive certificates for the Firm Shares to be purchased by the Underwriters pursuant to this Section 5 shall be made against payment of the purchase price therefor by the several Underwriters by certified or official bank check or checks drawn in next-day funds, payable to the order of the Company (and the denominator Company agrees not to deposit any such check in the bank on which it is drawn until the day following the date of which is its delivery to the maximum number of Option Shares which all Company) at the offices of the Underwriters Representatives or such other place as may be agreed upon among the Representatives and the Company, at 7:00 A.M., California time, on the third (3rd) full business day following the first day that Shares are entitled to purchase hereunder. The traded (or at such time and date at to which payment and delivery shall have been postponed pursuant to Section 11 hereof), such time and date of payment and delivery being herein called the "Closing Date." The certificates for Option the Firm Shares are to be so delivered shall will be determined by made available to you at such office or such other location as you may reasonably request for checking at least one (1) full business day prior to the Representatives but shall not Closing Date and will be earlier than in such names and denominations as you may request, such request to be made at least two or later than ten (2) full business days after the exercise of such option, and shall not in any event be prior to the Closing Date. If the Representatives so elect, delivery of the Firm Shares may be made by credit through full fast transfer to the accounts at The Depository Trust Company designated by the Representatives. It is understood that you, individually, and not as the Representatives of the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or Underwriters whose check or checks shall not have been received by you prior to the Closing Date for the Firm Shares to be purchased by such Underwriter or Underwriters. Any such payment by you shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereunder. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Selling Shareholders hereby grant to the several Underwriters, for the purpose of covering over-allotments in connection with the distribution and sale of the Firm Shares only, a nontransferable option to purchase, in the respective amounts set forth on the Schedule B, up to an aggregate of 285,000 Option Shares at the purchase price per share for the Firm Shares set forth in this Section 5. Such option may be exercised by the Representatives on behalf of the several Underwriters on one or more occasions in whole or in part during the forty-five (45) day period after the date on which the Firm Shares are initially offered to the public, by giving written notice to the Company and the Agent. The number of Option Shares to be purchased by each Underwriter upon the exercise of such option shall be the same proportion of the total number of Option Shares to be purchased as the number of Firm Shares purchased by such Underwriter (set forth in Schedule A hereto) bears to the total number of Firm Shares purchased by the several Underwriters (set forth in Schedule A hereto), adjusted by the Representatives in such manner as to avoid fractional shares. Delivery of definitive certificates for the Option Shares to be purchased by the several Underwriters pursuant to the exercise of the option granted by this Section 5 shall be made against payment of the purchase price therefor by the several Underwriters by certified or official bank check or checks drawn in next-day funds, payable to the order of the Agent (and the Agent agrees not to deposit any such check in the bank on which it is three drawn until the day following the date of its delivery). Such delivery and payment shall take place at the offices of the Representatives, or more full days before at such other place as may be agreed upon by the Representatives and the Agent (i) on the Closing Date, the if written notice of the exercise shall set of such option is received by the Agent at least three (3) full business days prior to the Closing Date Date, or (ii) on a date which shall not be later than the fifth (5th) full business day following the date the Agent receives written notice of the exercise of such option, if such notice is received by the Agent less than three (3) full business days prior to the Closing Date. To the extent that the option is not exercised for the entire 285,000 Option Shares, the number of Option Shares to be sold by each Selling Shareholder shall be that number which bears the same relationship to the aggregate number of Option Shares being purchased as the maximum number of Option Closing DateShares being sold by each Selling Shareholder bears to 285,000. The certificates for the Option Shares to be so delivered will be made available to you at such office or such other location as you may reasonably request for inspection at least two (2) full business days prior to the date of payment and delivery and will be in such names and denominations as you may request, such request to be made at least three (3) full business days prior to such date of payment and delivery. If the Representatives so elect, delivery of the Option Shares may be made by credit through full fast transfer to the accounts at The Depository Trust Company designated by the Representatives. It is understood that you, individually, and not as the Representatives of the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or Underwriters whose check or checks shall not have been received by you prior to the date of payment and delivery for the Option Shares to be purchased by such Underwriter or Underwriters. Any such payment by you shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereunder. Upon exercise of any option provided for in this Section 5, the obligations of the several Underwriters to purchase such Option Shares will be subject (as of the date hereof and as of the date of payment and delivery for such Option Shares) to the accuracy of and compliance with the representations, warranties and agreements of the Company herein, to the accuracy of the statements of the Company and officers of the Company made pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder, and to the condition that all proceedings taken at or prior to the payment date in connection with the sale and transfer of such Option Shares shall be reasonably satisfactory in form and substance to you and to Underwriters' Counsel, and you shall have been furnished with all such documents, certificates and opinions as you may reasonably request in order to evidence the accuracy and completeness of any of the representations, warranties or statements, the performance of any of the covenants or agreements of the Company or the compliance with any of the conditions herein contained in each case in all material respects. After the Registration Statement becomes effective, the several Underwriters intend to make an initial public offering (as such term is described in Section 13 hereof) of the Firm Shares at an initial public offering price of $_____ per share. After the initial public offering, the several Underwriters may, in their discretion, vary the public offering price.

Purchase, Sale and Delivery of Shares. (a) On the basis of the representations, representations and warranties and covenants herein contained herein, and subject to the terms and conditions herein set forth, the Company agrees to sell to each Underwriter and each Underwriter agreesUnderwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from the Company, respectively, at a purchase price per share of $________ 5.00 per shareShare, the number of Firm Shares set forth opposite the name of each Underwriter in Schedule SCHEDULE A hereto, hereto (subject to adjustments adjustment as provided in accordance with Section 8 hereof10). In addition, on the basis Delivery of the representations, warranties and covenants herein contained and subject to the terms and conditions herein set forth, the Company hereby grants to the several Underwriters an option to purchase, at their election, up to 375,000 Option Shares at the same price per share as set forth definitive certificates for the Firm Shares in to be purchased by the paragraph above, for the sole purpose of covering overallotments in the sale Underwriters pursuant to this Section 3 shall be made against payment of the Firm Shares. The option granted hereby may be exercised purchase price therefor by the Underwriters by certified or official bank check in whole or in partnext day funds, but only once, and at any time upon written notice given within 30 days after payable to the date of this Agreement, by you, as Representatives order of the several UnderwritersCompany at the offices of Capital West Securities, to Inc., 000 X. Xxxxxxxx, 16th Floor, Xxx Xxxxxxxxxx Xxxxxx, Xxxxxxxx Xxxx, Xxxxxxxx 00000, or at such other place as shall be agreed upon by the Company setting forth the number of Option Shares as to which the several Underwriters are exercising the option and the Company, at 9:30 a.m. on the third business day following the first day that Shares are traded (or at such time and date at which certificates are to be delivered. If any Option Shares are purchased, each Underwriter agrees, severally and not jointly, to purchase that portion of the number of Option Shares as to which such election payments and delivery shall have been exercised (subject postponed pursuant to adjustment to eliminate fractional shares) determined by multiplying Section 10 hereof), such number of Option Shares by a fraction the numerator of which is the maximum number of Option Shares which such Underwriter is entitled to purchase as set forth opposite the name of such Underwriter in Schedule A hereto and the denominator of which is the maximum number of Option Shares which all of the Underwriters are entitled to purchase hereunder. The time and date at which of payment and delivery being herein called the "Closing Date." The certificates for Option the Firm Shares are to be so delivered shall will be determined by made available to you at such office or at such other location as you may reasonably request for checking at least one business day prior to the Representatives but shall not Closing Date and will be earlier than in such names and denominations as you may request, such request to be made at least two or later than ten full business days after the exercise of such option, and shall not in any event be prior to the Closing Date. If the date of exercise Underwriters so elect, delivery of the option Shares may be made by credit through full fast transfer to the accounts at Depository Trust Company designated by the Underwriters. It is three understood that Capital West, individually and not as representative of the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or more full days before the Closing Date, the notice of exercise Underwriters whose check or checks shall set not have been received by Capital West prior to the Closing Date for the Firm Shares to be purchased by such Underwriter or Underwriters. Any such payment by Capital West shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereunder. After the Registration Statement becomes effective, the several Underwriters intend to offer the Firm Shares to the public as set forth in the Option Closing DateProspectus. The information set forth in the last paragraph on the front cover page (insofar as such information relates to the Underwriters) and under "Underwriting" in any Preliminary Prospectus and in the final form of Prospectus filed pursuant to Rule 424(b) constitutes the only information furnished by the Underwriters to the Company for inclusion in any Preliminary Prospectus, the Prospectus or the Registration Statement, and you, on behalf of the Underwriters, represent and warrant to the Company that the statements made therein do not include any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make such statements, in the light of the circumstances in which they were made, not misleading.

Purchase, Sale and Delivery of Shares. (a) On the basis of the representations, warranties and covenants contained hereinagreements herein contained, and but subject to the terms and conditions herein set forth, the Company agrees to sell to each Underwriter the Underwriters named in Schedule A hereto, and each Underwriter agreesthe Underwriters agree, severally and not jointly, to purchase 2,150,000 Firm Shares from the Company, Company at a the price per share set forth in the Pricing Agreement. The obligation of $________ per share, each Underwriter to the Company shall be to purchase from the Company that number of Firm Shares full shares which is set forth opposite the name of each such Underwriter in Schedule A hereto. The initial public offering price and the purchase price shall be set forth in the Pricing Agreement. At 9:00 A.M., subject to adjustments Chicago Time, on the fourth business day, if permitted under Rule 15c6-1 under the Exchange Act, (or the third business day if required under Rule 15c6-1 under the Exchange Act or unless postponed in accordance with the provisions of Section 8 hereof12) following the date the Registration Statement becomes effective (or, if the Company has elected to rely upon Rule 430A, the fourth business day, if permitted under Rule 15c6-1 under the Exchange Act, (or the third business day if required under Rule 15c6-1 under the Xxxxxxxx Xxx) xxter execution of the Pricing Agreement), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives and the Company, the Company will deliver to you through the facilities of The Depository Trust Company for the accounts of the several Underwriters, certificates representing the Firm Shares against payment of the purchase price therefor by delivery of federal or other immediately available funds, by wire transfer or otherwise, to the Company. Such time of delivery and payment is herein referred to as the "First Closing Date." The certificates for the Firm Shares so to be delivered will be in such denominations and registered in such names as you request by notice to the Company prior to 10:00 A.M., Chicago Time, on the second business day preceding the First Closing Date, and will be made available at the Company's expense for checking and packaging by the Representatives at 10:00 A.M., Chicago Time, on the business day preceding the First Closing Date. Payment for the Firm Shares so to be delivered shall be made at the time and in the manner described above at the offices of counsel for the Underwriters. In addition, on the basis of the representations, warranties and covenants agreements herein contained and contained, but subject to the terms and conditions herein set forth, the Company and the Selling Stockholders hereby grants grant an option to the several Underwriters an option to purchase, at their electionseverally and not jointly, up to 375,000 an aggregate of 322,500 Option Shares Shares, at the same purchase price per share as set forth to be paid for the Firm Shares in the paragraph aboveShares, for use solely in covering any overallotments made by the sole purpose of covering overallotments Underwriters in the sale and distribution of the Firm Shares. The option granted hereby hereunder may be exercised in whole or in part, but only once, and at any time upon written notice given (but not more than once) within 30 days after the date of this Agreement, the initial public offering upon notice by you, as Representatives of the several Underwriters, you to the Company and the Agents setting forth the aggregate number of Option Shares as to which the several Underwriters are exercising the option option, the names and denominations in which the certificates for such shares are to be registered and the time and date place at which such certificates are to will be delivered. If Such time of delivery (which may not be earlier than the First Closing Date), being herein referred to as the "Second Closing Date," shall be determined by you, but if at any Option Shares are purchasedtime other than the First Closing Date, each Underwriter agrees, severally and shall not jointly, to purchase that portion be earlier than three nor later than 10 full business days after delivery of the such notice of exercise. The number of Option Shares as to which be purchased from the Company and each such election Selling Stockholder are set forth in Schedule B hereto. If less than all Option Shares are purchased such Shares shall have been exercised be purchased (subject a) first, from the Selling Stockholders (pro rata in proportion to adjustment to eliminate fractional shares) determined by multiplying such the number of Option Shares by a fraction the numerator of which is the maximum number of Option Shares which such Underwriter is entitled to purchase as set forth opposite the name of such Selling Stockholder on Schedule B), and (b) second, from the Company. The number of Option Shares to be purchased by each Underwriter shall be determined by multiplying the number of Option Shares to be sold by the Company and the Selling Stockholders pursuant to such notice of exercise by a fraction, the numerator of which is the number of Firm Shares to be purchased by such Underwriter as set forth opposite its name in Schedule A hereto and the denominator of which is the maximum total number of Firm Shares (subject to such adjustments to eliminate any fractional share purchases as you in your absolute discretion may make). Certificates for the Option Shares which all of will be made available at the Underwriters are entitled to purchase hereunder. The time Company's expense for checking and date packaging at which certificates for Option Shares are to be delivered shall be determined by 10:00 A.M., Chicago Time, on the Representatives but shall not be earlier than two or later than ten full business days after the exercise of such option, and shall not in any event be prior to the Closing Date. If the date of exercise of the option is three or more full days before the Closing Date, the notice of exercise shall set the Closing Date as the Option Closing Date.day preceding the

Purchase, Sale and Delivery of Shares. (a) On the basis of the representations, warranties and covenants contained hereinagreements herein contained, and but subject to the terms and conditions herein set forth, the Company agrees Selling Stockholders agree to sell to each the Underwriter and each the Underwriter agrees, severally and not jointly, agrees to purchase from the Company, at a price of $________ per share, Selling Stockholders the respective number of Firm Shares set forth opposite the name names of each Underwriter the Selling Stockholders in Schedule A heretoI hereto at the price per share set forth in the Pricing Agreement. The initial public offering price and the purchase price shall be set forth in the Pricing Agreement. At 9:00 A.M., subject to adjustments Chicago Time, on the fourth business day, if permitted under Rule 15c6-1 under the Exchange Act (or the third business day if required under Rule 15c6-1 under the Exchange Act or unless postponed in accordance with the provisions of Section 8 hereof12) following the date the Registration Statement becomes effective (or, if the Company has elected to rely upon Rule 430A, the fourth business day, if permitted under Rule 15c6-1 under the Exchange Act (or the third business day if required under Rule 15c6-1 under the Exchange Act) after execution of the Pricing Agreement), or such other time not later than ten business days after such date as shall be agreed upon by the Underwriter and the Company, the [Custodian] will deliver to you at the offices of counsel for the Selling Stockholders or through the facilities of The Depository Trust Company for the account of the Underwriter, certificates representing the Firm Shares to be sold by them, respectively, against payment of the purchase price therefor in immediately available funds payable to the order of the [Custodian]. Such time of delivery and payment is herein referred to as the "First Closing Date." The certificates for the Firm Shares so to be delivered will be in such denominations and registered in such names as you request by notice to the [Custodian] prior to 10:00 A.M., Chicago Time, on the second business day preceding the First Closing Date, and will be made available at the Company's expense for checking and packaging by the Underwriter at 10:00 A.M., Chicago Time, on the business day preceding the First Closing Date. Payment for the Firm Shares so to be delivered shall be made at the time and in the manner described above at the offices of counsel for the Selling Stockholders. In addition, on the basis of the representations, warranties and covenants agreements herein contained and contained, but subject to the terms and conditions herein set forth, the Company and certain of the Selling Stockholders hereby grants to the several Underwriters grant an option to purchase, at their election, the Underwriter to purchase up to 375,000 an aggregate of 300,000 Option Shares Shares, at the same purchase price per share as set forth to be paid for the Firm Shares in the paragraph aboveShares, for use solely in covering any overallotments made by the sole purpose of covering overallotments Underwriter in the sale and distribution of the Firm Shares. The option granted hereby hereunder may be exercised in whole or in part, but only once, and at any time upon written notice given (but not more than once) within 30 days after the date of this Agreement, the Prospectus upon notice by you, as Representatives of the several Underwriters, you to the Company and the Agents setting forth the aggregate number of Option Shares as to which the several Underwriters are Underwriter is exercising the option option, the names and denominations in which the certificates for such shares are to be registered and the time and date place at which such certificates will be delivered. Such time of delivery (which may not be earlier than the First Closing Date), being herein referred to as the "Second Closing Date," shall be determined by you, but if at any time other than the First Closing Date, shall not be earlier than three nor later than 10 full business days after delivery of such notice of exercise. The number of Option Shares to be purchased from each such Selling Stockholder is set forth in Schedule I hereto. If less than all Option Shares are to be delivered. If any Option Shares are purchased, each Underwriter agrees, severally and not jointly, to purchase that portion of the number of Option Shares to be purchased from each such Selling Stockholder shall be in the same proportion as to which such election shall have been exercised (subject to adjustment to eliminate fractional shares) determined by multiplying such the number of Option Shares to be sold by a fraction each bears to the numerator of which is the maximum total number of Option Shares which such Underwriter is entitled to purchase as set forth opposite Shares. Certificates for the name of such Underwriter in Schedule A hereto and the denominator of which is the maximum number of Option Shares which all of will be made available at the Underwriters are entitled to purchase hereunder. The time Company's expense for checking and date packaging at which certificates for Option Shares are to be delivered shall be determined by 10:00 A.M., Chicago Time, on the Representatives but shall not be earlier than two or later than ten full business days after day preceding the exercise of such option, and shall not in any event be prior to the Second Closing Date. If the date The manner of exercise payment for and delivery of the option is three or more full days before Option Shares shall be the Closing Date, same as for the notice of exercise shall set Firm Shares as specified in the Closing Date as the Option Closing Datepreceding paragraph.

Purchase, Sale and Delivery of Shares. (a) On the basis of the representations, warranties and covenants contained hereinagreements herein contained, and but subject to the terms and conditions herein set forth, the Company agrees to sell to each Underwriter the Underwriters named in Schedule A hereto, and each Underwriter agreesthe Underwriters agree, severally and not jointly, to purchase the Firm Shares from the Company, Company at a the price per share set forth in the Pricing Agreement. The obligation of $________ per share, each Underwriter to the Company shall be to purchase from the Company the number of Firm Shares set forth opposite the name of each such Underwriter in Schedule A hereto. The initial public offering price and the purchase price shall be set forth in the Pricing Agreement. At 9:00 A.M., subject to adjustments Chicago Time, on the fourth business day, if permitted under Rule 15c6-1 under the Exchange Act, (or the third business day if required under Rule 15c6-1 under the Exchange Act or unless postponed in accordance with the provisions of Section 8 hereof12) following the date the Pricing Agreement is executed, or such other time not later than ten business days after such date as shall be agreed upon by the Representative and the Company, the Company will deliver to you at the offices of counsel for the Underwriters or through the facilities of The Depository Trust Company for the accounts of the several Underwriters, certificates representing the Firm Shares to be sold by it against payment of the purchase price therefor by wire transfer or certified or bank cashier's check in Chicago Clearing House funds (next-day funds) payable to the order of the Company. Such time of delivery and payment is herein referred to as the "First Closing Date." The certificates for the Firm Shares so to be delivered will be in such denominations and registered in such names as you request by notice to the Company prior to 10:00 A.M., Chicago Time, on the second full business day preceding the First Closing Date, and will be made available at the Company's expense for checking and packaging by the Representative at 10:00 A.M., Chicago Time, on the full business day preceding the First Closing Date. Payment for the Firm Shares so to be delivered shall be made at the time and in the manner described above at the offices of counsel for the Underwriters. In addition, on the basis of the representations, warranties and covenants agreements herein contained and contained, but subject to the terms and conditions herein set forth, the Company hereby grants an option to the several Underwriters an option to purchase, at their electionseverally and not jointly, up to 375,000 an aggregate of 165,000 Option Shares Shares, at the same purchase price per share as set forth to be paid for the Firm Shares in the paragraph aboveShares, for use solely in covering any overallotments made by the sole purpose of covering overallotments Underwriters in the sale and distribution of the Firm Shares. The option granted hereby hereunder may be exercised in whole or in part, but only once, and at any time upon written notice given (but not more than once) within 30 days after the date of this Agreement, the initial public offering upon notice by you, as Representatives of the several Underwriters, you to the Company setting forth the aggregate number of Option Shares as to which the several Underwriters are exercising the option option, the names and denominations in which the certificates for such shares are to be registered and the time and date place at which such certificates are to will be delivered. If Such time of delivery (which may not be earlier than the First Closing Date), being herein referred to as the "Second Closing Date," shall be determined by you, but if at any time other than the First Closing Date, shall not be earlier than three nor later than 10 full business days after delivery of such notice of exercise. The number of Option Shares are purchased, to be purchased by each Underwriter agrees, severally and not jointly, to purchase that portion of shall be determined by multiplying the number of Option Shares as to which such election shall have been exercised (subject to adjustment to eliminate fractional shares) determined by multiplying such number of Option Shares be sold by a fraction fraction, the numerator of which is the maximum number of Option Firm Shares which to be purchased by such Underwriter is entitled to purchase as set forth opposite the its name of such Underwriter in Schedule A hereto and the denominator of which is the maximum total number of Firm Shares (subject to such adjustments to eliminate any fractional share purchases as you in your absolute discretion may make). Certificates for the Option Shares which all of will be made available at the Underwriters are entitled to purchase hereunder. The time Company's expense for checking and date packaging at which certificates for Option Shares are to be delivered shall be determined by 10:00 A.M., Chicago Time, on the Representatives but shall not be earlier than two or later than ten first full business days after day preceding the exercise of such option, and shall not in any event be prior to the Second Closing Date. If the date The manner of exercise payment for and delivery of the option is three Option Shares shall be the same as for the Firm Shares as specified in the preceding paragraph. You have advised the Company that each Underwriter has authorized you to accept delivery of its Shares, to make payment and to receipt therefor. You, individually and not as the Representative of the Underwriters, may make payment for any Shares to be purchased by any Underwriter whose funds shall not have been received by you by the First Closing Date or more full days before the Second Closing Date, the notice of exercise shall set the Closing Date as the Option Closing Datecase may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any obligation hereunder.

Purchase, Sale and Delivery of Shares. (a) On the basis of the ------------------------------------- representations, warranties and covenants contained hereinagreements herein contained, and but subject to the terms and conditions herein set forth, the Company agrees to sell to each Underwriter the Underwriters, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at a purchase price of $________ per share, the respective number of Firm Shares as hereinafter set forth opposite the name forth. The obligation of each Underwriter in Schedule A hereto, subject to adjustments in accordance with Section 8 hereof. In addition, on the basis of the representations, warranties and covenants herein contained and subject to the terms and conditions herein set forth, the Company hereby grants to the several Underwriters an option to purchase, at their election, up to 375,000 Option Shares at the same price per share as set forth for the Firm Shares in the paragraph above, for the sole purpose of covering overallotments in the sale of the Firm Shares. The option granted hereby may be exercised in whole or in part, but only once, and at any time upon written notice given within 30 days after the date of this Agreement, by you, as Representatives of the several Underwriters, to the Company setting forth shall be to purchase from the Company that number of Option Firm Shares as to which the several Underwriters are exercising the option and the time and date at which certificates are to be delivered. If any Option Shares are purchased, each Underwriter agrees, severally and not jointly, to purchase that portion of the number of Option Shares as to which such election shall have been exercised (subject to adjustment to eliminate fractional shares) determined by multiplying such number of Option Shares by a fraction the numerator of which is the maximum number of Option Shares which such Underwriter is entitled to purchase as set forth opposite the name of such Underwriter in Schedule A hereto (subject to adjustment as provided in Section 11). Delivery of definitive certificates for the Firm Shares to be purchased by the Underwriters pursuant to this Section 5 shall be made against payment of the purchase price therefor by the several Underwriters by certified or official bank check or checks drawn in next-day funds, payable to the order of the Company (and the denominator Company agrees not to deposit any such check in the bank on which it is drawn until the day following the date of which is its delivery to the maximum number of Option Shares which all Company) at the offices of the Underwriters Representative or such other place as may be agreed upon among the Representative and the Company, at 7:00 A.M., California time, on the third (3rd) full business day following the first day that Shares are entitled to purchase hereunder. The traded (or at such time and date at to which payment and delivery shall have been postponed pursuant to Section 11 hereof), such time and date of payment and delivery being herein called the "Closing Date." The certificates for Option the Firm Shares are to be so delivered shall will be determined by made available to you at such office or such other location as you may reasonably request for checking at least one (1) full business day prior to the Representatives but shall not Closing Date and will be earlier than in such names and denominations as you may request, such request to be made at least two or later than ten (2) full business days after the exercise of such option, and shall not in any event be prior to the Closing Date. If the Representative so elects, delivery of the Firm Shares may be made by credit through full fast transfer to the accounts at The Depository Trust Company designated by the Representative. It is understood that you, individually, and not as the Representative of the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or Underwriters whose check or checks shall not have been received by you prior to the Closing Date for the Firm Shares to be purchased by such Underwriter or Underwriters. Any such payment by you shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereunder. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the [Company and the] Selling Stockholders hereby grant to the several Underwriters, for the purpose of covering over-allotments in connection with the distribution and sale of the Firm Shares only, a nontransferable option to purchase, in the respective amounts set forth on the Schedule B, up to an aggregate of _________ Option Shares at the purchase price per share for the Firm Shares set forth in this Section 5. Such option may be exercised by the Representative on behalf of the several Underwriters on one or more occasions in whole or in part during the forty-five (45) day period after the date on which the Firm Shares are initially offered to the public, by giving written notice to the Company and the Agent. The number of Option Shares to be purchased by each Underwriter upon the exercise of such option shall be the same proportion of the total number of Option Shares to be purchased as the number of Firm Shares purchased by such Underwriter (set forth in Schedule A hereto) bears to the total number of Firm Shares purchased by the several Underwriters (set forth in Schedule A hereto), adjusted by the Representative in such manner as to avoid fractional shares. Delivery of definitive certificates for the Option Shares to be purchased by the several Underwriters pursuant to the exercise of the option granted by this Section 5 shall be made against payment of the purchase price therefor by the several Underwriters by certified or official bank check or checks drawn in next-day funds, payable to the order of the Agent [and the Company, respectively,] (and the Agent [and the Company] agree[s] not to deposit any such check in the bank on which it is three drawn until the day following the date of its delivery). Such delivery and payment shall take place at the offices of the Representative, or more full days before at such other place as may be agreed upon by the Representative and the Agent (i) on the Closing Date, the if written notice of the exercise shall set of such option is received by the Agent at least three (3) full business days prior to the Closing Date Date, or (ii) on a date which shall not be later than the fifth (5th) full business day following the date the Agent receives written notice of the exercise of such option, if such notice is received by the Agent less than three (3) full business days prior to the Closing Date. [To the extent that the Company is also selling in the over- allotment, describe whether Shares to come first from the Company or Stockholders if not all exercised.] To the extent that the option is not exercised for the entire __________ Option Shares, the number of Option Shares to be sold by each Selling Stockholder shall be that number which bears the same relationship to the aggregate number of Option Shares being purchased as the maximum number of Option Closing DateShares being sold by each Selling Stockholder bears to _________ . The certificates for the Option Shares to be so delivered will be made available to you at such office or such other location as you may reasonably request for inspection at least two (2) full business days prior to the date of payment and delivery and will be in such names and denominations as you may request, such request to be made at least three (3) full business days prior to such date of payment and delivery. If the Representative so elects, delivery of the Option Shares may be made by credit through full fast transfer to the accounts at The Depository Trust Company designated by the Representative. It is understood that you, individually, and not as the Representative of the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or Underwriters whose check or checks shall not have been received by you prior to the date of payment and delivery for the Option Shares to be purchased by such Underwriter or Underwriters. Any such payment by you shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereunder. Upon exercise of any option provided for in this Section 5, the obligations of the several Underwriters to purchase such Option Shares will be subject (as of the date hereof and as of the date of payment and delivery for such Option Shares) to the accuracy of and compliance with the representations, warranties and agreements of the Company herein, to the accuracy of the statements of the Company and officers of the Company made pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder, and to the condition that all proceedings taken at or prior to the payment date in connection with the sale and transfer of such Option Shares shall be reasonably satisfactory in form and substance to you and to Underwriters' Counsel, and you shall have been furnished with all such documents, certificates and opinions as you may reasonably request in order to evidence the accuracy and completeness of any of the representations, warranties or statements, the performance of any of the covenants or agreements of the Company or the compliance with any of the conditions herein contained in each case in all material respects. After the Registration Statement becomes effective, the several Underwriters intend to make an initial public offering (as such term is described in Section 13 hereof) of the Firm Shares at an initial public offering price of $_____ per share. After the initial public offering, the several Underwriters may, in their discretion, vary the public offering price.

Purchase, Sale and Delivery of Shares. (a) On the basis of the representations, warranties and covenants contained hereinagreements herein contained, and but subject to the terms and conditions herein set forth, the Company agrees to sell to each Underwriter the Underwriters named in Schedule A hereto, and each Underwriter agreesthe Underwriters agree, severally and not jointly, to purchase the Firm Shares from the Company, at a price . The obligation of $________ per share, each Underwriter to the Company shall be to purchase from the Company the number of Firm Shares set forth opposite the name of each such Underwriter in Schedule A hereto. The initial public offering price and the purchase price shall be set forth in the Pricing Agreement. At 9:00 A.M., subject to adjustments Chicago Time, on the fourth business day, if permitted under Rule 15c6-1 under the Exchange Act, (or the third business day if required under Rule 15c6-1 under the Exchange Act or unless postponed in accordance with the provisions of Section 8 hereof11) following the date the Registration Statement becomes effective (or, if the Company has elected to rely upon Rule 430A, the fourth business day, if permitted under Rule 15c6-1 under the Exchange Act, (or the third business day if required under Rule 15c6-1 under the Exchange Act) after execution of the Pricing Agreement), or such other time not later than ten business days after such date as shall be agreed upon by the Representative and the Company, the Company will deliver to you at the offices of counsel for the Underwriters or through the facilities of The Depository Trust Company for the accounts of the several Underwriters, certificates representing the Firm Shares to be sold by it, against payment of the purchase price therefor by delivery of federal or other immediately available funds, by wire transfer or otherwise, to the Company. Such time of delivery and payment is herein referred to as the "First Closing Date." The certificates for the Firm Shares so to be delivered will be in such denominations and registered in such names as you request by notice to the Company prior to 10:00 A.M., Chicago Time, on the second business day preceding the First Closing Date, and will be made available at the Company's expense for checking and packaging by the Representative at 10:00 A.M., Chicago Time, on the business day preceding the First Closing Date. Payment for the Firm Shares so to be delivered shall be made at the time and in the manner described above at the offices of counsel for the Underwriters. In addition, on the basis of the representations, warranties and covenants agreements herein contained and contained, but subject to the terms and conditions herein set forth, the Company hereby grants an option to the several Underwriters an option to purchase, at their electionseverally and not jointly, up to 375,000 an aggregate of 833,333 Option Shares Shares, at the same purchase price per share as set forth to be paid for the Firm Shares in the paragraph aboveShares, for use solely in covering any overallotments made by the sole purpose of covering overallotments Underwriters in the sale and distribution of the Firm Shares. The option granted hereby hereunder may be exercised in whole or in part, but only once, and at any time upon written notice given (but not more than once) within 30 days after the date of this Agreement, the initial public offering upon notice by you, as Representatives of the several Underwriters, you to the Company setting forth the aggregate number of Option Shares as to which the several Underwriters are exercising the option option, the names and denominations in which the certificates for such shares are to be registered and the time and date place at which such certificates are to will be delivered. If Such time of delivery (which may not be earlier than the First Closing Date), being herein referred to as the "Second Closing Date," shall be determined by you, but if at any time other than the First Closing Date, shall not be earlier than three nor later than 10 full business days after delivery of such notice of exercise. The number of Option Shares are purchased, to be purchased by each Underwriter agrees, severally and not jointly, to purchase that portion of shall be determined by multiplying the number of Option Shares as to which be sold by the Company pursuant to such election shall have been exercised (subject to adjustment to eliminate fractional shares) determined by multiplying such number notice of Option Shares exercise by a fraction fraction, the numerator of which is the maximum number of Option Firm Shares which to be purchased by such Underwriter is entitled to purchase as set forth opposite the its name of such Underwriter in Schedule A hereto and the denominator of which is the maximum total number of Firm Shares (subject to such adjustments to eliminate any fractional share purchases as you in your absolute discretion may make). Certificates for the Option Shares which all of will be made available at the Underwriters are entitled to purchase hereunder. The time Company's expense for checking and date packaging at which certificates for Option Shares are to be delivered shall be determined by 10:00 A.M., Chicago Time, on the Representatives but shall not be earlier than two or later than ten full business days after day preceding the exercise of such option, and shall not in any event be prior to the Second Closing Date. If the date The manner of exercise payment for and delivery of the option is three Option Shares shall be the same as for the Firm Shares as specified in the preceding paragraph. You have advised the Company that each Underwriter has authorized you to accept delivery of its Shares, to make payment and to receipt therefor. You, individually and not as the Representative of the Underwriters, may make payment for any Shares to be purchased by any Underwriter whose funds shall not have been received by you by the First Closing Date or more full days before the Second Closing Date, the notice of exercise shall set the Closing Date as the Option Closing Datecase may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any obligation hereunder.

Purchase, Sale and Delivery of Shares. (a) On the basis of the representations, warranties and covenants contained hereinagreements herein contained, and but subject to the terms and conditions herein set forth, the Company agrees to sell to each Underwriter the Underwriters named in SCHEDULE A hereto, and each Underwriter agreesthe Underwriters agree, severally and not jointly, to purchase the Firm Shares from the CompanyCompany at the price per share set forth in the Pricing Agreement. The obligation of each Underwriter to the Company shall be to purchase from the Company that number of full shares which (as nearly as practicable, at a price of $________ per shareas determined by you) bears to 2,145,000, the same proportion as the number of Firm Shares set forth opposite the name of each such Underwriter in Schedule SCHEDULE A heretohereto bears to the total number of Firm Shares to be purchased by all Underwriters under this Agreement. The initial public offering price and the purchase price shall be set forth in the Pricing Agreement. At 9:00 A.M., subject to adjustments Chicago Time, on the fourth business day, if permitted under Rule 15c6-1 under the Exchange Act, (or the third business day if required under Rule 15c6-1 under the Exchange Act or unless postponed in accordance with the provisions of Section 8 hereof12) following the date the Registration Statement becomes effective (or, if the Company has elected to rely upon Rule 430A, the fourth business day, if permitted under Rule 15c6-1 under the Exchange Act, (or the third business day if required under Rule 15c6-1 under the Exchange Act) after execution of the Pricing Agreement), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives and the Company, the Company and the Custodian will deliver to you at the offices of counsel for the Underwriters or through the facilities of The Depository Trust Company for the accounts of the several Underwriters, certificates representing the Firm Shares to be sold by them, respectively, against payment of the purchase price therefor by delivery of federal or other immediately available funds, by wire transfer or otherwise, to the Company and the Custodian. Such time of delivery and payment is herein referred to as the "First Closing Date." The certificates for the Firm Shares so to be delivered will be in such denominations and registered in such names as you request by notice to the Company and the Custodian prior to 10:00 A.M., Chicago Time, on the second business day preceding the First Closing Date, and will be made available at the Company's expense for checking and packaging by the Representatives at 10:00 A.M., Chicago Time, on the business day preceding the First Closing Date. Payment for the Firm Shares so to be delivered shall be made at the time and in the manner described above at the offices of Sonnxxxxxxxx Xxxx & Xosexxxxx, 0000 Xxxxx Xxxxx, Xxxxxxx, Xxxxxxxx. In addition, on the basis of the representations, warranties and covenants agreements herein contained and contained, but subject to the terms and conditions herein set forth, the Company hereby grants an option to the several Underwriters an option to purchase, at their electionseverally and not jointly, up to 375,000 an aggregate of 321,750 Option Shares Shares, at the same purchase price per share as set forth to be paid for the Firm Shares in the paragraph aboveShares, for use solely in covering any over-allotments made by the sole purpose of covering overallotments Underwriters in the sale and distribution of the Firm Shares. The option granted hereby hereunder may be exercised in whole or in part, but only once, and at any time upon written notice given (but not more than once) within 30 days after the date of this Agreement, the initial public offering upon written notice by you, as Representatives of the several Underwriters, you to the Company setting forth the aggregate number of Option Shares as to which the several Underwriters are exercising the option option, the names and denominations in which the certificates for such shares are to be registered and the time and date place at which such certificates are to will be delivered. If Such time of delivery (which may not be earlier than the First Closing Date), being herein referred to as the "Second Closing Date," shall be determined by you, but if at any time other than the First Closing Date, shall not be earlier than three nor later than ten full business days after delivery of such notice of exercise. The number of Option Shares are purchased, to be purchased by each Underwriter agrees, severally and not jointly, to purchase that portion of shall be determined by multiplying the number of Option Shares as to which be sold by the Company pursuant to such election shall have been exercised (subject to adjustment to eliminate fractional shares) determined by multiplying such number notice of Option Shares exercise by a fraction fraction, the numerator of which is the maximum number of Option Firm Shares which to be purchased by such Underwriter is entitled to purchase as set forth opposite the its name of such Underwriter in Schedule SCHEDULE A hereto and the denominator of which is the maximum total number of Firm Shares (subject to such adjustments to eliminate any fractional share purchases as you in your absolute discretion may make). Certificates for the Option Shares which all of will be made available at the Underwriters are entitled to purchase hereunder. The time Company's expense for checking and date packaging at which certificates for Option Shares are to be delivered shall be determined by 10:00 A.M., Chicago time, on the Representatives but shall not be earlier than two or later than ten full business days after day preceding the exercise of such option, and shall not in any event be prior to the Second Closing Date. If the date The manner of exercise payment for and delivery of the option is three Option Shares shall be the same as for the Firm Shares as specified in the preceding paragraph. You have advised the Company that each Underwriter has authorized you to accept delivery of its Shares, to make payment and receipt therefor. You, individually and not as the Representatives of the Underwriters, may make payment for any Shares to be purchased by any Underwriter whose funds shall not have been received by you by the First Closing Date or more full days before the Second Closing Date, the notice of exercise shall set the Closing Date as the Option Closing Datecase may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any obligation hereunder.

Purchase, Sale and Delivery of Shares. (a) On the basis of the representations, warranties and covenants contained hereinagreements herein contained, and but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to each Underwriter and each Underwriter agreesUnderwriter, severally and not jointly, to purchase from the Company, at a price of $________ per share, the number of Firm Shares set forth opposite the name of each Underwriter in Schedule A hereto, subject to adjustments in accordance with Section 8 hereof. In addition, on the basis of the representations, warranties and covenants herein contained and subject to the terms and conditions herein set forth, the Company hereby grants to the several Underwriters an option to purchase, at their election, up to 375,000 Option Shares at the same price per share as set forth for the Firm Shares in the paragraph above, for the sole purpose of covering overallotments in the sale of the Firm Shares. The option granted hereby may be exercised in whole or in part, but only once, and at any time upon written notice given within 30 days after the date of this Agreement, by you, as Representatives of the several Underwriters, to the Company setting forth the number of Option Shares as to which the several Underwriters are exercising the option and the time and date at which certificates are to be delivered. If any Option Shares are purchased, each Underwriter agreesSelling Shareholder, severally and not jointly, agrees to sell to each Underwriter, severally and not jointly, and each Underwriter severally and not jointly, agrees to purchase from the Company and each Selling Shareholder, the Firm Shares. The purchase price per share to be paid by each Underwriter to the Company and the Selling Shareholders shall be the price per share set forth in the Pricing Agreement. Delivery of certificates for the Firm Shares to be purchased by the Underwriters and payment therefor shall be made at the offices of X. X. Xxxxxxx & Sons, Inc., Xxx Xxxxxx Xxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000 (or such other place as may be agreed upon by the Company and the Representatives) at such time and date, not later than the third full business day following the first date that portion any of the number Common Shares are released by you for sale to the public, as you shall designate by at least 48 hours prior notice to the Company (the "First Closing Date"); provided, however, that if the Prospectus is at any time prior to the First Closing Date recirculated to the public, the First Closing Date shall occur upon the later of Option the third full business day following the first date that any of the Common Shares are released by you for sale to the public or the date that is 48 hours after the date that the Prospectus has been so recirculated. Delivery of certificates for the Firm Shares shall be made by or on behalf of the Company and each Selling Shareholder to you, against payment by you of the purchase price therefor by federal funds wire transfer payable in same day funds to the order of the Company and each Selling Shareholder. The certificates for the Firm Shares shall be registered in such names and denominations as to which such election you shall have been exercised (subject to adjustment to eliminate fractional shares) determined by multiplying such number of Option Shares by a fraction the numerator of which is the maximum number of Option Shares which such Underwriter is entitled to purchase as set forth opposite the name of such Underwriter in Schedule A hereto and the denominator of which is the maximum number of Option Shares which all of the Underwriters are entitled to purchase hereunder. The time and date requested at which certificates for Option Shares are to be delivered shall be determined by the Representatives but shall not be earlier than least two or later than ten full business days after prior to the exercise of such optionFirst Closing Date, and shall not be made available for checking and packaging on the business day preceding the First Closing Date at a location in any event New York, New York, as may be prior designated by you. Time shall be of the essence, and delivery at the time and place specified in this Agreement is a further condition to the Closing Date. If the date of exercise obligations of the option is three or more full days before the Closing Date, the notice of exercise shall set the Closing Date as the Option Closing DateUnderwriters.

Purchase, Sale and Delivery of Shares. (a) On the basis of the representations, warranties and covenants contained hereinagreements herein contained, and but subject to the terms and conditions herein set forth, (i) the Company agrees to sell to each Underwriter and each Underwriter agrees, severally and not jointly, to purchase from the Company, Company at a purchase price of $________ [INSERT PRICE AFTER UNDERWRITERS' FEES] per shareShare, the aggregate number of Firm Purchased Shares set forth opposite the name of each such Underwriter in Schedule A hereto. The Company will deliver the Purchased Shares to you for the accounts of the several Underwriters at the office of Xxxxx & Company Incorporated, subject 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, against payment of the purchase price therefor by certified or official bank check or checks in New York Clearing House funds, payable to adjustments in accordance with Section 8 hereof. In additionthe order of Realty Information Group, Inc. at 10:00 A.M., New York Time, on ____________________, 1998, or at such other time and date not later than five full business days thereafter as you and the Company may determine, such time and date of delivery and payment being herein called the "First Closing Date". The certificates for the Shares to be so delivered will be made available to you at such office for checking at least one full business day prior to such Closing Date and will be in such names and denominations as you may request not less than two full business days prior to such Closing Date. On the basis of the representations, warranties and covenants agreements herein contained and contained, but subject to the terms and conditions herein set forth, the Company hereby grants to the several Underwriters an option to purchase, at their election, purchase up to 375,000 250,000 Option Shares at the same price per share as set forth the Underwriters shall pay for the Firm Shares Purchased Shares. Such option may be exercised only to cover over-allotments arising in the paragraph above, for the sole purpose of covering overallotments in connection with the sale of Purchased Shares by the Firm Shares. The option granted hereby may Underwriters, such exercise to be exercised in whole or in part, but only once, and at any time upon written notice given within 30 days after the date of this Agreement, by you, as Representatives of the several Underwriters, you to the Company within 45 days of the date hereof setting forth the number of Option Shares as to which the several Underwriters are exercising the option option, the denominations and names in which certificates for such Shares should be registered and the time and date place at which such certificates are to be delivered. If any Option Shares are purchased, each Underwriter agrees, severally Such time and not jointly, to purchase that portion of the number of Option Shares as to which place (unless such election shall have been exercised (subject to adjustment to eliminate fractional shares) determined by multiplying such number of Option Shares by a fraction the numerator of which time is the maximum number of Option Shares which such Underwriter is entitled First Closing Date), herein referred to purchase as set forth opposite the name of such Underwriter in Schedule A hereto and the denominator of which is the maximum number of Option Shares which all of the Underwriters are entitled to purchase hereunder. The time and date at which certificates for Option Shares are to be delivered "Second Closing Date", shall be determined by the Representatives you but shall not be earlier than two the First Closing Date, nor earlier than three full business days or later than ten full business days after the exercise of such option. The Company will deliver Option Shares to you for the accounts of the several Underwriters against payment of the purchase price therefor by certified or official bank check or checks in New York Clearing House funds payable to the order of the Company. The number of Option Shares to be purchased by each Underwriter shall be in the same proportion to the aggregate number of Option Shares purchased as the number of Purchased Shares set forth opposite the name of such Underwriter in Schedule A hereto bears to 2,500,000. It is understood that you, individually and not as the Representatives of the several Underwriters, may (but shall not in be obligated to) make payment on behalf of any event Underwriter or Underwriters for Shares to be prior purchased by such Underwriter or Underwriters. Any such payment by you shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereunder. After the Registration Statement becomes effective, the several Underwriters propose to offer the Shares to the Closing Date. If public as set forth in the date of exercise of the option is three or more full days before the Closing Date, the notice of exercise shall set the Closing Date as the Option Closing DateProspectus.

Purchase, Sale and Delivery of Shares. (a) On the basis of the representations, representations and warranties and covenants herein contained herein, and subject to the terms and conditions herein set forth, the Company agrees to sell to each Underwriter and each Underwriter agreesUnderwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from the Company, respectively, at a purchase price per share of $________ per shareShare, the number of Firm Shares set forth opposite the name of each Underwriter in Schedule A hereto, hereto (subject to adjustments adjustment as provided in accordance with Section 8 hereof10). In addition, on the basis Delivery of the representations, warranties and covenants herein contained and subject to the terms and conditions herein set forth, the Company hereby grants to the several Underwriters an option to purchase, at their election, up to 375,000 Option Shares at the same price per share as set forth definitive certificates for the Firm Shares in to be purchased by the paragraph above, for the sole purpose of covering overallotments in the sale Underwriters pursuant to this Section 3 shall be made against payment of the Firm Shares. The option granted hereby may be exercised purchase price therefor by the Underwriters by certified or official bank check in whole or in partnext day funds, but only once, and at any time upon written notice given within 30 days after payable to the date of this Agreement, by you, as Representatives order of the several UnderwritersCompany at the offices of Capital West Securities, to Inc., 211 X. Xxxxxxxx, 00th Floor, One Xxxxxxxxxx Xxxxxx, Xxxxxxxx Xxxx, Xxxxxxxx 00000, xx at such other place as shall be agreed upon by the Company setting forth the number of Option Shares as to which the several Underwriters are exercising the option and the Company, at 9:30 a.m. on the fourth business day following the first day that Shares are traded (or at such time and date at which certificates are to be delivered. If any Option Shares are purchased, each Underwriter agrees, severally and not jointly, to purchase that portion of the number of Option Shares as to which such election payments and delivery shall have been exercised (subject postponed pursuant to adjustment to eliminate fractional shares) determined by multiplying Section 10 hereof), such number of Option Shares by a fraction the numerator of which is the maximum number of Option Shares which such Underwriter is entitled to purchase as set forth opposite the name of such Underwriter in Schedule A hereto and the denominator of which is the maximum number of Option Shares which all of the Underwriters are entitled to purchase hereunder. The time and date at which of payment and delivery being herein called the "Closing Date." The certificates for Option the Firm Shares are to be so delivered shall will be determined by made available to you at such office or at such other location as you may reasonably request for checking at least one business day prior to the Representatives but shall not Closing Date and will be earlier than in such names and denominations as you may request, such request to be made at least two or later than ten full business days after the exercise of such option, and shall not in any event be prior to the Closing Date. If the date of exercise Underwriters so elect, delivery of the option Shares may be made by credit through full fast transfer to the accounts at Depository Trust Company designated by the Underwriters. It is three understood that Capital West, individually and not as representative of the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or more full days before the Closing Date, the notice of exercise Underwriters whose check or checks shall set not have been received by Capital West prior to the Closing Date for the Firm Shares to be purchased by such Underwriter or Underwriters. Any such payment by Capital West shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereunder. After the Registration Statement becomes effective, the several Underwriters intend to offer the Firm Shares to the public as set forth in the Option Closing DateProspectus.

Purchase, Sale and Delivery of Shares. (a) On the basis of the representations, warranties and covenants contained hereinagreements herein contained, and but subject to the terms and conditions herein set forth, the Company agrees to sell to each Underwriter the Underwriters and each Underwriter agreesthe Underwriters agree, severally and not jointly, to purchase from the Company, at a purchase price of $________ U.S. $ per share, the respective numbers of Firm Shares set forth opposite the names of the Underwriters on Schedule A hereto, subject to adjustment in accordance with Section 9 hereof. The Company and EndoResearch are advised that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effective date of the Registration Statement as in your judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. The Underwriters may from time to time, after the Firm Shares have initially been offered to the public, increase or decrease the public offering price to such extent as you may determine. The Company will deliver the Firm Shares to you through the facilities of The Depository Trust Company (“DTC”) for the accounts of the several Underwriters against payment of the purchase price therefor in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank identified by the Company to First Albany drawn to the order of the Company, at the office of Xxxxx Xxxxxxxxxx LLP, 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, at 9:00 A.M., New York time, on , 2007, or at such other time not later than seven full business days thereafter as First Albany and the Company determine, such time being herein referred to as the “time of purchase.” As used herein, “business day” shall mean a day on which the New York Stock Exchange (the “NYSE”) is open for trading. The certificates for the Firm Shares so to be delivered will be in the form of one or more global securities in definitive form deposited with DTC and registered in the name of Cede & Co., as nominee for DTC, and will be made available for checking at least 24 hours prior to the time of purchase. In addition, upon written notice from First Albany given to the Company on or before the close of business, New York time, on the 30th day subsequent to the date of the Prospectus, the Underwriters may purchase all or less than all of the Additional Shares at the same purchase price per Additional Share as that to be paid for each Firm Share. The Company agrees to sell to the Underwriters the number of Additional Shares specified in such notice, and the Underwriters agree, severally and not jointly, to purchase such Additional Shares. Such Additional Shares shall be purchased for the account of each Underwriter in the same proportion as the number of Firm Shares set forth opposite the such Underwriter’s name of each Underwriter in on Schedule A hereto, hereto bears to the total number of Firm Shares (subject to adjustments adjustment by First Albany to eliminate fractions and subject to adjustment in accordance with Section 8 9 hereof. In addition, on ) and may be purchased by the basis of the representations, warranties and covenants herein contained and subject to the terms and conditions herein set forth, the Company hereby grants to the several Underwriters an option to purchase, at their election, up to 375,000 Option Shares at the same price per share as set forth only for the Firm Shares in the paragraph above, for the sole purpose of covering overallotments over-allotments, if any, made in connection with the sale of the Firm Shares. No Additional Shares shall be sold or delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered. The option granted hereby right to purchase the Additional Shares or any portion thereof may be exercised in whole or in partfrom time to time and, but only onceto the extent not previously exercised, may be surrendered and terminated at any time upon written notice given within 30 days after the date of this Agreement, by you, as Representatives of the several Underwriters, First Albany to the Company setting forth Company. Each time for the number delivery of Option Shares and payment for the Additional Shares, being herein referred to as to an “additional time of purchase,” which the several Underwriters are exercising the option and may be the time and date at which certificates are to be delivered. If any Option Shares are purchasedof purchase, each Underwriter agrees, severally and not jointly, to purchase that portion of the number of Option Shares as to which such election shall have been exercised (subject to adjustment to eliminate fractional shares) determined by multiplying such number of Option Shares by a fraction the numerator of which is the maximum number of Option Shares which such Underwriter is entitled to purchase as set forth opposite the name of such Underwriter in Schedule A hereto and the denominator of which is the maximum number of Option Shares which all of the Underwriters are entitled to purchase hereunder. The time and date at which certificates for Option Shares are to be delivered shall be determined by the Representatives First Albany but shall be not be earlier than two or later than ten five full business days after written notice of election to purchase Additional Shares is given. The Company will deliver the exercise Additional Shares being purchased at each additional time of purchase to you through the facilities of DTC for the accounts of the several Underwriters against payment of the purchase price therefor in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank identified by the Company to First Albany drawn to the order of the Company, at the above office of Xxxxx Xxxxxxxxxx LLP at 9:00 A.M., New York time. The certificates for the Additional Shares being purchased at each additional time of purchase will be in the form of one or more global securities in definitive form deposited with DTC and registered in the name of Cede & Co., as nominee for DTC, and will be made available for checking at a reasonable time in advance of such optionadditional time of purchase. As compensation to the Underwriters for their obligations hereunder, (i) at the time of purchase, the Company will pay to First Albany, and shall not in EndoResearch will cause the Company to pay to First Albany, for the accounts of the Underwriters, a commission equal to U.S. $[ ] per Firm Share being purchased by the Underwriters and (ii) at any event be prior additional time of purchase, the Company will pay to First Albany, for the accounts of the Underwriters, a commission equal to U.S. $[ ] per Additional Share then being purchased by the Underwriters. It is understood that the several Underwriters propose to offer the Shares for sale to the Closing Date. If public as set forth in the date of exercise of the option is three or more full days before the Closing Date, the notice of exercise shall set the Closing Date as the Option Closing DateProspectus.

Purchase, Sale and Delivery of Shares. (a) On the basis of the representations, warranties and covenants contained hereinagreements herein contained, and but subject to the terms and conditions herein set forth, the Company agrees to sell to each Underwriter the Underwriters named in Schedule A hereto, and each Underwriter agreesthe Underwriters agree, severally and not jointly, to purchase from the Company, Company 1,250,000 Firm Shares at a the price per share set forth in the Pricing Agreement. The obligation of $________ per share, each Underwriter to the Company shall be to purchase from the Company that number of Firm Shares set forth opposite the name of each such Underwriter in Schedule A heretoA. The public offering price and the purchase price shall be set forth in the Pricing Agreement. At 9:00 A.M., subject to adjustments Chicago Time, on the fourth business day, if permitted under Rule 15c6-1 under the Exchange Act, (or the third business day if required under Rule 15c6-1 under the Exchange Act or unless postponed in accordance with the provisions of Section 8 hereof12) following the date the Registration Statement becomes effective (or, if the Company has elected to rely upon Rule 430B, the fourth business day, if permitted under Rule 15c6-1 under the Exchange Act, (or the third business day if required under Rule 15c6-1 under the Exchange Act) after execution of the Pricing Agreement), or such other time not later than ten business days after such date as shall be agreed upon by the Representative and the Company, the Company will deliver to you at the offices of counsel for the Underwriters or through the facilities of The Depository Trust Company for the accounts of the several Underwriters, certificates representing the Firm Shares to be sold by it, against payment of the purchase price therefor by delivery of federal or other immediately available funds, by wire transfer or otherwise, to the Company. Such time of delivery and payment is herein referred to as the “First Closing Date.” The certificates for the Firm Shares to be so delivered will be in such denominations and registered in such names as you request by notice to the Company prior to 10:00 A.M., Chicago Time, on the second business day preceding the First Closing Date, and will be made available at the Company’s expense for checking and packaging by the Representative at 10:00 A.M., Chicago Time, on the business day preceding the First Closing Date. Payment for the Firm Shares so to be delivered shall be made at the time and in the manner described above at the offices of counsel for the Underwriters. In addition, on the basis of the representations, warranties and covenants agreements herein contained and contained, but subject to the terms and conditions herein set forth, the Company hereby grants an option to the several Underwriters an option to purchase, at their electionseverally and not jointly, up to 375,000 an aggregate of 187,500 Option Shares Shares, at the same purchase price per share as set forth to be paid for the Firm Shares in the paragraph aboveShares, for use solely in covering any overallotments made by the sole purpose of covering overallotments Underwriters in the sale and distribution of the Firm Shares. The option granted hereby hereunder may be exercised in whole or in part, but only once, and at any time upon written notice given (but not more than once) within 30 days after the date of this Agreement, the Prospectus first filed by you, as Representatives of the several Underwriters, Company pursuant to Rule 424(b) under the 1933 Act (the “Rule 424 Prospectus”) upon notice by you to the Company setting forth the aggregate number of Option Shares as to which the several Underwriters are exercising the option option, the names and denominations in which the certificates for such shares are to be registered and the time and date place at which such certificates are to will be delivered. If Such time of delivery (which may not be earlier than the First Closing Date), being herein referred to as the “Second Closing Date,” shall be determined by you, but if at any time other than the First Closing Date, shall not be earlier than three nor later than 10 full business days after delivery of such notice of exercise. The number of Option Shares are purchased, to be purchased by each Underwriter agrees, severally and not jointly, to purchase that portion of shall be determined by multiplying the number of Option Shares as to which such election shall have been exercised (subject to adjustment to eliminate fractional shares) determined be sold by multiplying such number of Option Shares the Company by a fraction fraction, the numerator of which is the maximum number of Option Firm Shares which to be purchased by such Underwriter is entitled to purchase as set forth opposite the its name of such Underwriter in Schedule A hereto and the denominator of which is the maximum total number of Firm Shares (subject to such adjustments to eliminate any fractional share purchases as you in your absolute discretion may make). Certificates for the Option Shares which all of will be made available at the Underwriters are entitled to purchase hereunder. The time Company’s expense for checking and date packaging at which certificates for Option Shares are to be delivered shall be determined by 10:00 A.M., Chicago Time, on the Representatives but shall not be earlier than two or later than ten first full business days after day preceding the exercise of such option, and shall not in any event be prior to the Closing Date. If the date of exercise of the option is three or more full days before the Closing Date, the notice of exercise shall set the Closing Date as the Option Closing Date.Second Closing

Purchase, Sale and Delivery of Shares. (a) On the basis of the representations, warranties and covenants contained hereinagreements herein contained, and but subject to the terms and conditions herein set forth, the Company agrees to sell to each Underwriter the Underwriters named in Schedule A hereto, and each Underwriter agreesthe Underwriters agree, severally and not jointly, to purchase the Firm Shares from the Company, Company at a the price per share set forth in the Pricing Agreement. The obligation of $________ per share, each Underwriter to the Company shall be to purchase from the Company that number of Firm Shares set forth opposite the name of each such Underwriter in Schedule A hereto. The public offering price and the purchase price shall be set forth in the Pricing Agreement. At 9:00 A.M., subject to adjustments Chicago Time, on the fourth business day, if permitted under Rule 15c6-1 under the Exchange Act, (or the third business day if required under Rule 15c6-1 under the Exchange Act or unless postponed in accordance with the provisions of Section 8 hereof12) following the date the Registration Statement becomes effective (or, if the Company has elected to rely upon Rule 430A, the fourth business day, if permitted under Rule 15c6-1 under the Exchange Act, (or the third business day if required under Rule 15c6-1 under the Exchange Act) after execution of the Pricing Agreement), or such other time not later than ten business days after such date as shall be agreed upon by the Representative and the Company, the Company will deliver to you at the offices of counsel for the Underwriters or through the facilities of The Depository Trust Company for the accounts of the several Underwriters, uncertificated book-entry shares representing the Firm Shares to be sold by it, against payment of the purchase price therefor by delivery of federal or other immediately available funds, by wire transfer or otherwise, to the Company. Such time of delivery and payment is herein referred to as the “First Closing Date.” The uncertificated book-entry shares for the Firm Shares so to be delivered will be in such denominations and registered in such names as you request by notice to the Company prior to 10:00 A.M., Chicago Time, on the second business day preceding the First Closing Date. Payment for the Firm Shares so to be delivered shall be made at the time and in the manner described above at the offices of counsel for the Underwriters. In addition, on the basis of the representations, warranties and covenants agreements herein contained and contained, but subject to the terms and conditions herein set forth, the Company hereby grants an option to the several Underwriters an option to purchase, at their electionseverally and not jointly, up to 375,000 an aggregate of 412,500 Option Shares Shares, at the same purchase price per share as set forth to be paid for the Firm Shares in the paragraph above, for the sole purpose of covering overallotments in the sale of the Firm Shares. The option granted hereby hereunder may be exercised in whole or in part, but only once, and at any time upon written notice given (but not more than once) within 30 days after the date of this Agreement, the Prospectus first filed by you, as Representatives of the several Underwriters, Company pursuant to Rule 424(c) under the 1933 Act upon notice by you to the Company setting forth the aggregate number of Option Shares as to which the several Underwriters are exercising the option option, the names and denominations in which the certificates for such shares are to be registered and the time and date place at which certificates are to such uncertificated book-entry shares will be delivered. If Such time of delivery (which may not be earlier than the First Closing Date), being herein referred to as the “Second Closing Date,” shall be determined by you, but if at any time other than the First Closing Date, shall not be earlier than three nor later than 10 full business days after delivery of such notice of exercise. The number of Option Shares are purchased, to be purchased by each Underwriter agrees, severally and not jointly, to purchase that portion of shall be determined by multiplying the number of Option Shares as to which such election shall have been exercised (subject to adjustment to eliminate fractional shares) determined by multiplying such number of Option Shares be sold by a fraction fraction, the numerator of which is the maximum number of Option Firm Shares which to be purchased by such Underwriter is entitled to purchase as set forth opposite the its name of such Underwriter in Schedule A hereto and the denominator of which is the maximum total number of Firm Shares (subject to such adjustments to eliminate any fractional share purchases as you in your absolute discretion may make). The manner of payment for and delivery of the Option Shares which all shall be the same as for the Firm Shares as specified in the preceding paragraph. You have advised the Company that each Underwriter has authorized you to accept delivery of its Shares, to make payment and to receipt therefor. You, individually and not as the Representative of the Underwriters are entitled to purchase hereunder. The time and date at which certificates Underwriters, may make payment for Option any Shares are to be delivered purchased by any Underwriter whose funds shall be determined not have been received by you by the Representatives but shall not be earlier than two First Closing Date or later than ten full business days after the exercise of such option, and shall not in any event be prior to the Closing Date. If the date of exercise of the option is three or more full days before the Second Closing Date, the notice of exercise shall set the Closing Date as the Option Closing Datecase may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any obligation hereunder.

Purchase, Sale and Delivery of Shares. (a) On the basis of the representations, representations and warranties and covenants herein contained herein, and subject to the terms and conditions herein set forth, the Company agrees to sell to each Underwriter and each Underwriter agreesUnderwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from the Company, respectively, at a purchase price per share of $________ 5.00 per shareShare, the number of Firm Shares set forth opposite the name of each Underwriter in Schedule A hereto, hereto (subject to adjustments adjustment as provided in accordance with Section 8 hereof10). In addition, on the basis Delivery of the representations, warranties and covenants herein contained and subject to the terms and conditions herein set forth, the Company hereby grants to the several Underwriters an option to purchase, at their election, up to 375,000 Option Shares at the same price per share as set forth definitive certificates for the Firm Shares in to be purchased by the paragraph above, for the sole purpose of covering overallotments in the sale Underwriters pursuant to this Section 3 shall be made against payment of the Firm Shares. The option granted hereby may be exercised purchase price therefor by the Underwriters by certified or official bank check in whole or in partnext day funds, but only once, and at any time upon written notice given within 30 days after payable to the date of this Agreement, by you, as Representatives order of the several UnderwritersCompany at the offices of Capital West Securities, to Inc., 211 X. Xxxxxxxx, 00th Floor, One Xxxxxxxxxx Xxxxxx, Xxxxxxxx Xxxx, Xxxxxxxx 00000, xx at such other place as shall be agreed upon by the Company setting forth the number of Option Shares as to which the several Underwriters are exercising the option and the Company, at 9:30 a.m. on the fourth business day following the first day that Shares are traded (or at such time and date at which certificates are to be delivered. If any Option Shares are purchased, each Underwriter agrees, severally and not jointly, to purchase that portion of the number of Option Shares as to which such election payments and delivery shall have been exercised (subject postponed pursuant to adjustment to eliminate fractional shares) determined by multiplying Section 10 hereof), such number of Option Shares by a fraction the numerator of which is the maximum number of Option Shares which such Underwriter is entitled to purchase as set forth opposite the name of such Underwriter in Schedule A hereto and the denominator of which is the maximum number of Option Shares which all of the Underwriters are entitled to purchase hereunder. The time and date at which of payment and delivery being herein called the "Closing Date." The certificates for Option the Firm Shares are to be so delivered shall will be determined by made available to you at such office or at such other location as you may reasonably request for checking at least one business day prior to the Representatives but shall not Closing Date and will be earlier than in such names and denominations as you may request, such request to be made at least two or later than ten full business days after the exercise of such option, and shall not in any event be prior to the Closing Date. If the date of exercise Underwriters so elect, delivery of the option Shares may be made by credit through full fast transfer to the accounts at Depository Trust Company designated by the Underwriters. It is three understood that Capital West, individually and not as representative of the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or more full days before the Closing Date, the notice of exercise Underwriters whose check or checks shall set not have been received by Capital West prior to the Closing Date for the Firm Shares to be purchased by such Underwriter or Underwriters. Any such payment by Capital West shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereunder. After the Registration Statement becomes effective, the several Underwriters intend to offer the Firm Shares to the public as set forth in the Option Closing DateProspectus.

Purchase, Sale and Delivery of Shares. (a) On the basis of the representations, representations and warranties and covenants herein contained herein, and subject to the terms and conditions herein set forth, the Company agrees to sell to each Underwriter and each Underwriter agreesUnderwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from the Company, respectively, at a purchase price of [$________ 7.00] per shareShare less an underwriting discount of 10.0%, the number of Firm Shares set forth opposite the name of each Underwriter in Schedule SCHEDULE A hereto, hereto (subject to adjustments adjustment as provided in accordance with Section 8 hereof10). In addition, on the basis Delivery of the representations, warranties and covenants herein contained and subject to the terms and conditions herein set forth, the Company hereby grants to the several Underwriters an option to purchase, at their election, up to 375,000 Option Shares at the same price per share as set forth definitive certificates for the Firm Shares in to be purchased by the paragraph above, for the sole purpose of covering overallotments in the sale Underwriters pursuant to this Section 3 shall be made against payment of the Firm Shares. The option granted hereby may be exercised purchase price therefor by the Underwriters by certified or official bank check in whole or in partnext day funds, but only once, and at any time upon written notice given within 30 days after payable to the date of this Agreement, by you, as Representatives order of the several UnderwritersCompany at the offices of [Xxxxxxx Xxxxxxxx Securities Corporation, to 00 Xxxxx Xxxx Xxxxxx, Xxxxxxxx, Xxxxxxx 00000], or at such other place as shall be agreed upon by the Company setting forth the number of Option Shares as to which the several Underwriters are exercising the option and the Company, at 9:30 a.m. on the fourth business day following the first day that Shares are traded (or at such time and date at which certificates are to be delivered. If any Option Shares are purchased, each Underwriter agrees, severally and not jointly, to purchase that portion of the number of Option Shares as to which such election payments and delivery shall have been exercised (subject postponed pursuant to adjustment to eliminate fractional shares) determined by multiplying Section 10 hereof), such number of Option Shares by a fraction the numerator of which is the maximum number of Option Shares which such Underwriter is entitled to purchase as set forth opposite the name of such Underwriter in Schedule A hereto and the denominator of which is the maximum number of Option Shares which all of the Underwriters are entitled to purchase hereunder. The time and date at which of payment and delivery being herein called the "Closing Date." The certificates for Option the Firm Shares are to be so delivered shall will be determined by made available to you at such office or at such other location as you may reasonably request for checking at least one business day prior to the Representatives but shall not Closing Date and will be earlier than in such names and denominations as you may request, such request to be made at least two or later than ten full business days after the exercise of such option, and shall not in any event be prior to the Closing Date. If the date of exercise Underwriters so elect, delivery of the option Shares may be made by credit through full fast transfer to the accounts at Depository Trust Company designated by the Underwriters. It is three understood that Xxxxxxx, individually and not as representative of the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or more full days before the Closing Date, the notice of exercise Underwriters whose check or checks shall set not have been received by Kashner prior to the Closing Date for the Firm Shares to be purchased by such Underwriter or Underwriters. Any such payment by Xxxxxxx shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereunder. After the Registration Statement becomes effective, the several Underwriters intend to offer the Firm Shares to the public as set forth in the Option Closing DateProspectus. The information set forth in the last paragraph on the front cover page (insofar as such information relates to the Underwriters) and under "Underwriting" in any Preliminary Prospectus and in the final form of Prospectus filed pursuant to Rule 424(b) constitutes the only information furnished by the Underwriters to the Company for inclusion in any Preliminary Prospectus, the Prospectus or the Registration Statement, and you, on behalf of the Underwriters, represent and warrant to the Company that the statements made therein do not include any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make such statements, in the light of the circumstances in which they were made, not misleading.

Purchase, Sale and Delivery of Shares. (a) On the basis of the representations, warranties and covenants contained hereinagreements herein contained, and but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to each Underwriter the several Underwriters named in Schedule I hereto, and each Underwriter agreesthe Underwriters agree, severally and not jointly, to purchase from the Company, at a price of $________ per share, the number of Firm Shares set forth opposite the name of each Underwriter in Schedule A hereto, subject to adjustments in accordance with Section 8 hereof. In addition, on the basis of the representations, warranties and covenants herein contained and subject to the terms and conditions herein set forth, the Company hereby grants to the several Underwriters an option to purchase, at their election, up to 375,000 Option Shares at the same price per share as set forth for the Firm Shares in the paragraph above, for the sole purpose of covering overallotments in the sale of the Firm Shares. The option granted hereby purchase price per share to be paid by the Underwriters to the Company shall be the price per share set forth in the Pricing Agreement. Delivery of certificates for the Firm Shares to be purchased by the Underwriters and payment therefor shall be made at the offices of counsel to the Representative (or such other place as may be exercised in whole or in partagreed upon by the Company and the Representative) at such time and date, but only oncenot later than the third full business day following the first date that any of the Common Shares are released by you for sale to the public, and as you shall designate by at least 48 hours prior notice to the Company (the "First Closing Date"); provided, however, that if the Prospectus is at any time prior to the First Closing Date recirculated to the public, the First Closing Date shall occur upon written notice given within 30 days the later of the third full business day following the first date that any of the Common Shares are released by you for sale to the public or the date that is 48 hours after the date that the Prospectus has been so recirculated. Delivery of this Agreementcertificates for the Firm Shares shall be made by or on behalf of the Company to you, against payment by you of the purchase price therefor by certified or official bank checks payable in next day funds to the order of the Company. The certificates for the Shares shall be registered in such names and denominations as you shall have requested at least two full business days prior to the First Closing Date, and shall be made available for checking and packaging on the business day preceding the First Closing Date at a location in New York, New York, as may be designated by you, as Representatives . Time shall be of the several Underwritersessence, to the Company setting forth the number of Option Shares as to which the several Underwriters are exercising the option and delivery at the time and date at which certificates are place specified in this Agreement is a further condition to be delivered. If any Option Shares are purchased, each Underwriter agrees, severally and not jointly, to purchase that portion the obligations of the number of Option Shares as to which such election shall have been exercised (subject to adjustment to eliminate fractional shares) determined by multiplying such number of Option Shares by a fraction the numerator of which is the maximum number of Option Shares which such Underwriter is entitled to purchase as set forth opposite the name of such Underwriter in Schedule A hereto and the denominator of which is the maximum number of Option Shares which all of the Underwriters are entitled to purchase hereunder. The time and date at which certificates for Option Shares are to be delivered shall be determined by the Representatives but shall not be earlier than two or later than ten full business days after the exercise of such option, and shall not in any event be prior to the Closing Date. If the date of exercise of the option is three or more full days before the Closing Date, the notice of exercise shall set the Closing Date as the Option Closing DateUnderwriters.

Purchase, Sale and Delivery of Shares. (a) On the basis of the representations, warranties and covenants contained hereinagreements herein contained, and but subject to the terms and conditions herein set forth, the Company agrees to sell to each Underwriter the Underwriters, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at a purchase price of $_____________ per share, the respective number of Firm Shares as set forth in Schedule "A" attached hereto. The obligation of each Underwriter to the Company shall be to purchase from the Company that number of Firm Shares set forth opposite the name of each such Underwriter in Schedule A hereto, subject to adjustments in accordance with Section 8 hereof. In addition, on the basis of the representations, warranties and covenants herein contained and subject to the terms and conditions herein set forth, the Company hereby grants to the several Underwriters an option to purchase, at their election, up to 375,000 Option Shares at the same price per share as set forth for the Firm Shares in the paragraph above, for the sole purpose of covering overallotments in the sale of the Firm Shares. The option granted hereby may be exercised in whole or in part, but only once, and at any time upon written notice given within 30 days after the date of this Agreement, by you, as Representatives of the several Underwriters, to the Company setting forth the number of Option Shares as to which the several Underwriters are exercising the option and the time and date at which certificates are to be delivered. If any Option Shares are purchased, each Underwriter agrees, severally and not jointly, to purchase that portion of the number of Option Shares as to which such election shall have been exercised "A" attached hereto (subject to adjustment as provided in Section 10 hereof). Delivery of definitive certificates evidencing the Firm Shares to eliminate fractional shares) determined be purchased by multiplying such number the Underwriters pursuant to this Section 3 shall be made against payment of Option Shares the purchase price therefor by a fraction the numerator several Underwriters by certified or official bank check or checks drawn in next-day funds, payable to the order of which is the maximum number of Option Shares which such Underwriter is entitled to purchase as set forth opposite the name of such Underwriter in Schedule A hereto Company (and the denominator Company agrees not to deposit any such check in the bank on which it is drawn until the day following the date of which is its delivery to the maximum number of Option Shares which all Company) at the offices of the Underwriters are entitled to purchase hereunder. The Representative or such other place as may be agreed upon by the Representative and the Company, at 8:00 a.m., Los Angeles, California time, on the third (3rd) full business day following the first day that the Shares begin trading (or at such time and date at to which payment and delivery shall have been postponed pursuant to Section 10 hereof), such time and date of payment and delivery being herein called the "Closing Date." The Shares will begin trading on the day the Registration Statement is declared effective by the Commission, or if the Registration Statement is declared effective after the close of trading, then on the next trading day. The certificates for Option evidencing the Firm Shares are to be so delivered shall will be determined by made available to you at such office or such other location as you may reasonably request for checking at least one (1) full business day prior to the Representatives but shall not Closing Date and will be earlier than in such names and denominations as you may request, such request to be made at least two or later than ten (2) full business days after the exercise of such option, and shall not in any event be prior to the Closing Date. If the date of exercise Representative so elects, delivery of the option Firm Shares may be made by credit through full fast transfer to the accounts at The Depository Trust Company designated by the Representative. It is three understood that you, individually, and not as the Representative of the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or more full days before the Closing Date, the notice of exercise Underwriters whose check or checks shall set not have been received by you prior to the Closing Date for the Firm Shares to be purchased by such Underwriter or Underwriters. Any such payment by you shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereunder. The information set forth in the last paragraph on the front cover page (insofar as such information relates to the Option Closing DateUnderwriters), in the first paragraph on page 2 (concerning stabilization, penalty bids, purchases to cover short positions and over-allotment by the Underwriters), and in the third and seventh paragraphs under the caption "Underwriting", in any Preliminary Prospectus and in the final form of the Prospectus filed pursuant to Rule 424(b), constitutes the only information furnished by the Underwriters to the Company for inclusion in any Preliminary Prospectus, the Prospectus or the Registration Statement, and you, on behalf of the respective Underwriters, represent and warrant to the Company that the statements made therein do not include any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

Purchase, Sale and Delivery of Shares. (a) On the basis of the representations, warranties and covenants contained hereinagreements herein contained, and but subject to the terms and conditions herein set forth, the Company agrees and the Selling Stockholder, severally and not jointly, agree to sell to each Underwriter the Underwriters named in Schedule A hereto, and each Underwriter agreesthe Underwriters agree, severally and not jointly, to purchase from the CompanyCompany and the Selling Stockholder, respectively, 500,000 Firm Shares from the Company and 1,500,000 Firm Shares from the Selling Stockholder at a the price per share set forth in the Pricing Agreement. The obligation of $________ per shareeach Underwriter to the Company shall be to purchase from the Company that number of full shares which (as nearly as practicable, as determined by you) bears to the number of Firm Shares to be sold by the Company, the same proportion as the number of Shares set forth opposite the name of each such Underwriter in Schedule A heretohereto bears to the total number of Firm Shares to be purchased by all Underwriters under this Agreement. The obligation of each Underwriter to the Selling Stockholder shall be to purchase from the Selling Stockholder that number of full shares which (as nearly as practicable, subject as determined by you) bears to adjustments the number of Firm Shares to be sold by the Selling Stockholder, the same proportion as the number of Shares set forth opposite the name of such Underwriter in Schedule A hereto bears to the total number of Firm Shares to be purchased by all Underwriters under this Agreement. The public offering price and the purchase price shall be set forth in the Pricing Agreement. At 9:00 A.M., Chicago time, on the fourth business day, if permitted under Rule 15c6-1 under the Exchange Act (or the third business day if required under Rule 15c6-1 under the Exchange Act or unless postponed in accordance with the provisions of Section 8 hereof12), following the date the Registration Statement becomes effective (or, if the Company has elected to rely upon Rule 430A, the fourth business day, if permitted under Rule 15c6-1 under the Exchange Act (or the third business day if required under Rule 15c6-1 under the Exchange Act) after execution of the Pricing Agreement), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives and the Company, the Company and the Selling Stockholder will deliver to you at the offices of Shereff, Friedman, Hoffxxx & Xoodxxx, XXP, 919 Third Avenue, New York, New York, or through the facilities of The Depository Trust Company for the accounts of the several Underwriters, certificates representing the Firm Shares to be sold by them, respectively, against payment of the purchase price therefor by Federal or other funds immediately available to an account or accounts designated by the Company and the Selling Stockholder, respectively. Such time of delivery and payment is herein referred to as the "First Closing Date." The certificates for the Firm Shares so to be delivered will be in such denominations and registered in such names as you request by notice to the Company and the Selling Stockholder prior to 10:00 A.M., Chicago Time, on the second full business day preceding the First Closing Date, and will be made available at the Company's expense for checking and packaging by the Representatives at 10:00 A.M., Chicago Time, on the first full business day preceding the First Closing Date. Payment for the Firm Shares so to be delivered shall be made at the time and in the manner described above at the offices of Shereff, Friedman, Hoffxxx & Xoodxxx, XXP. In addition, on the basis of the representations, warranties and covenants agreements herein contained and contained, but subject to the terms and conditions herein set forth, the Company Selling Stockholder hereby grants an option to the several Underwriters an option to purchase, at their electionseverally and not jointly, up to 375,000 an aggregate of 150,000 Option Shares Shares, at the same purchase price per share as set forth to be paid for the Firm Shares in the paragraph aboveShares, for use solely in covering any overallotments made by the sole purpose of covering overallotments Underwriters in the sale and distribution of the Firm Shares. The option granted hereby hereunder may be exercised in whole or in part, but only once, and at any time upon written notice given (but not more than once) within 30 days after the date of this Agreement, the public offering upon notice by you, as Representatives of the several Underwriters, you to the Company Selling Stockholder setting forth the aggregate number of Option Shares as to which the several Underwriters are exercising the option option, the names and denominations in which the certificates for such shares are to be registered and the time and date place at which such certificates are to will be delivered. If Such time of delivery (which may not be earlier than the First Closing Date), being herein referred to as the "Second Closing Date," shall be determined by you, but if at any time other than the First Closing Date, shall not be earlier than three nor later than 10 full business days after delivery of such notice of exercise. The number of Option Shares are purchased, to be purchased by each Underwriter agrees, severally and not jointly, to purchase that portion of shall be determined by multiplying the number of Option Shares as to which be sold by the Selling Stockholder pursuant to such election shall have been exercised (subject to adjustment to eliminate fractional shares) determined by multiplying such number notice of Option Shares exercise by a fraction fraction, the numerator of which is the maximum number of Option Firm Shares which to be purchased by such Underwriter is entitled to purchase as set forth opposite the its name of such Underwriter in Schedule A hereto and the denominator of which is the maximum total number of Firm Shares (subject to such adjustments to eliminate any fractional share purchases as you in your absolute discretion may make). Certificates for the Option Shares which all of will be made available at the Underwriters are entitled to purchase hereunder. The time Company's expense for checking and date packaging at which certificates for Option Shares are to be delivered shall be determined by 10:00 A.M., Chicago Time, on the Representatives but shall not be earlier than two or later than ten first full business days after day preceding the exercise of such option, and shall not in any event be prior to the Second Closing Date. If the date The manner of exercise payment for and delivery of the option is three Option Shares shall be the same as for the Firm Shares as specified in the preceding paragraph. You have advised the Company and the Selling Stockholder that each Underwriter has authorized you to accept delivery of its Shares, to make payment and to give receipt therefor. You, individually and not as the Representatives of the Underwriters, may make payment for any Shares to be purchased by any Underwriter whose funds shall not have been received by you by the First Closing Date or more full days before the Second Closing Date, the notice of exercise shall set the Closing Date as the Option Closing Datecase may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any obligation hereunder.

Purchase, Sale and Delivery of Shares. (a) On the basis of the representations, warranties and covenants contained hereinagreements herein contained, and but subject to the terms and conditions herein set forth, the Company agrees Selling Stockholders, severally and not jointly, agree to sell to each Underwriter the Underwriters named in Schedule A hereto, and each Underwriter agreesthe Underwriters agree, severally and not jointly, to purchase from the CompanySelling Stockholders the respective number of Firm Shares set forth opposite the names of the Selling Stockholders in Schedule B hereto at the price per share set forth in the Pricing Agreement. The obligation of each Underwriter to each Selling Stockholder shall be to purchase from such Selling Stockholder the number of full shares which (as nearly as practicable, at a price of $________ per share, as determined by you) bears to the number of Firm Shares set forth opposite the name of each such Selling Stockholder in Schedule B hereto, the same proportion as the number of Shares set forth opposite the name of such Underwriter in Schedule A heretohereto bears to the total number of Firm Shares to be purchased by all Underwriters under this Agreement. The public offering price and the purchase price shall be set forth in the Pricing Agreement. At 9:00 A.M., subject to adjustments Chicago Time, on the fourth business day, if permitted under Rule 15c6-1 under the Exchange Act, (or the third business day if required under Rule 15c6-1 under the Exchange Act or unless postponed in accordance with the provisions of Section 8 hereof12) following the date the Registration Statement becomes effective (or, if the Company has elected to rely upon Rule 430A, the fourth business day, if permitted under Rule 15c6-1 under the Exchange Act, (or the third business day if required under Rule 15c6-1 under the Exchange Act) after execution of the Pricing Agreement), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives and the Company, the Selling Stockholders will deliver to you at the offices of counsel for the Company or through the facilities of The Depository Trust Company for the accounts of the several Underwriters, certificates representing the Firm Shares to be sold by them, respectively, against payment of the purchase price therefor by delivery of federal or other immediately available funds, by wire transfer or otherwise, to the Company. Such time of delivery and payment is herein referred to as the "First Closing Date." The certificates for the Firm Shares so to be delivered will be in such denominations and registered in such names as you request by notice to the Company prior to 10:00 A.M., Chicago Time, on the second business day preceding the First Closing Date, and will be made available in New York City at the Company's expense for checking and packaging in New York City by the Representatives at 10:00 A.M., Chicago Time, on the business day preceding the First Closing Date. Payment for the Firm Shares so to be delivered shall be made at the time and in the manner described above at the offices of counsel for the Underwriters. In addition, on the basis of the representations, warranties and covenants agreements herein contained and contained, but subject to the terms and conditions herein set forth, the Company Selling Stockholders hereby grants grant an option to the several Underwriters an option to purchase, at their electionseverally and not jointly, up to 375,000 an aggregate of 450,000 Option Shares Shares, at the same purchase price per share as set forth to be paid for the Firm Shares in the paragraph aboveShares, for use solely in covering any overallotments made by the sole purpose of covering overallotments Underwriters in the sale and distribution of the Firm Shares. The option granted hereby hereunder may be exercised in whole or in part, but only once, and at any time upon written notice given (but not more than once) within 30 days after the date of this Agreement, the Prospectus upon notice by you, as Representatives of the several Underwriters, you to the Company and the Selling Stockholders setting forth the aggregate number of Option Shares as to which the several Underwriters are exercising the option option, the names and denominations in which the certificates for such shares are to be registered and the time and date place at which such certificates are to will be delivered. If Such time of delivery (which may not be earlier than the First Closing Date), being herein referred to as the "Second Closing Date," shall be determined by you, but if at any time other than the First Closing Date, shall not be earlier than three nor later than 10 full business days after delivery of such notice of exercise. The number of Option Shares are purchased, to be purchased from each Selling Stockholder shall be as set forth on Schedule B hereto. The number of Option Shares to be purchased by each Underwriter agrees, severally and not jointly, to purchase that portion of shall be determined by multiplying the number of Option Shares as to which be sold by the Selling Stockholders pursuant to such election shall have been exercised (subject to adjustment to eliminate fractional shares) determined by multiplying such number notice of Option Shares exercise by a fraction fraction, the numerator of which is the maximum number of Option Firm Shares which to be purchased by such Underwriter is entitled to purchase as set forth opposite the its name of such Underwriter in Schedule A hereto and the denominator of which is the maximum total number of Firm Shares (subject to such adjustments to eliminate any fractional share purchases as you in your absolute discretion may make). Certificates for the Option Shares which all will be made available at the Company's expense for checking and packaging in New York City at 10:00 A.M., Chicago Time, on the business day preceding the Second Closing Date. The manner of payment for and delivery of the Underwriters are entitled Option Shares shall be the same as for the Firm Shares as specified in the preceding paragraph. You have advised the Company and the Selling Stockholders that each Underwriter has authorized you to purchase accept delivery of its Shares, to make payment and to receipt therefor. You, individually and not as the Representatives of the Underwriters, may make payment for any Shares to be purchased by any Underwriter whose funds shall not have been received by you by the First Closing Date or the Second Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any obligation hereunder. The time and date at which certificates for Option Shares are Company hereby engages William Blair & Company, L.L.C. to be delivered shall be determined by act as a "qualified independent undxxxxxxxx" xxxhin the Representatives but shall not be earlier than two or later than ten full business days after the exercise meaning of such option, and shall not in any event be prior to the Closing Date. If the date of exercise Rule 2720(b)(15) of the option is three or more full days before Rules of Conduct of the Closing DateNational Association of Securities Dealers, Inc. in connection with the notice pricing of exercise shall set the Closing Date as offering of the Option Closing DateShares.

Purchase, Sale and Delivery of Shares. (a) On the basis of the representations, warranties and covenants contained hereinagreements herein contained, and but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to each the Underwriter, and the Underwriter and each Underwriter agrees, severally and not jointly, agrees to purchase from the Company, at a price of $________ per share, the number of Firm Shares set forth opposite the name of each Underwriter in Schedule A hereto, subject to adjustments in accordance with Section 8 hereof. In addition, on the basis of the representations, warranties and covenants herein contained and subject to the terms and conditions herein set forth, the Company hereby grants to the several Underwriters an option to purchase, at their election, up to 375,000 Option Shares at the same price per share as set forth for the Firm Shares in the paragraph above, for the sole purpose of covering overallotments in the sale of the Firm Shares. The option granted hereby purchase price per share to be paid by the Underwriter to the Company shall be the price per share set forth in the Pricing Agreement. Delivery of certificates for the Firm Shares to be purchased by the Underwriter and payment therefor shall be made at the offices of Xxxxxx & Xxxxxx Incorporated, 000 Xxxxxxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxxxxxxx, Xxxxxxxxxx (or such other place as may be exercised in whole or in partagreed upon by the Company and the Underwriter) at such time and date, but only oncenot later than the third full business day following the first date that any of the Firm Shares are released by you for sale to the public, and as you shall designate by at least 48 hours prior written notice to the Company (the "First Closing Date"); provided, however, that if the Prospectus is at any time prior to the First Closing Date recirculated to the public, the First Closing Date shall occur upon written notice given within 30 days the later of the third full business day following the first date that any of the Firm Shares are released by you for sale to the public or the date that is 48 hours after the date that the Prospectus has been so recirculated. The Underwriter shall promptly advise the Company of this Agreementthe making of the public offering. Delivery of certificates for the Firm Shares shall be made by or on behalf of the Company to you, against payment by you of the purchase price therefor by wire transfer to an account designated by the Company. The certificates for the Firm Shares shall be registered in such names and denominations as you shall have requested in writing at least two full business days prior to the First Closing Date, and shall be made available for checking and packaging on the business day preceding the First Closing Date at a location in New York, New York, as may be designated by you, as Representatives . Time shall be of the several Underwritersessence, to the Company setting forth the number of Option Shares as to which the several Underwriters are exercising the option and delivery at the time and date at which certificates are place specified in this Agreement is a further condition to be delivered. If any Option Shares are purchased, each Underwriter agrees, severally and not jointly, to purchase that portion the obligations of the number of Option Shares as to which such election shall have been exercised (subject to adjustment to eliminate fractional shares) determined by multiplying such number of Option Shares by a fraction the numerator of which is the maximum number of Option Shares which such Underwriter is entitled to purchase as set forth opposite the name of such Underwriter in Schedule A hereto and the denominator of which is the maximum number of Option Shares which all of the Underwriters are entitled to purchase hereunder. The time and date at which certificates for Option Shares are to be delivered shall be determined by the Representatives but shall not be earlier than two or later than ten full business days after the exercise of such option, and shall not in any event be prior to the Closing Date. If the date of exercise of the option is three or more full days before the Closing Date, the notice of exercise shall set the Closing Date as the Option Closing DateUnderwriter.

Purchase, Sale and Delivery of Shares. (a) On the basis of the representations, warranties and covenants contained hereinagreements herein contained, and but subject to the terms and conditions herein set forth, the Company agrees to sell to each Underwriter the Underwriters named in Schedule A hereto, and each Underwriter agreesthe Underwriters agree, severally and not jointly, to purchase the Firm Shares from the Company, Company at a the price per share set forth in the Pricing Agreement. The obligation of $________ per share, each Underwriter to the Company shall be to purchase from the Company that number of Firm Shares set forth opposite the name of each such Underwriter in Schedule A hereto. The public offering price and the purchase price shall be set forth in the Pricing Agreement. At 9:00 A.M., subject to adjustments Chicago Time, on the fourth business day, if permitted under Rule 15c6-1 under the Exchange Act, (or the third business day if required under Rule 15c6-1 under the Exchange Act or unless postponed in accordance with the provisions of Section 8 hereof12) following the date the Registration Statement becomes effective (or, if the Company has elected to rely upon Rule 430B, the fourth business day, if permitted under Rule 15c6-1 under the Exchange Act, (or the third business day if required under Rule 15c6-1 under the Exchange Act) after execution of the Pricing Agreement), or such other time not later than ten business days after such date as shall be agreed upon by the Representative and the Company, the Company will deliver to you at the offices of counsel for the Underwriters or through the facilities of The Depository Trust Company for the accounts of the several Underwriters, uncertificated book-entry shares representing the Firm Shares to be sold by it, against payment of the purchase price therefor by delivery of federal or other immediately available funds, by wire transfer or otherwise, to the Company. Such time of delivery and payment is herein referred to as the “First Closing Date.” The uncertificated book-entry shares for the Firm Shares to be so delivered will be in such denominations and registered in such names as you request by notice to the Company prior to 10:00 A.M., Chicago Time, on the second business day preceding the First Closing Date. Payment for the Firm Shares so to be delivered shall be made at the time and in the manner described above at the offices of counsel for the Underwriters. In addition, on the basis of the representations, warranties and covenants agreements herein contained and contained, but subject to the terms and conditions herein set forth, the Company hereby grants an option to the several Underwriters an option to purchase, at their electionseverally and not jointly, up to 375,000 an aggregate of 443,479 Option Shares Shares, at the same purchase price per share as set forth to be paid for the Firm Shares in the paragraph above, for the sole purpose of covering overallotments in the sale of the Firm Shares. The option granted hereby hereunder may be exercised in whole or in part, but only once, and at any from time upon written notice given to time within 30 days after the date of this Agreement, the Prospectus first filed by you, as Representatives of the several Underwriters, Company pursuant to Rule 424(b) under the 1933 Act (the “Rule 424 Prospectus”) upon notice by you to the Company setting forth the aggregate number of Option Shares as to which the several Underwriters are exercising the option option, the names and denominations in which such shares are to be registered and the time and date place at which certificates are to such shares will be delivered. If Such time of delivery (which may not be earlier than the First Closing Date), being herein referred to as the “Second Closing Date,” shall be determined by you, but if at any time other than the First Closing Date, shall not be earlier than three nor later than 10 full business days after delivery of such notice of exercise. The number of Option Shares are purchased, to be purchased by each Underwriter agrees, severally and not jointly, to purchase that portion of shall be determined by multiplying the number of Option Shares as to which such election shall have been exercised (subject to adjustment to eliminate fractional shares) determined by multiplying such number of Option Shares be sold by a fraction fraction, the numerator of which is the maximum number of Option Firm Shares which to be purchased by such Underwriter is entitled to purchase as set forth opposite the its name of such Underwriter in Schedule A hereto and the denominator of which is the maximum total number of Firm Shares (subject to such adjustments to eliminate any fractional share purchases as you in your absolute discretion may make). The manner of payment for and delivery of the Option Shares which all shall be the same as for the Firm Shares as specified in the preceding paragraph. You have advised the Company that each Underwriter has authorized you to accept delivery of its Shares, to make payment and to acknowledge receipt therefor. You, individually and not as the Representative of the Underwriters are entitled to purchase hereunder. The time and date at which certificates Underwriters, may make payment for Option any Shares are to be delivered purchased by any Underwriter whose funds shall be determined not have been received by you by the Representatives but shall not be earlier than two First Closing Date or later than ten full business days after the exercise of such option, and shall not in any event be prior to the Closing Date. If the date of exercise of the option is three or more full days before the Second Closing Date, the notice of exercise shall set the Closing Date as the Option Closing Datecase may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any obligation hereunder.

Purchase, Sale and Delivery of Shares. (a) On the basis of the representations, warranties and covenants contained hereinagreements herein contained, and but subject to the terms and conditions herein set forth, the Company agrees to sell to each Underwriter the Underwriters named in Schedule A hereto, and each Underwriter agreesthe Underwriters agree, severally and not jointly, to purchase the Underwritten Shares from the Company, Company at a the price per share set forth in Section 2 of $________ per share, the Pricing Agreement. The obligation of each Underwriter to the Company shall be to purchase from the Company that number of Firm Underwritten Shares set forth opposite the name of each such Underwriter in Schedule A hereto. The public offering price and the purchase price shall be set forth in the Pricing Agreement. At 9:00 A.M., subject to adjustments New York Time, on the fourth business day, if permitted under Rule 15c6-1 under the Exchange Act, (or the third business day if required under Rule 15c6-1 under the Exchange Act or unless postponed in accordance with the provisions of Section 8 hereof12) following the date hereof (or, if the Company has elected to rely upon Rule 430B, the fourth business day, if permitted under Rule 15c6-1 under the Exchange Act, (or the third business day if required under Rule 15c6-1 under the Exchange Act) after execution of the Pricing Agreement), or such other time not later than ten business days after such date as shall be agreed upon by the Representative and the Company, the Company will deliver to you at the offices of counsel for the Underwriters or through the facilities of The Depository Trust Company for the accounts of the several Underwriters, certificates representing the Underwritten Shares to be sold by it, against payment of the purchase price therefor by delivery of federal or other immediately available funds, by wire transfer or otherwise, to the Company. Such time of delivery and payment is herein referred to as the “First Closing Date.” The certificates for the Underwritten Shares so to be delivered will be in such denominations and registered in such names as you request by notice to the Company prior to 10:00 A.M., New York Time, on the second business day preceding the First Closing Date, and will be made available at the Company’s expense for checking and packaging by the Representative at 10:00 A.M., New York Time, on the business day preceding the First Closing Date. If the Representative so elects, delivery of the Underwritten Shares may instead be made by credit through the full fast transfer facilities of The Depository Trust Company to the accounts designated by the Representative on behalf of the Underwriters. Payment for the Shares so to be delivered shall be made at the time and in the manner described above to an account designated by the Company prior to the First Closing Date. In addition, on the basis of the representations, warranties and covenants agreements herein contained and contained, but subject to the terms and conditions herein set forth, the Company hereby grants the Overallotment Option to the several Underwriters an option to purchase, at their electionseverally and not jointly, up to 375,000 an aggregate of 900,000 Option Shares Shares, at the same purchase price per share as set forth to be paid for the Firm Shares in the paragraph aboveUnderwritten Shares, for use solely in covering any overallotments made by the sole purpose of covering overallotments Underwriters in the sale and distribution of the Firm Underwritten Shares. The option Overallotment Option granted hereby hereunder may be exercised in whole or in part, but only once, and at any time upon written notice given (but not more than once) within 30 days after the date of this Agreement, Agreement upon notice by you, as Representatives of the several Underwriters, you to the Company setting forth the aggregate number of Option Shares as to which the several Underwriters are exercising the option option, the names and denominations in which the certificates for such shares are to be registered and the time and date place at which such certificates are to will be delivered. If Such time of delivery (which may not be earlier than the First Closing Date), being herein referred to as the “Second Closing Date,” shall be determined by you, but if at any time other than the First Closing Date, shall not be earlier than three nor later than 10 full business days after delivery of such notice of exercise. The number of Option Shares are purchased, to be purchased by each Underwriter agrees, severally and not jointly, to purchase that portion of shall be determined by multiplying the number of Option Shares as to which such election shall have been exercised (subject to adjustment to eliminate fractional shares) determined by multiplying such number of Option Shares be sold by a fraction fraction, the numerator of which is the maximum number of Option Underwritten Shares which to be purchased by such Underwriter is entitled to purchase as set forth opposite the its name of such Underwriter in Schedule A hereto and the denominator of which is the maximum total number of Underwritten Shares (subject to such adjustments to eliminate any fractional share purchases as you in your absolute discretion may make). The manner of payment for and delivery of the Option Shares which all shall be the same as for the Underwritten Shares as specified in the preceding paragraph. The Representative has advised the Company that each Underwriter has authorized the Representative to accept delivery of its Shares, to make payment and to receipt therefor. You, individually and not as the Representative of the Underwriters are entitled to purchase hereunder. The time and date at which certificates Underwriters, may make payment for Option any Shares are to be delivered purchased by any Underwriter whose funds shall be determined not have been received by you by the Representatives but shall not be earlier than two First Closing Date or later than ten full business days after the exercise of such option, and shall not in any event be prior to the Closing Date. If the date of exercise of the option is three or more full days before the Second Closing Date, the notice of exercise shall set the Closing Date as the Option Closing Datecase may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any obligation hereunder.

Purchase, Sale and Delivery of Shares. (a) On the basis of the representations, warranties and covenants contained hereinagreements herein contained, and but subject to the terms and conditions herein set forth, the Company agrees to sell to each Underwriter the Underwriters named in Schedule A hereto, and each Underwriter agreesthe Underwriters agree, severally and not jointly, to purchase the Underwritten Shares from the Company, Company at a the price per share set forth in Section 2 of $________ per share, the Pricing Agreement. The obligation of each Underwriter to the Company shall be to purchase from the Company that number of Firm Underwritten Shares set forth opposite the name of each such Underwriter in Schedule A hereto. The public offering price and the purchase price shall be set forth in the Pricing Agreement. At 9:00 A.M., subject to adjustments New York Time, on the fourth business day, if permitted under Rule 15c6-1 under the Exchange Act, (or the third business day if required under Rule 15c6-1 under the Exchange Act or unless postponed in accordance with the provisions of Section 8 hereof12) following the date hereof (or, if the Company has elected to rely upon Rule 430B, the fourth business day, if permitted under Rule 15c6-1 under the Exchange Act, (or the third business day if required under Rule 15c6-1 under the Exchange Act) after execution of the Pricing Agreement), or such other time not later than ten business days after such date as shall be agreed upon by the Representative and the Company, the Company will deliver to you at the offices of counsel for the Underwriters or through the facilities of The Depository Trust Company for the accounts of the several Underwriters, certificates representing the Underwritten Shares to be sold by it, against payment of the purchase price therefor by delivery of federal or other immediately available funds, by wire transfer or otherwise, to the Company. Such time of delivery and payment is herein referred to as the “First Closing Date.” The certificates for the Underwritten Shares so to be delivered will be in such denominations and registered in such names as you request by notice to the Company prior to 10:00 A.M., New York Time, on the second business day preceding the First Closing Date, and will be made available at the Company’s expense for checking and packaging by the Representative at 10:00 A.M., New York Time, on the business day preceding the First Closing Date. If the Representative so elects, delivery of the Underwritten Shares may instead be made by credit through the full fast transfer facilities of The Depository Trust Company to the accounts designated by the Representative on behalf of the Underwriters. Payment for the Shares so to be delivered shall be made at the time and in the manner described above to an account designated by the Company prior to the First Closing Date. In addition, on the basis of the representations, warranties and covenants agreements herein contained and contained, but subject to the terms and conditions herein set forth, the Company hereby grants the Overallotment Option to the several Underwriters an option to purchase, at their electionseverally and not jointly, up to 375,000 an aggregate of 1,086,913 Option Shares Shares, at the same purchase price per share as set forth to be paid for the Firm Shares in the paragraph aboveUnderwritten Shares, for use solely in covering any overallotments made by the sole purpose of covering overallotments Underwriters in the sale and distribution of the Firm Underwritten Shares. The option Overallotment Option granted hereby hereunder may be exercised in whole or in part, but only once, and at any time upon written notice given (but not more than once) within 30 days after the date of this Agreement, Agreement upon notice by you, as Representatives of the several Underwriters, you to the Company setting forth the aggregate number of Option Shares as to which the several Underwriters are exercising the option option, the names and denominations in which the certificates for such shares are to be registered and the time and date place at which such certificates are to will be delivered. If Such time of delivery (which may not be earlier than the First Closing Date), being herein referred to as the “Second Closing Date,” shall be determined by you, but if at any time other than the First Closing Date, shall not be earlier than three nor later than 10 full business days after delivery of such notice of exercise. The number of Option Shares are purchased, to be purchased by each Underwriter agrees, severally and not jointly, to purchase that portion of shall be determined by multiplying the number of Option Shares as to which such election shall have been exercised (subject to adjustment to eliminate fractional shares) determined by multiplying such number of Option Shares be sold by a fraction fraction, the numerator of which is the maximum number of Option Underwritten Shares which to be purchased by such Underwriter is entitled to purchase as set forth opposite the its name of such Underwriter in Schedule A hereto and the denominator of which is the maximum total number of Underwritten Shares (subject to such adjustments to eliminate any fractional share purchases as you in your absolute discretion may make). The manner of payment for and delivery of the Option Shares which all shall be the same as for the Underwritten Shares as specified in the preceding paragraph. The Representative has advised the Company that each Underwriter has authorized the Representative to accept delivery of its Shares, to make payment and to receipt therefor. You, individually and not as the Representative of the Underwriters are entitled to purchase hereunder. The time and date at which certificates Underwriters, may make payment for Option any Shares are to be delivered purchased by any Underwriter whose funds shall be determined not have been received by you by the Representatives but shall not be earlier than two First Closing Date or later than ten full business days after the exercise of such option, and shall not in any event be prior to the Closing Date. If the date of exercise of the option is three or more full days before the Second Closing Date, the notice of exercise shall set the Closing Date as the Option Closing Datecase may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any obligation hereunder.

Purchase, Sale and Delivery of Shares. (a) On the basis of the representations, representations and warranties and covenants contained hereinin, and subject to the terms and conditions herein set forthof, this Agreement, the Company agrees to sell to each the Underwriter, 71 and the Underwriter and each Underwriter agrees, severally and not jointly, agrees to purchase the Firm Shares from the Company. The purchase price for the Firm Shares will be an amount equal to the initial public offering price for the Shares as set forth in the Prospectus (the "Share Public Offering Price"), less 5% of the Share Public Offering Price. Delivery of the Firm Shares, in definitive form, and payment therefor, shall be made at 10:00 A.M., St. Louis time, on the fourth business day after the Registration Statement shall have been declared effective by the Commission, or on such later date and time as may be agreed upon in writing between the Underwriter and the Company, such day and time of delivery and payment being herein called the "Closing Date." On the Closing Date, the Firm Shares shall be delivered by the Company to the Underwriter at The Depository Trust Company in New York, New York, against payment of the purchase price therefor in funds immediately available to the order of the Company. The Company agrees to make available to the Underwriter for inspection and packaging in New York, New York, at a price of $________ per shareleast one full business day prior to the Closing Date, certificates for the number of Firm Shares set forth opposite so to be delivered in good delivery form and in such denominations and registered in such names as the name of each Underwriter shall have requested, all such requests to have been made in Schedule A hereto, subject writing at least one full business day prior to adjustments in accordance with Section 8 hereofthe Closing Date. In addition, on the basis of the representationsrepresentations and warranties herein contained, warranties and covenants herein contained and but subject to the terms and conditions herein set forth, the Company hereby grants to the several Underwriters an Underwriter the option to purchasepurchase all or a portion of the Option Shares as may be necessary to cover over-allotments, at their electionthe Share Public Offering Price, up less 5% of the Share Public Offering Price. This option may be exercised only to 375,000 Option Shares at the same price per share as set forth for the Firm Shares in the paragraph above, for the sole purpose of covering overallotments cover over-allotments in the sale of Firm Shares by the Firm SharesUnderwriter. The This option granted hereby may be exercised in whole or in part, but only once, and at any time upon (but not more than once) on or before the thirtieth day following the effective date of the Registration Statement by written notice given within 30 days after the date of this Agreement, by you, as Representatives of the several Underwriters, you to the Company setting Company. Such notice shall set forth the number of Option Shares as to which the several Underwriters are exercising the option is being exercised, and the time date and date at which certificates are to be delivered. If any Option Shares are purchasedtime, each Underwriter agrees, severally and not jointly, to purchase that portion of the number of Option Shares as to which such election shall have been exercised (subject to adjustment to eliminate fractional shares) reasonably determined by multiplying such number of Option Shares by a fraction the numerator of which is Underwriter, when the maximum number of Option Shares which such Underwriter is entitled to purchase as set forth opposite the name of such Underwriter in Schedule A hereto and the denominator of which is the maximum number of Option Shares which all of the Underwriters are entitled to purchase hereunder. The time and date at which certificates for Option Shares are to be delivered shall be determined by (such date and time being herein sometimes referred to as the Representatives but "Additional Closing Date"); provided, however, that the Additional Closing Date shall not be earlier than two or the Closing Date nor earlier than the third business day after the date on which the option shall have been exercised nor later than ten full the eighth business day after the day on which the option shall have been exercised, unless otherwise agreed by the parties. Payment for the Option Shares shall be made in immediately available funds, payable to the order of the Company, at the offices of the Company, or such other place as shall be agreed upon between us, against delivery of the Option Shares to the Underwriter through the facilities of The Depository Trust Company for the account of the Underwriter. Certificates for the Option Shares shall be in such denominations and registered in such names as requested in writing by the Underwriter at least two business days after the exercise of such option, and shall not in any event be prior to the Closing Date. If the date of exercise of the option is three or more full days before the Closing Date, the notice of exercise shall set the Closing Date as the Option Additional Closing Date.

Purchase, Sale and Delivery of Shares. (a) On the basis of the representations, warranties and covenants contained hereinagreements herein contained, and but subject to the terms and conditions herein set forth, the Company agrees to sell to each Underwriter the Underwriters named in Schedule A hereto, and each Underwriter agreesthe Underwriters agree, severally and not jointly, to purchase the Firm Shares from the Company, Company at a the price per share set forth in the Pricing Agreement. The obligation of $________ per share, each Underwriter to the Company shall be to purchase from the Company that number of Firm Shares set forth opposite the name of each such Underwriter in Schedule A hereto. The initial public offering price and the purchase price shall be set forth in the Pricing Agreement. At 9:00 A.M., subject to adjustments Chicago Time, on the fourth business day, if permitted under Rule 15c6-1 under the Exchange Act, (or the third business day if required under Rule 15c6-1 under the Exchange Act or unless postponed in accordance with the provisions of Section 8 hereof12) following the date the Registration Statement becomes effective (or, if the Company has elected to rely upon Rule 430A, the fourth business day, if permitted under Rule 15c6-1 under the Exchange Act, (or the third business day if required under Rule 15c6-1 under the Exchange Act) after execution of the Pricing Agreement), or such other time not later than ten business days after such date as shall be agreed upon by the Representative and the Company, the Company will deliver to you at the offices of counsel for the Underwriters or through the facilities of The Depository Trust Company for the accounts of the several Underwriters, certificates representing the Firm Shares to be sold by it, against payment of the purchase price therefor by delivery of federal or other immediately available funds, by wire transfer or otherwise, to the Company. Such time of delivery and payment is herein referred to as the “First Closing Date.” The certificates for the Firm Shares so to be delivered will be in such denominations and registered in such names as you request by notice to the Company prior to 10:00 A.M., Chicago Time, on the second business day preceding the First Closing Date, and will be made available at the Company’s expense for checking and packaging by the Representative at 10:00 A.M., Chicago Time, on the business day preceding the First Closing Date. Payment for the Firm Shares so to be delivered shall be made at the time and in the manner described above at the offices of counsel for the Underwriters. In addition, on the basis of the representations, warranties and covenants agreements herein contained and contained, but subject to the terms and conditions herein set forth, the Company hereby grants an option to the several Underwriters an option to purchase, at their electionseverally and not jointly, up to 375,000 an aggregate of 210,000 Option Shares Shares, at the same purchase price per share as set forth to be paid for the Firm Shares in the paragraph aboveShares, for use solely in covering any overallotments made by the sole purpose of covering overallotments Underwriters in the sale and distribution of the Firm Shares. The option granted hereby hereunder may be exercised in whole or in part, but only once, and at any time upon written notice given (but not more than once) within 30 days after the date of this Agreement, by you, as Representatives the initial public offering of the several Underwriters, Public Offering Shares upon notice by you to the Company setting forth the aggregate number of Option Shares as to which the several Underwriters are exercising the option option, the names and denominations in which the certificates for such shares are to be registered and the time and date place at which such certificates are to will be delivered. If Such time of delivery (which may not be earlier than the First Closing Date), being herein referred to as the “Second Closing Date,” shall be determined by you, but if at any time other than the First Closing Date, shall not be earlier than three nor later than 10 full business days after delivery of such notice of exercise. The number of Option Shares are purchased, to be purchased by each Underwriter agrees, severally and not jointly, to purchase that portion of shall be determined by multiplying the number of Option Shares as to which such election shall have been exercised (subject to adjustment to eliminate fractional shares) determined by multiplying such number of Option Shares be sold by a fraction fraction, the numerator of which is the maximum number of Option Firm Shares which to be purchased by such Underwriter is entitled to purchase as set forth opposite the its name of such Underwriter in Schedule A hereto and the denominator of which is the maximum total number of Firm Shares (subject to such adjustments to eliminate any fractional share purchases as you in your absolute discretion may make). Certificates for the Option Shares which all of will be made available at the Underwriters are entitled to purchase hereunder. The time Company’s expense for checking and date packaging at which certificates for Option Shares are to be delivered shall be determined by 10:00 A.M., Chicago Time, on the Representatives but shall not be earlier than two or later than ten first full business days after day preceding the exercise of such option, and shall not in any event be prior to the Second Closing Date. If the date The manner of exercise payment for and delivery of the option is three Option Shares shall be the same as for the Firm Shares as specified in the preceding paragraph. You have advised the Company that each Underwriter has authorized you to accept delivery of its Public Offering Shares, to make payment and to receipt therefor. You, individually and not as the Representative of the Underwriters, may make payment for any Public Offering Shares to be purchased by any Underwriter whose funds shall not have been received by you by the First Closing Date or more full days before the Second Closing Date, the notice of exercise shall set the Closing Date as the Option Closing Datecase may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any obligation hereunder.

Purchase, Sale and Delivery of Shares. (a) On the basis of the representations, warranties and covenants contained hereinagreements herein contained, and but subject to the terms and conditions herein set forth, the Company agrees to sell to each Underwriter the Underwriters, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at a purchase price of $________ $ per share, the respective number of Firm Shares as hereinafter set forth. The obligation of each Underwriter to the Company shall be to purchase from the Company that number of Firm Shares which is set forth opposite the name of each such Underwriter in Schedule A hereto, hereto (subject to adjustments adjustment as provided in accordance with Section 8 hereof10). In additionDelivery of definitive certificates for the Firm Shares to be purchased by the Underwriters pursuant to this Section 4 shall be made against payment of the purchase price therefor by the several Underwriters by certified or official bank check or checks drawn in next-day funds, payable to the order of the Company (and the Company agrees not to deposit any such check in the bank on which it is drawn until the day following the date of its delivery to the Company) at the offices of the Representative or such other place as may be agreed upon between the Representative and the Company, at 7:00 A.M., California time, on the third (3rd) full business day following the first day that Shares are traded (or at such time and date to which payment and delivery shall have been postponed pursuant to Section 10 hereof), such time and date of payment and delivery being herein called the "Closing Date." The certificates for the Firm Shares to be so delivered will be made available to you at such office or such other location as you may reasonably request for checking at least one (1) full business day prior to the Closing Date and will be in such names and denominations as you may request, such request to be made at least two (2) full business days prior to the Closing Date. If the Representative so elects, delivery of the Firm Shares may be made by credit through full fast transfer to the accounts at The Depository Trust Company designated by the Representative. It is understood that you, individually, and not as the Representative of the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or Underwriters whose check or checks shall not have been received by you prior to the Closing Date for the Firm Shares to be purchased by such Underwriter or Underwriters. Any such payment by you shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereunder. On the basis of the representations, warranties and covenants agreements herein contained and contained, but subject to the terms and conditions herein set forth, the Company hereby grants to the several Underwriters an Underwriters, for the purpose of covering over-allotments in connection with the distribution and sale of the Firm Shares only, a nontransferable option to purchase, at their election, purchase up to 375,000 an aggregate of 187,500 Option Shares at the same purchase price per share as set forth for the Firm Shares set forth in the paragraph above, for the sole purpose of covering overallotments in the sale of the Firm Sharesthis Section 4. The Such option granted hereby may be exercised by the Representative on behalf of the several Underwriters on one or more occasions in whole or in part, but only once, and at any time upon written notice given within 30 days part during the forty-five (45) day period after the date of this Agreementon which the Firm Shares are initially offered to the public, by you, as Representatives of the several Underwriters, giving written notice to the Company setting forth the Company. The number of Option Shares as to which the several Underwriters are exercising the option and the time and date at which certificates are to be delivered. If any Option Shares are purchased, purchased by each Underwriter agrees, severally and not jointly, to purchase that portion upon the exercise of such option shall be the same proportion of the total number of Option Shares to be purchased as to which such election shall have been exercised (subject to adjustment to eliminate fractional shares) determined by multiplying such the number of Option Firm Shares purchased by a fraction the numerator of which is the maximum number of Option Shares which such Underwriter is entitled to purchase as (set forth opposite the name of such Underwriter in Schedule A hereto hereto) bears to the total number of Firm Shares purchased by the several Underwriters (set forth in Schedule A hereto), adjusted by the Representative in such manner as to avoid fractional shares. Delivery of definitive certificates for the Option Shares to be purchased by the several Underwriters pursuant to the exercise of the option granted by this Section 4 shall be made against payment of the purchase price therefor by the several Underwriters by certified or official bank check or checks drawn in next-day funds, payable to the order of the Agent (and the denominator Agent agrees not to deposit any such check in the bank on which it is drawn until the day following the date of which is its delivery). Such delivery and payment shall take place at the maximum number of Option Shares which all offices of the Underwriters are entitled to purchase hereunder. The time and date Representative, or at which certificates for Option Shares are to such other place as may be delivered shall be determined agreed upon by the Representatives but Representative and the Agent (i) on the Closing Date, if written notice of the exercise of such option is received by the Agent at least three (3) full business days prior to the Closing Date, or (ii) on a date which shall not be earlier than two or later than ten the fifth (5th) full business days after day following the date the Agent receives written notice of the exercise of such option, and shall not in any event be if such notice is received by the Agent less than three (3) full business days prior to the Closing Date. If The certificates for the Option Shares to be so delivered will be made available to you at such office or such other location as you may reasonably request for inspection at least two (2) full business days prior to the date of payment and delivery and will be in such names and denominations as you may request, such request to be made at least three (3) full business days prior to such date of payment and delivery. If the Representative so elect, delivery of the Option Shares may be made by credit through full fast transfer to the accounts at The Depository Trust Company designated by the Representative. It is understood that you, individually, and not as the Representative of the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or Underwriters whose check or checks shall not have been received by you prior to the date of payment and delivery for the Option Shares to be purchased by such Underwriter or Underwriters. Any such payment by you shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereunder. Upon exercise of the any option is three or more full days before the Closing Dateprovided for in this Section 4, the notice obligations of exercise the several Underwriters to purchase such Option Shares will be subject (as of the date hereof and as of the date of payment and delivery for such Option Shares) to the accuracy of and compliance with the representations, warranties and agreements of the Company herein, to the accuracy of the statements of the Company and officers of the Company made pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder, and to the condition that all proceedings taken at or prior to the payment date in connection with the sale and transfer of such Option Shares shall set be reasonably satisfactory in form and substance to you and to Underwriters' Counsel, and you shall have been furnished with all such documents, certificates and opinions as you may reasonably request in order to evidence the Closing Date accuracy and completeness of any of the representations, warranties or statements, the performance of any of the covenants or agreements of the Company or the compliance with any of the conditions herein contained in each case in all material respects. After the Registration Statement becomes effective, the several Underwriters intend to make an initial public offering (as such term is described in Section 12 hereof) of the Option Closing DateFirm Shares at an initial public offering price of $ per share. After the initial public offering, the several Underwriters may, in their discretion, vary the public offering price.

Purchase, Sale and Delivery of Shares. (a) On the basis of the representations, warranties and covenants contained hereinagreements herein contained, and but subject to the terms and conditions herein set forth, the Company agrees Selling Stockholders listed on Schedule B hereto, severally and not jointly, agree to sell to each Underwriter the Underwriters named in Schedule A hereto, and each Underwriter agreesthe Underwriters agree, severally and not jointly, to purchase from the CompanySelling Stockholders the respective number of Firm Shares set forth opposite the names of the Selling Stockholders in Schedule B hereto at the price per share set forth in the Pricing Agreement. The obligation of each Underwriter to each Selling Stockholder shall be to purchase from such Selling Stockholder the number of full shares which (as nearly as practicable, at a price of $________ per share, the as determined by you) bears to that number of Firm Shares set forth opposite the name of each such Selling Stockholder in Schedule B hereto, the same proportion as the number of Shares set forth opposite the name of such Underwriter in Schedule A heretohereto bears to the total number of Firm Shares to be purchased by all Underwriters under this Agreement. The initial public offering price and the purchase price shall be set forth in the Pricing Agreement. At 9:00 a.m., subject Chicago Time, on the third full business day after the date of this Agreement, the Custodian will deliver to adjustments you at the offices of counsel for the Underwriters or through the facilities of The Depository Trust Company for the accounts of the several Underwriters, certificates representing the Firm Shares to be sold by them, respectively, against payment of the purchase price therefor by certified or bank cashier's checks in accordance with Section 8 hereofChicago Clearing House funds (next-day funds) payable, as appropriate, to the order of the Selling Stockholders. Such time of delivery and payment is herein referred to as the "First Closing Date." The certificates for the Firm Shares so to be delivered will be in such denominations and registered in such names as you request by notice to the Company and the Custodian prior to 10:00 a.m., Chicago Time, on the second full business day preceding the First Closing Date, and will be made available at the Selling Stockholders' expense for checking and packaging by the Representatives at 10:00 a.m., Chicago Time, on the first full business day preceding the First Closing Date. Payment for the Firm Shares so to be delivered shall be made at the time and in the manner described above at the offices of counsel for the Underwriters. In addition, on the basis of the representations, warranties and covenants agreements herein contained and contained, but subject to the terms and conditions herein set forth, the Company Selling Stockholders listed on Schedule B, severally and not jointly, hereby grants grant an option to the several Underwriters an option to purchase, at their electionseverally and not jointly, up to 375,000 an aggregate of 165,000 Option Shares Shares, at the same purchase price per share as set forth to be paid for the Firm Shares in the paragraph aboveShares, for use solely in covering any overallotments made by the sole purpose of covering overallotments Underwriters in the sale and distributions of the Firm Shares. The option granted hereby hereunder may be exercised in whole or in part, but only once, and at any time upon written notice given (but not more than once) within 30 days after the date of this Agreement, the initial public offering upon notice by you, as Representatives of the several Underwriters, you to the Company and the Agent setting forth the aggregate number of Option Shares as to which the several Underwriters are exercising the option option, the names and denominations in which the certificates for such shares are to be registered and the time and date place at which such certificates will be delivered. Such time of delivery (which may not be earlier than the First Closing Date), being herein referred to as the "Second Closing Date," shall be determined by you, but if at any time other than the First Closing Date, shall not be earlier than three nor later than 10 full business days after delivery of such notice of exercise. The number of Option Shares to be purchased from each such Selling Stockholder is set forth in Schedule B hereto. If less than all of the Option Shares are to be delivered. If any Option Shares are purchased, each Underwriter agrees, severally and not jointly, to purchase that portion of the number of Option Shares as which are to which such election be purchased from each Selling Stockholder shall have been exercised be the product of (subject to adjustment to eliminate fractional sharesA) determined by multiplying such the aggregate number of Option Shares to be purchased by a fraction the Underwriters multiplied by (B) the fraction, the numerator of which is the maximum number of Option Shares which such Underwriter is entitled Selling Stockholder has agreed to purchase as set forth opposite the name of such Underwriter in Schedule A hereto sell and the denominator of which is the maximum number of Option Shares which all of the Underwriters are entitled to purchase hereunderShares. The time and date at which certificates for number of Option Shares are to be delivered purchased by each Underwriter shall be determined by multiplying the Representatives but shall not number of Option Shares to be earlier than two or later than ten sold by the Selling Stockholders pursuant to such notice of exercise by a fraction, the numerator of which is the number of Firm Shares to be purchased by such Underwriter as set forth opposite its name in Schedule A and the denominator of which is the total number of Firm Shares (subject to such adjustments to eliminate any fractional share purchases as you in your absolute discretion may make). Certificates for the Option Shares will be made available at the Selling Stockholders' expense for checking and packaging at 10:00 a.m., Chicago Time, on the first full business days after day preceding the exercise of such option, and shall not in any event be prior to the Second Closing Date. If the date The manner of exercise payment for and delivery of the option is three Option Shares shall be the same as for the Firm Shares as specified in the preceding paragraph. You have advised the Selling Stockholders that each Underwriter has authorized you to accept delivery of its Shares, to make payment and to receipt therefor. You, individually and not as the Representatives of the Underwriters, may make payment for any Shares to be purchased by any Underwriter whose funds shall not have been received by you by the First Closing Date or more full days before the Second Closing Date, the notice of exercise shall set the Closing Date as the Option Closing Datecase may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any obligation hereunder.

Purchase, Sale and Delivery of Shares. (a) On the basis of the representations, warranties and covenants contained hereinagreements herein contained, and but subject to the terms and conditions herein set forth, the Company agrees to sell to each Underwriter the Underwriters named in Schedule A hereto, and each Underwriter agreesthe Underwriters agree, severally and not jointly, to purchase the Firm Shares from the Company, Company at a the price per share set forth in the Pricing Agreement. The obligation of $________ per share, each Underwriter to the Company shall be to purchase from the Company the number of Firm Shares set forth opposite the name of each such Underwriter in Schedule A hereto. The public offering price and the purchase price shall be set forth in the Pricing Agreement. At 9:00 A.M., subject to adjustments New York Time, on the fourth business day, if permitted under Rule 15c6-1 under the Exchange Act, (or the third business day if required under Rule 15c6-1 under the Exchange Act or unless postponed in accordance with the provisions of Section 8 hereof12) following the date the Registration Statement becomes effective (or, if the Company has elected to rely upon Rule 430A, the fourth business day, if permitted under Rule 15c6-1 under the Exchange Act, (or the third business day if required under Rule 15c6-1 under the Exchange Act) after execution of the Pricing Agreement), or such other time not later than ten business days after such date as shall be agreed upon by the Representative and the Company, the Company will deliver to you at the offices of counsel for the Underwriters or through the facilities of The Depository Trust Company for the accounts of the several Underwriters, certificates representing the Firm Shares to be sold by it, against payment of the purchase price therefor by delivery of federal or other immediately available funds, by wire transfer or otherwise, to the Company. Such time of delivery and payment is herein referred to as the “First Closing Date.” The certificates for the Firm Shares so to be delivered will be in such denominations and registered in such names as you request by notice to the Company prior to 10:00 A.M., New York Time, on the second business day preceding the First Closing Date, and will be made available at the Company’s expense for checking and packaging by the Representative at 10:00 A.M., New York Time, on the business day preceding the First Closing Date. Payment for the Firm Shares so to be delivered shall be made at the time and in the manner described above at the offices of counsel for the Underwriters. In addition, on the basis of the representations, warranties and covenants agreements herein contained and contained, but subject to the terms and conditions herein set forth, the Company hereby grants an option to the several Underwriters an option to purchase, at their electionseverally and not jointly, up to 375,000 an aggregate of 750,000 Option Shares Shares, at the same purchase price per share as set forth to be paid for the Firm Shares in the paragraph aboveShares, for use solely in covering any overallotments made by the sole purpose of covering overallotments Underwriters in the sale and distribution of the Firm Shares. The option granted hereby hereunder may be exercised in whole or in part, but only once, and at any time upon written notice given (but not more than once) within 30 days after the date of this Agreement, the public offering upon notice by you, as Representatives of the several Underwriters, you to the Company setting forth the aggregate number of Option Shares as to which the several Underwriters are exercising the option option, the names and denominations in which the certificates for such shares are to be registered and the time and date place at which such certificates are to will be delivered. If Such time of delivery (which may not be earlier than the First Closing Date), being herein referred to as the “Second Closing Date,” shall be determined by you, but if at any time other than the First Closing Date, shall not be earlier than three nor later than 10 full business days after delivery of such notice of exercise. The number of Option Shares are purchased, to be purchased by each Underwriter agrees, severally and not jointly, to purchase that portion of shall be determined by multiplying the number of Option Shares as to which such election shall have been exercised (subject to adjustment to eliminate fractional shares) determined by multiplying such number of Option Shares be sold by a fraction fraction, the numerator of which is the maximum number of Option Firm Shares which to be purchased by such Underwriter is entitled to purchase as set forth opposite the its name of such Underwriter in Schedule A hereto and the denominator of which is the maximum total number of Firm Shares (subject to such adjustments to eliminate any fractional share purchases as you in your absolute discretion may make). Certificates for the Option Shares which all of will be made available at the Underwriters are entitled to purchase hereunder. The time Company’s expense for checking and date packaging at which certificates for Option Shares are to be delivered shall be determined by 10:00 A.M., New York Time, on the Representatives but shall not be earlier than two or later than ten first full business days after day preceding the exercise of such option, and shall not in any event be prior to the Second Closing Date. If the date The manner of exercise payment for and delivery of the option is three Option Shares shall be the same as for the Firm Shares as specified in the preceding paragraph. You have advised the Company that each Underwriter has authorized you to accept delivery of its Shares and to make payment and deliver a receipt therefor. You, individually and not as the Representative of the Underwriters, may make payment for any Shares to be purchased by any Underwriter whose funds shall not have been received by you by the First Closing Date or more full days before the Second Closing Date, the notice of exercise shall set the Closing Date as the Option Closing Datecase may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any obligation hereunder.

Purchase, Sale and Delivery of Shares. (a) On the basis of the representations, warranties and covenants contained hereinagreements herein contained, and subject to the terms and conditions herein set forth, the Company agrees to sell to each Underwriter the Underwriters, and each Underwriter agreesthe Underwriters agree, severally and not jointly, to purchase from the Company, at a purchase price of $________ 42.00 per share, the respective numbers of Firm Shares set forth opposite the names of the Underwriters in Schedule A hereto. In addition, upon written notice from the Representative given to the Company from time to time not more than 30 days subsequent to the date of this Agreement, the Underwriters may purchase all or less than all of the Optional Shares at the purchase price per share to be paid for the Firm Shares less an amount per share equal to any dividends or distributions declared by the Company and payable on the Firm Shares but not payable on the Optional Shares. The Company agrees to sell to the Underwriters the number of Optional Shares specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Shares. Such Optional Shares shall be purchased for the account of each Underwriter in proportion to the number of Firm Shares set forth opposite the such Underwriter's name of each Underwriter in Schedule A hereto, (subject to adjustments in accordance with Section 8 hereofadjustment to eliminate fractions). In addition, on the basis of the representations, warranties and covenants herein contained and subject to the terms and conditions herein set forth, the Company hereby grants to the several Underwriters an Such option to purchase, at their election, up to 375,000 Option Shares at the same price per share as set forth is granted for the Firm Shares in the paragraph above, for the sole purpose of covering overallotments over-allotments in connection with the sale of the Firm Shares. The option granted hereby right to purchase the Optional Shares or any portion thereof may be exercised in whole or in part, but only once, from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon written notice given within 30 days after by the date of this Agreement, by you, as Representatives of the several Underwriters, Representative to the Company setting forth the number of Option Shares as to which the several Underwriters are exercising the option and the time and date at which certificates are to be delivered. If any Option Shares are purchased, each Underwriter agrees, severally and not jointly, to purchase that portion of the number of Option Shares as to which such election shall have been exercised (subject to adjustment to eliminate fractional shares) determined by multiplying such number of Option Shares by a fraction the numerator of which is the maximum number of Option Shares which such Underwriter is entitled to purchase as set forth opposite the name of such Underwriter in Schedule A hereto and the denominator of which is the maximum number of Option Shares which all of the Underwriters are entitled to purchase hereunderCompany. The time and date at of delivery and payment shall be, with respect to the Firm Shares, 10:00 a.m., New York time, on May 2, 2005 or such other time and date as the Representative and the Company may agree upon in writing, and with respect to the Optional Shares, 10:00 a.m., New York time, on the date specified by the Representative in the written notice given by the Representative of the Underwriters' election to purchase such Optional Shares, or such other time and date as the Representative and the Company may agree upon in writing. The time and date for delivery of the Firm Shares is herein called the "FIRST CLOSING DATE". Each time for the delivery of and payment for the Optional Shares, the "OPTIONAL CLOSING DATE", which certificates for Option Shares are to may be delivered the First Closing Date, shall be determined by the Representatives Representative but shall be not be earlier than two or later than ten five full business days after written notice of election to purchase Optional Shares is given. Each such date for delivery is herein called a "CLOSING DATE". The Shares to be purchased by each Underwriter on the exercise applicable Closing Date, shall be registered in such names as the Representative may request upon at least forty-eight hours' prior notice to the Company and shall be delivered by or on behalf of the Company to the Representative, through the facilities of the Depository Trust Company ("DTC"), for the account of such optionUnderwriter, against payment by or on behalf of such Underwriter of the purchase price therefor by wire transfer of Federal (same-day) funds to the account specified by the Company to the Representative at least forty-eight hours in advance. The Company will cause the certificates representing the Shares to be made available for checking and shall not in any event be packaging at least twenty-four hours prior to the Closing Date. If the date of exercise of the option is three or more full days before the Closing Date, the notice of exercise shall set the applicable Closing Date as with respect thereto at the Option Closing Dateoffice of DTC or its designated custodian.

Purchase, Sale and Delivery of Shares. (a) On the basis of the representations, warranties and covenants contained hereinagreements herein contained, and but subject to the terms and conditions herein set forth, the Company agrees to sell to each the Underwriter and each the Underwriter agrees, severally and not jointly, agrees to purchase from the Company 2,000,000 Firm Shares from the Company at the price per share set forth in the Pricing Agreement. The initial public offering price and the purchase price shall be set forth in the Pricing Agreement. At 9:00 A.M., Chicago Time, on the fourth business day, if permitted under Rule 15c6-1 under the Exchange Act, (or the third business day if required under Rule 15c6-1 under the Exchange Act) following the date the Registration Statement becomes effective (or, if the Company has elected to rely upon Rule 430A, the fourth business day, if permitted under Rule 15c6-1 under the Exchange Act, (or the third business day if required under Rule 15c6-1 under the Exchange Act) after execution of the Pricing Agreement), or such other time not later than ten business days after such date as shall be agreed upon by the Underwriter and the Company, the Company will deliver to you at a price the offices of $________ per sharecounsel for the Underwriter or through the facilities of The Depository Trust Company for the account of the Underwriter, certificates representing the number of Firm Shares set forth opposite against payment of the name purchase price therefor by delivery of each federal or other immediately available funds, by wire transfer or otherwise, to the Company. Such time of delivery and payment is herein referred to as the "First Closing Date." The certificates for the Firm Shares so to be delivered will be in such denominations and registered in such names as you request by notice to the Company prior to 10:00 A.M., Chicago Time, on the second business day preceding the First Closing Date, and will be made available at the Company's expense for checking and packaging by the Underwriter at 10:00 A.M., Chicago Time, on the business day preceding the First Closing Date. Payment for the Firm Shares so to be delivered shall be made at the time and in Schedule A hereto, subject to adjustments in accordance with Section 8 hereofthe manner described above at the offices of counsel for the Underwriter. In addition, on the basis of the representations, warranties and covenants agreements herein contained and contained, but subject to the terms and conditions herein set forth, the Company hereby grants to the several Underwriters an option to purchase, at their election, the Underwriter to purchase up to 375,000 an aggregate of 300,000 Option Shares Shares, at the same purchase price per share as set forth to be paid for the Firm Shares in the paragraph aboveShares, for use solely in covering any overallotments made by the sole purpose of covering overallotments Underwriter in the sale and distribution of the Firm Shares. The option granted hereby hereunder may be exercised in whole or in part, but only once, and at any time upon written notice given (but not more than once) within 30 days after the date of this Agreement, the initial public offering upon notice by you, as Representatives of the several Underwriters, you to the Company setting forth the aggregate number of Option Shares as to which the several Underwriters are Underwriter is exercising the option option, the names and denominations in which the certificates for such shares are to be registered and the time and date place at which such certificates are to will be delivered. If any Option Shares are purchasedSuch time of delivery (which may not be earlier than the First Closing Date), each Underwriter agrees, severally and not jointly, being herein referred to purchase that portion of as the number of Option Shares as to which such election shall have been exercised (subject to adjustment to eliminate fractional shares) determined by multiplying such number of Option Shares by a fraction the numerator of which is the maximum number of Option Shares which such Underwriter is entitled to purchase as set forth opposite the name of such Underwriter in Schedule A hereto and the denominator of which is the maximum number of Option Shares which all of the Underwriters are entitled to purchase hereunder. The time and date at which certificates for Option Shares are to be delivered "Second Closing Date," shall be determined by you, but if at any time other than the Representatives but First Closing Date, shall not be earlier than two or three nor later than ten 10 full business days after the exercise delivery of such optionnotice of exercise. Certificates for the Option Shares will be made available at the Company's expense for checking and packaging at 10:00 A.M., and shall not in any event be prior to Chicago Time, on the business day preceding the Second Closing Date. If the date The manner of exercise payment for and delivery of the option is three or more full days before Option Shares shall be the Closing Date, same as for the notice of exercise shall set Firm Shares as specified in the Closing Date as the Option Closing Datepreceding paragraph.

Purchase, Sale and Delivery of Shares. (a) On the basis of the representations, warranties and covenants contained hereinagreements herein contained, and but subject to the terms and conditions herein set forth, the Company agrees to sell to each Underwriter the Underwriters, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at a purchase price of $________ per share, the respective number of Firm Shares as hereinafter set forth. The obligation of each Underwriter to the Company shall be to purchase from the Company that number of Firm Shares which is set forth opposite the name of each such Underwriter in Schedule A hereto, hereto (subject to adjustments adjustment as provided in accordance with Section 8 hereof11). In additionDelivery of definitive certificates for the Firm Shares to be purchased by the Underwriters pursuant to this Section 5 shall be made against payment of the purchase price therefor by the several Underwriters by wire transfer of immediately available funds to an account designated by the Company, at the offices of Cruttenden Roth Xxxorporated or such other place as may be agreed upon among the Representatives and the Company, at 7:00 A.M., California time, on the third (3rd) full business day following the first day that Shares are traded (or at such time and date to which payment and delivery shall have been postponed pursuant to Section 11 hereof), such time and date of payment and delivery being herein called the "Closing Date." The certificates for the Firm Shares to be so delivered will be made available to you at such office or such other location as you may reasonably request for checking at least one (1) full business day prior to the Closing Date and will be in such names and denominations as you may request, such request to be made at least two (2) full business days prior to the Closing Date. If the Representatives so elect, delivery of the Firm Shares may be made by credit through full fast transfer to the accounts at The Depository Trust Company designated by the Representatives. It is understood that you, individually, and not as the Representatives of the several Underwriters, may (but shall not be obligated unless required under Section 11 to) make payment of the purchase price on behalf of any Underwriter or Underwriters whose wire transfer of funds shall not have been received by you prior to the Closing Date for the Firm Shares to be purchased by such Underwriter or Underwriters. Any such payment by you shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereunder. On the basis of the representations, warranties and covenants agreements herein contained and contained, but subject to the terms and conditions herein set forth, the Company hereby grants to the several Underwriters an Underwriters, for the purpose of covering over-allotments in connection with the distribution and sale of the Firm Shares only, a nontransferable option to purchase, at their election, purchase up to 375,000 an aggregate of 570,000 Option Shares at the same purchase price per share as set forth for the Firm Shares set forth in the paragraph above, for the sole purpose of covering overallotments in the sale of the Firm Sharesthis Section 5. The Such option granted hereby may be exercised by the Representatives on behalf of the several Underwriters on one occasion in whole or in part, but only once, and at any time upon written notice given within 30 days part during the forty-five (45) day period after the date of this Agreementon which the Firm Shares are initially offered to the public, by giving written notice to the Company. The number of Option Shares to be purchased by each Underwriter upon the exercise of such option shall be the same proportion of the total number of Option Shares to be purchased as the number of Firm Shares purchased by such Underwriter (set forth in Schedule A hereto) bears to the total number of Firm Shares purchased by the several Underwriters (set forth in Schedule A hereto), adjusted by the Representatives in such manner selected by them as to avoid fractional shares. Delivery of definitive certificates for the Option Shares to be purchased by the several Underwriters pursuant to the exercise of the option granted by this Section 5 shall be made against payment of the purchase price therefor by the several Underwriters by wire transfer of immediately available funds to an account designated by the Company. Such delivery and payment shall take place at the offices of Cruttenden Roth Xxxorporated, or at such other place as may be agreed upon by the Representatives and the Company (i) on the Closing Date, if written notice of the exercise of such option is received by the Company at least three (3) full business days prior to the Closing Date, or (ii) on a date which shall be during the 45 day period after the date on which the Firm Shares are initially offered to the public and which shall not be later than the fifth (5th) full business day following the date the Company receives written notice of the exercise of such option, if such notice is received by the Company less than three (3) full business days prior to the Closing Date. The certificates for the Option Shares to be so delivered will be made available to you at such office or such other location as you may reasonably request for inspection at least two (2) full business days prior to the date of payment and delivery and will be in such names and denominations as you may request, such request to be made at least three (3) full business days prior to such date of payment and delivery. If the Representatives so elect, delivery of the Option Shares may be made by credit through full fast transfer to the accounts at The Depository Trust Company designated by the Representatives. It is understood that you, individually, and not as the Representatives of the several Underwriters, to the Company setting forth the number of Option Shares as to which the several Underwriters are exercising the option and the time and date at which certificates are to be delivered. If any Option Shares are purchased, each Underwriter agrees, severally and not jointly, to purchase that portion of the number of Option Shares as to which such election shall have been exercised may (subject to adjustment to eliminate fractional shares) determined by multiplying such number of Option Shares by a fraction the numerator of which is the maximum number of Option Shares which such Underwriter is entitled to purchase as set forth opposite the name of such Underwriter in Schedule A hereto and the denominator of which is the maximum number of Option Shares which all of the Underwriters are entitled to purchase hereunder. The time and date at which certificates for Option Shares are to be delivered shall be determined by the Representatives but shall not be earlier than two obligated unless required under Section 11 to) make payment of the purchase price on behalf of any Underwriter or later than ten full business days after the exercise Underwriters whose wire transfer of such option, and immediately available funds shall not in any event be have been received by you prior to the Closing Datedate of payment and delivery for the Option Shares to be purchased by such Underwriter or Underwriters. If Any such payment by you shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereunder. Upon exercise of any option provided for in this Section 5, the obligations of the several Underwriters to purchase such Option Shares will be subject (as of the date hereof and as of the date of exercise payment and delivery for such Option Shares) to the accuracy of and compliance with the representations, warranties and agreements of the option is three Company herein, to the accuracy of the statements of the Company and officers of the Company made pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder, and to the condition that all proceedings taken at or more full days before prior to the Closing Datepayment date in connection with the sale and transfer of such Option Shares shall be reasonably satisfactory in form and substance to you and to Underwriters' Counsel, and you shall have been furnished with all such documents, certificates and opinions as you may reasonably request in order to evidence the accuracy and completeness of any of the representations, warranties or statements, the notice performance of exercise shall set any of the Closing Date covenants or agreements of the Company or the compliance with any of the conditions herein contained in each case in all material respects. After the Registration Statement becomes effective, the several Underwriters intend to make an initial public offering (as such term is described in Section 13 hereof) of the Option Closing DateFirm Shares at an initial public offering price of $_____ per share. After the initial public offering, the several Underwriters may, in their discretion, vary the public offering price.

Purchase, Sale and Delivery of Shares. (a) On the basis of the ------------------------------------- representations, warranties and covenants contained hereinagreements herein contained, and but subject to the terms and conditions herein set forth, the Company agrees to sell to each Underwriter the Underwriters, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at a purchase price of $________ per share, the respective number of Firm Shares as hereinafter set forth opposite the name forth. The obligation of each Underwriter in Schedule A hereto, subject to adjustments in accordance with Section 8 hereof. In addition, on the basis of the representations, warranties and covenants herein contained and subject to the terms and conditions herein set forth, the Company hereby grants to the several Underwriters an option to purchase, at their election, up to 375,000 Option Shares at the same price per share as set forth for the Firm Shares in the paragraph above, for the sole purpose of covering overallotments in the sale of the Firm Shares. The option granted hereby may be exercised in whole or in part, but only once, and at any time upon written notice given within 30 days after the date of this Agreement, by you, as Representatives of the several Underwriters, to the Company setting forth shall be to purchase from the Company that number of Option Firm Shares as to which the several Underwriters are exercising the option and the time and date at which certificates are to be delivered. If any Option Shares are purchased, each Underwriter agrees, severally and not jointly, to purchase that portion of the number of Option Shares as to which such election shall have been exercised (subject to adjustment to eliminate fractional shares) determined by multiplying such number of Option Shares by a fraction the numerator of which is the maximum number of Option Shares which such Underwriter is entitled to purchase as set forth opposite the name of such Underwriter in Schedule A hereto (subject to adjustment as provided in Section 11). Delivery of definitive certificates for the Firm Shares to be purchased by the Underwriters pursuant to this Section 5 shall be made against payment of the purchase price therefor by the several Underwriters by certified or official bank check or checks drawn in next-day funds, payable to the order of the Company (and the denominator Company agrees not to deposit any such check in the bank on which it is drawn until the day following the date of which is its delivery to the maximum number of Option Shares which all Company) at the offices of the Underwriters Representative or such other place as may be agreed upon among the Representative and the Company, at 7:00 A.M., California time, on the third (3rd) full business day following the first day that Shares are entitled to purchase hereunder. The traded (or at such time and date at to which payment and delivery shall have been postponed pursuant to Section 11 hereof), such time and date of payment and delivery being herein called the "Closing Date." The certificates for Option the Firm Shares are to be so delivered shall will be determined by made available to you at such office or such other location as you may reasonably request for checking at least one (1) full business day prior to the Representatives but shall not Closing Date and will be earlier than in such names and denominations as you may request, such request to be made at least two or later than ten (2) full business days after the exercise of such option, and shall not in any event be prior to the Closing Date. If the Representative so elects, delivery of the Firm Shares may be made by credit through full fast transfer to the accounts at The Depository Trust Company designated by the Representative. It is understood that you, individually, and not as the Representative of the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or Underwriters whose check or checks shall not have been received by you prior to the Closing Date for the Firm Shares to be purchased by such Underwriter or Underwriters. Any such payment by you shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereunder. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Selling Shareholders hereby grant to the several Underwriters, for the purpose of covering over-allotments in connection with the distribution and sale of the Firm Shares only, a nontransferable option to purchase, in the respective amounts set forth on the Schedule B, up to an aggregate of 143,750 Option Shares at the purchase price per share for the Firm Shares set forth in this Section 5. Such option may be exercised by the Representative on behalf of the several Underwriters on one or more occasions in whole or in part during the forty-five (45) day period after the date on which the Firm Shares are initially offered to the public, by giving written notice to the Company and the Agent. The number of Option Shares to be purchased by each Underwriter upon the exercise of such option shall be the same proportion of the total number of Option Shares to be purchased as the number of Firm Shares purchased by such Underwriter (set forth in Schedule A hereto) bears to the total number of Firm Shares purchased by the several Underwriters (set forth in Schedule A hereto), adjusted by the Representative in such manner as to avoid fractional shares. Delivery of definitive certificates for the Option Shares to be purchased by the several Underwriters pursuant to the exercise of the option granted by this Section 5 shall be made against payment of the purchase price therefor by the several Underwriters by certified or official bank check or checks drawn in next-day funds, payable to the order of the Agent (and the Agent agrees not to deposit any such check in the bank on which it is three drawn until the day following the date of its delivery). Such delivery and payment shall take place at the offices of the Representative, or more full days before at such other place as may be agreed upon by the Representative and the Agent (i) on the Closing Date, the if written notice of the exercise shall set of such option is received by the Agent at least three (3) full business days prior to the Closing Date Date, or (ii) on a date which shall not be later than the fifth (5th) full business day following the date the Agent receives written notice of the exercise of such option, if such notice is received by the Agent less than three (3) full business days prior to the Closing Date. To the extent that the option is not exercised for the entire 143,750 Option Shares, the number of Option Shares to be sold by each Selling Shareholder shall be that number which bears the same relationship to the aggregate number of Option Shares being purchased as the maximum number of Option Closing DateShares being sold by each Selling Shareholder bears to 143,750. The certificates for the Option Shares to be so delivered will be made available to you at such office or such other location as you may reasonably request for inspection at least two (2) full business days prior to the date of payment and delivery and will be in such names and denominations as you may request, such request to be made at least three (3) full business days prior to such date of payment and delivery. If the Representative so elects, delivery of the Option Shares may be made by credit through full fast transfer to the accounts at The Depository Trust Company designated by the Representative. It is understood that you, individually, and not as the Representative of the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or Underwriters whose check or checks shall not have been received by you prior to the date of payment and delivery for the Option Shares to be purchased by such Underwriter or Underwriters. Any such payment by you shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereunder. Upon exercise of any option provided for in this Section 5, the obligations of the several Underwriters to purchase such Option Shares will be subject (as of the date hereof and as of the date of payment and delivery for such Option Shares) to the accuracy of and compliance with the representations, warranties and agreements of the Company herein, to the accuracy of the statements of the Company and officers of the Company made pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder, and to the condition that all proceedings taken at or prior to the payment date in connection with the sale and transfer of such Option Shares shall be reasonably satisfactory in form and substance to you and to Underwriters' Counsel, and you shall have been furnished with all such documents, certificates and opinions as you may reasonably request in order to evidence the accuracy and completeness of any of the representations, warranties or statements, the performance of any of the covenants or agreements of the Company or the compliance with any of the conditions herein contained in each case in all material respects. After the Registration Statement becomes effective, the several Underwriters intend to make an initial public offering (as such term is described in Section 13 hereof) of the Firm Shares at an initial public offering price of $_____ per share. After the initial public offering, the several Underwriters may, in their discretion, vary the public offering price.

Purchase, Sale and Delivery of Shares. (a) On the basis of the representations, warranties and covenants contained hereinagreements herein contained, and but subject to the terms and conditions herein set forth, the Company agrees to sell to each Underwriter and each Underwriter agrees, severally and not jointly, to purchase from the Company, at a purchase price of $________ per shareShare, the number of Firm Shares set forth opposite the name of each such Underwriter in Schedule A hereto. The Company will deliver the Purchased Shares to you for the accounts of the several Underwriters at the office of Allex & Xompany Incorporated, subject 711 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, xxainst payment of the purchase price therefor by certified or official bank check or checks or wire transfer, payable to adjustments the order of the Company in accordance with Section 8 hereof. In additionFederal (same day) funds, at 10:00 A.M., New York Time, on November __, 1996, or at such other time and date as you and the Company may determine, such time and date of delivery and payment being herein called the "First Closing Date". The certificates for the Purchased Shares to be so delivered will be made available to you at such office for checking at least one full business day prior to such Closing Date and will be in such names and denominations as you may request not less than two full business days prior to such Closing Date. On the basis of the representations, warranties and covenants agreements herein contained and contained, but subject to the terms and conditions herein set forth, the Company hereby grants to the several Underwriters an option to purchase, at their election, purchase up to 375,000 1,087,500 Option Shares at the same price per share as set forth the Underwriters shall pay for the Firm Shares Purchased Shares. Such option may be exercised only to cover over-allotments arising in the paragraph above, for the sole purpose of covering overallotments in connection with the sale of Purchased Shares by the Firm Shares. The option granted hereby may Underwriters, such exercise to be exercised in whole or in part, but only once, and at any time upon written notice given by you to the Company within 30 days after of the date of this Agreement, by you, as Representatives of the several Underwriters, to the Company hereof setting forth the number of Option Options Shares as to which the several Underwriters are exercising the option option, the denominations and names in which certificates for such Shares should be registered and the time and date place at which such certificates are to be delivered. If any Option Shares are purchased, each Underwriter agrees, severally Such time and not jointly, to purchase that portion of the number of Option Shares as to which place (unless such election shall have been exercised (subject to adjustment to eliminate fractional shares) determined by multiplying such number of Option Shares by a fraction the numerator of which time is the maximum number of Option Shares which such Underwriter is entitled First Closing Date), herein referred to purchase as set forth opposite the name of such Underwriter in Schedule A hereto and the denominator of which is the maximum number of Option Shares which all of the Underwriters are entitled to purchase hereunder. The time and date at which certificates for Option Shares are to be delivered "Second Closing Date", shall be determined by the Representatives you but shall not be earlier than two the First Closing Date, nor earlier than three full business days or later than ten full business days after the exercise of such option. The Company will deliver Option Shares to you for the accounts of the several Underwriters against payment of the purchase price therefor by certified or official bank check or checks or wire transfer, payable to the order of the Company in Federal (same day) funds. The number of Option Shares to be purchased by each Underwriter shall be in the same proportion to the aggregate number of Option Shares purchased as the number of Purchased Shares set forth opposite the name of such Underwriter in Schedule A hereto bears to 7,250,000 shares. It is understood that you, individually and not as the Representatives of the several Underwriters, may (but shall not in be obligated to) make payment on behalf of any event Underwriter or Underwriters for Shares to be prior purchased by such Underwriter or Underwriters. Any such payment by you shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereunder. After the execution of this Agreement, the several Underwriters propose to offer the Shares to the Closing Date. If public as set forth in the date of exercise of the option is three or more full days before the Closing Date, the notice of exercise shall set the Closing Date as the Option Closing DateProspectus.

Purchase, Sale and Delivery of Shares. (a) On the basis of the representations, warranties and covenants contained hereinagreements herein contained, and but subject to the terms and conditions herein set forth, the Company agrees to sell to each Underwriter the Underwriters named in Schedule A hereto, and each Underwriter agreesthe Underwriters agree, severally and not jointly, to purchase from the Company, Company 2,500,000 Firm Shares from the Company at a the price per share set forth in the Pricing Agreement. The obligation of $________ per share, each Underwriter to the Company shall be to purchase from the Company that number of Firm Shares set forth opposite the name of each such Underwriter in Schedule A hereto. The initial public offering price and the purchase price shall be set forth in the Pricing Agreement. At 9:00 A.M., subject to adjustments Chicago Time, on the fourth business day, if permitted under Rule 15c6-1 under the Exchange Act (or the third business day if required under Rule 15c6-1 under the Exchange Act or unless postponed in accordance with the provisions of Section 8 12 hereof), following the date the Registration Statement becomes effective (or, if the Company has elected to rely upon Rule 430A, the fourth business day, if permitted under Rule 15c6-1 under the Exchange Act (or the third business day if required under Rule 15c6-1 under the Exchange Act), after execution of the Pricing Agreement), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives and the Company, the Company will deliver to you at the offices of counsel for the Company or through the facilities of The Depository Trust Company for the accounts of the several Underwriters, certificates representing the Firm Shares to be sold by the Company, against payment of the purchase price therefor by delivery of federal or other immediately available funds, by wire transfer or otherwise, to the Company. Such time of delivery and payment is herein referred to as the "First Closing Date." The certificates for the Firm Shares so to be delivered will be in such denominations and registered in such names as you request by notice to the Company prior to 10:00 A.M., Chicago Time, on the second business day preceding the First Closing Date, and will be made available at the Company's expense for checking and packaging by the Representatives at 10:00 A.M., Chicago Time, on the business day preceding the First Closing Date. Payment for the Firm Shares so to be delivered shall be made at the time and in the manner described above at the offices of counsel for the Company. In addition, on the basis of the representations, warranties and covenants agreements herein contained and contained, but subject to the terms and conditions herein set forth, the Company Selling Stockholders hereby grants grant an option to the several Underwriters an option to purchase, at their electionseverally and not jointly, up to an aggregate of 375,000 Option Shares Shares, at the same purchase price per share as set forth to be paid for the Firm Shares in the paragraph aboveShares, for use solely in covering any over-allotments made by the sole purpose of covering overallotments Underwriters in the sale and distribution of the Firm Shares. The option granted hereby hereunder may be exercised in whole or in part, but only once, and at any time upon written notice given (but not more than once) within 30 days after the date of this Agreement, the initial public offering upon notice by you, as Representatives of the several Underwriters, you to the Company and the Agents setting forth the aggregate number of Option Shares as to which the several Underwriters are exercising the option option, the names and denominations in which the certificates for such shares are to be registered and the time and date place at which such certificates are to will be delivered. If Such time of delivery (which may not be earlier than the First Closing Date), being herein referred to as the "Second Closing Date," shall be determined by you, but if at any Option Shares are purchasedtime other than the First Closing Date, each Underwriter agrees, severally and shall not jointly, to purchase that portion be earlier than three nor later than 10 full business days after delivery of the such notice of exercise. The number of Option Shares as to which such election be purchased from each Selling Stockholder shall have been exercised (subject to adjustment to eliminate fractional shares) determined by multiplying such be the number of Option Shares by a fraction the numerator of which is the maximum number of Option Shares which such Underwriter is entitled to purchase as shares set forth opposite the name of such Selling Stockholder under "Number of Option Shares to be Sold" in Schedule B hereto. If less than all Option Shares are to be purchased, the number of Option Shares to be purchased from the Selling Stockholders shall be reduced pro rata. The number of Option Shares to be purchased by each Underwriter shall be determined by multiplying the number of Option Shares to be sold by the Selling Stockholders pursuant to such notice of exercise by a fraction, the numerator of which is the number of Firm Shares to be purchased by such Underwriter as set forth opposite its name in Schedule A hereto and the denominator of which is the maximum total number of Firm Shares (subject to such adjustments to eliminate any fractional share purchases as you in your absolute discretion may make). Certificates for the Option Shares which all of will be made available at the Underwriters are entitled to purchase hereunder. The time Company's expense for checking and date packaging at which certificates for Option Shares are to be delivered shall be determined by 10:00 A.M., Chicago Time, on the Representatives but shall not be earlier than two or later than ten full business days after day preceding the exercise of such option, and shall not in any event be prior to the Second Closing Date. If the date The manner of exercise payment for and delivery of the option is three Option Shares shall be the same as for the Firm Shares as specified in the preceding paragraph, except that delivery of the Option Shares to you will be made by and payment of the purchase price therefor will be paid to the Custodian. You have advised the Company and the Selling Stockholders that each Underwriter has authorized you to accept delivery of its Shares, to make payment and to receipt therefor. You, individually and not as the Representatives of the Underwriters, may make payment for any Shares to be purchased by any Underwriter whose funds shall not have been received by you by the First Closing Date or more full days before the Second Closing Date, the notice of exercise shall set the Closing Date as the Option Closing Datecase may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any obligation hereunder.

Purchase, Sale and Delivery of Shares. (a) On the basis of the representations, warranties and covenants contained hereinagreements herein contained, and but subject to the terms and conditions herein set forth, (i) the Company agrees to sell to each Underwriter the Underwriters, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at a purchase price of $________ per share, the respective number of Firm Company Shares as hereinafter set forth opposite and (ii) the name of each Underwriter in Schedule A hereto, subject Selling Stockholder agrees to adjustments in accordance with Section 8 hereof. In addition, on the basis of the representations, warranties and covenants herein contained and subject sell to the terms and conditions herein set forth, the Company hereby grants to the several Underwriters an option to purchase, at their election, up to 375,000 Option Shares at the same price per share as set forth for the Firm Shares in the paragraph above, for the sole purpose of covering overallotments in the sale of the Firm Shares. The option granted hereby may be exercised in whole or in part, but only onceUnderwriters, and at any time upon written notice given within 30 days after the date of this Agreement, by you, as Representatives of the several Underwriters, to the Company setting forth the number of Option Shares as to which the several Underwriters are exercising the option and the time and date at which certificates are to be delivered. If any Option Shares are purchased, each Underwriter agrees, severally and not jointly, to purchase that portion from the Selling Stockholder, at a purchase price of $_____ per share, the respective number of Option Selling Stockholder Shares as hereinafter set forth. The obligation of each Underwriter to which such election the Company shall have been exercised (subject be to adjustment to eliminate fractional shares) determined by multiplying such purchase from the Company that number of Option Company Shares by a fraction the numerator of which is the maximum number of Option Shares which such Underwriter is entitled to purchase as set forth opposite the name of such Underwriter in Schedule A hereto (subject to adjustment as provided in Section 10). The obligation of each Underwriter to the Selling Stockholder shall be to purchase from the Selling Stockholder that number of Selling Stockholder Shares which is set forth opposite the name of such Underwriter in Schedule A hereto (subject to adjustment as provided in Section 10). Delivery of the Firm Shares to be purchased by the Underwriters pursuant to this Section 3 shall be made against payment of the purchase price therefor by the several Underwriters by certified or official bank check or checks drawn in same-day funds, or by wire transfer of same day funds, payable to the order of or to an account specified by the Company with regard to the Shares being purchased from the Company, and to the order of or to an account specified by the Custodian for the account of the Selling Stockholder with regard to the Shares being purchased from the Selling Stockholder, at the offices of Lowexxxxxx, Xxndler, Kohl, Fishxx & Xoylxx, X.A., 65 Lxxxxxxxxx Xxxxxx, Roseland, New Jersey 07068 (or at such other place as may be agreed upon among the Representatives and the denominator of which Company), at 7:00 A.M., San Francisco time (a) on the third (3rd) full business day following the first day that Shares are traded, (b) if this Agreement is executed and delivered after 1:30 P.M., San Francisco time, the maximum number of Option Shares which all of fourth (4th) full business day following the Underwriters are entitled to purchase hereunder. The day that this Agreement is executed and delivered, or (c) at such other time and date at which certificates for Option Shares are to be delivered shall be determined by the Representatives but shall not be earlier than two or later than ten seven (7) full business days after following the exercise first day that Shares are traded as the Representatives and the Company may determine (or at such time and date to which payment and delivery shall have been postponed pursuant to Section l0 hereof), such time and date of payment and delivery being herein called the "Closing Date;" provided, however, that if the Company has not made available to the Representatives copies of the Prospectus within the time provided in Section 4(d) hereof, the Representatives may, in their sole discretion, postpone the Closing Date until no later than two (2) full business days following delivery of copies of the Prospectus to the Representatives. Any certificates for the Firm Shares to be so delivered will be made available to you at such optionoffice or such other location including, without limitations in New York City, as you may reasonably request for checking at least one (1) full business day prior to the Closing Date and shall not will be in any event such names and denominations as you may request, such request to be made at least two (2) full business days prior to the Closing Date. If the date of exercise Representatives so elect, delivery of the option is three or more Firm Shares may be made by credit through full days before fast transfer to the Closing Dateaccounts at The Depository Trust Company designated by the Representatives. After the Registration Statement becomes effective, the notice several Underwriters intend to make an initial public offering (as such term is described in Section 11(a) hereof) of exercise shall the Firm Shares at an initial public offering price of $_____ per share. After the initial public offering, the several Underwriters may, in their discretion, vary the public offering price. The information set forth in the Closing Date last paragraph on the front cover page (insofar as such information relates to the Option Closing DateUnderwriters), on the inside front cover concerning stabilization, over-allotment and passive market making by the Underwriters, and under the caption "Underwriting" in any Preliminary Prospectus and in the Prospectus constitutes the only information furnished by the Underwriters to the Company for inclusion in any Preliminary Prospectus, the Prospectus or the Registration Statement, and you, on behalf of the respective Underwriters, represent and warrant to the Company and the Selling Stockholder that the statements made therein do not include any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

Purchase, Sale and Delivery of Shares. (a) On the basis of the representations, representations and warranties and covenants herein contained herein, and subject to the terms and conditions herein set forth, the Company agrees to sell to each Underwriter and each Underwriter agreesUnderwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from the Company, respectively, at a purchase price per share of $________________ per shareShare, the number of Firm Shares set forth opposite the name of each Underwriter in Schedule A hereto, hereto (subject to adjustments adjustment as provided in accordance with Section 8 hereof10). In addition, on the basis Delivery of the representations, warranties and covenants herein contained and subject to the terms and conditions herein set forth, the Company hereby grants to the several Underwriters an option to purchase, at their election, up to 375,000 Option Shares at the same price per share as set forth definitive certificates for the Firm Shares in to be purchased by the paragraph above, for the sole purpose of covering overallotments in the sale Underwriters pursuant to this Section 3 shall be made against payment of the Firm Shares. The option granted hereby may be exercised purchase price therefor by the Underwriters by certified or official bank check in whole or in partnext day funds, but only once, and at any time upon written notice given within 30 days after payable to the date of this Agreement, by you, as Representatives order of the several UnderwritersCompany at the offices of Capital West Securities, to Inc., 211 X. Xxxxxxxx, 00th Floor, One Xxxxxxxxxx Xxxxxx, Xxxxxxxx Xxxx, Xxxxxxxx 00000, xx at such other place as shall be agreed upon by the Company setting forth the number of Option Shares as to which the several Underwriters are exercising the option and the Company, at 9:30 a.m. on _________________________________, 1997(or at such time and date at which certificates are to be delivered. If any Option Shares are purchased, each Underwriter agrees, severally and not jointly, to purchase that portion of the number of Option Shares as to which such election payments and delivery shall have been exercised (subject postponed pursuant to adjustment to eliminate fractional shares) determined by multiplying Section 10 hereof), such number of Option Shares by a fraction the numerator of which is the maximum number of Option Shares which such Underwriter is entitled to purchase as set forth opposite the name of such Underwriter in Schedule A hereto and the denominator of which is the maximum number of Option Shares which all of the Underwriters are entitled to purchase hereunder. The time and date at which of payment and delivery being herein called the "Closing Date." The certificates for Option the Firm Shares are to be so delivered shall will be determined by made available to you at such office or at such other location as you may reasonably request for checking at least one business day prior to the Representatives but shall not Closing Date and will be earlier than in such names and denominations as you may request, such request to be made at least two or later than ten full business days after the exercise of such option, and shall not in any event be prior to the Closing Date. If the date of exercise Underwriters so elect, delivery of the option Shares may be made by credit through full fast transfer to the accounts at Depository Trust Company designated by the Underwriters. It is three understood that Capital West, individually and not as representative of the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or more full days before the Closing Date, the notice of exercise Underwriters whose check or checks shall set not have been received by Capital West prior to the Closing Date as for the Option Closing DateFirm Shares to be purchased by such Underwriter or Underwriters. Any such payment by Capital West shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereunder.

Purchase, Sale and Delivery of Shares. (a) On the basis of the representations, warranties and covenants contained hereinagreements herein contained, and but subject to the terms and conditions herein set forth, the Company agrees to sell to each Underwriter and each Underwriter agrees, severally and not jointly, to purchase from the Company, at a purchase price of $________ per shareShare, the number of Firm Shares set forth opposite the name of each such Underwriter in Schedule SCHEDULE A hereto. The Company will deliver the Purchased Shares to you for the accounts of the several Underwriters at the office of Xxxxx & Company Incorporated, subject 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, against payment of the purchase price therefor by certified or official bank check or checks in New York Clearing House funds, payable to adjustments in accordance with Section 8 hereof. In additionthe order of Princeton Video Image, Inc., at 10:00 A.M., New York Time, on December ____, 1997 or at such other time and date not later than five full business days thereafter as you and the Company may determine, such time and date of delivery and payment being herein called the "First Closing Date." The certificates for the Purchased Shares to be so delivered will be made available to you at such office for checking at least one full business day prior to such Closing Date and will be in such names and denominations as you may request in writing not less than two full business days prior to such Closing Date. On the basis of the representations, warranties and covenants agreements herein contained and contained, but subject to the terms and conditions herein set forth, the Company hereby grants to the several Underwriters an option to purchase, at their election, purchase up to 375,000 600,000 Option Shares at the same price per share as set forth the Underwriters shall pay for the Firm Shares Purchased Shares. Such option may be exercised only to cover over-allotments arising in the paragraph above, for the sole purpose of covering overallotments in connection with the sale of Purchased Shares by the Firm Shares. The option granted hereby may Underwriters, such exercise to be exercised in whole or in part, but only once, and at any time upon written notice given by you to the Company within 30 days after of the date of this Agreement, by you, as Representatives of the several Underwriters, to the Company hereof setting forth the number of Option Shares as to which the several Underwriters are exercising the option option, the denominations and names in which certificates for such Shares should be registered and the time and date place at which such certificates are to be delivered. If any Option Shares are purchased, each Underwriter agrees, severally Such time and not jointly, to purchase that portion of the number of Option Shares as to which place (unless such election shall have been exercised (subject to adjustment to eliminate fractional shares) determined by multiplying such number of Option Shares by a fraction the numerator of which time is the maximum number of Option Shares which such Underwriter is entitled First Closing Date), herein referred to purchase as set forth opposite the name of such Underwriter in Schedule A hereto and the denominator of which is the maximum number of Option Shares which all of the Underwriters are entitled to purchase hereunder. The time and date at which certificates for Option Shares are to be delivered "Second Closing Date," shall be determined by the Representatives you but shall not be earlier than two the First Closing Date, nor earlier than three full business days or later than ten full business days after the exercise of such option. The Company will deliver the Option Shares to you for the accounts of the several Underwriters against payment of the purchase price therefor by certified or official bank check or checks in New York Clearing House funds payable to the order of Princeton Video Image, Inc. The number of Option Shares to be purchased by each Underwriter shall be in the same proportion to the aggregate number of Option Shares purchased as the number of Purchased Shares set forth opposite the name of such Underwriter in SCHEDULE A hereto bears to 4,000,000. It is understood that you, individually and not as the Representatives of the several Underwriters, may (but shall not in be obligated to) make payment on behalf of any event Underwriter or Underwriters for Shares to be prior purchased by such Underwriter or Underwriters. Any such payment by you shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereunder. After the Registration Statement becomes effective, the several Underwriters propose to offer the Shares to the Closing Date. If public as set forth in the date of exercise of the option is three or more full days before the Closing Date, the notice of exercise shall set the Closing Date as the Option Closing DateProspectus.

Purchase, Sale and Delivery of Shares. (a) On the basis of the representations, warranties and covenants contained hereinagreements herein contained, and but subject to the terms and conditions herein set forth, the Company agrees to sell to each Underwriter the Underwriters named in Schedule A hereto, and each Underwriter agreesthe Underwriters agree, severally and not jointly, to purchase 3,100,000 Firm Shares from the Company, Company at a the price per share set forth in the Pricing Agreement. The obligation of $________ per share, each Underwriter to the Company shall be to purchase from the Company that number of Firm Shares set forth opposite the name of each such Underwriter in Schedule A hereto. The initial public offering price and the purchase price shall be set forth in the Pricing Agreement. At 9:00 A.M., subject to adjustments Chicago Time, on the fourth business day, if permitted under Rule 15c6-1 under the Exchange Act, (or the third business day if required under Rule 15c6-1 under the Exchange Act or unless postponed in accordance with the provisions of Section 8 hereof12) following the date the Registration Statement becomes effective (or, if the Company has elected to rely upon Rule 430A, the fourth business day, if permitted under Rule 15c6-1 under the Exchange Act, (or the third business day if required under Rule 15c6-1 under the Exchange Act) after execution of the Pricing Agreement), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives and the Company, the Company will deliver to you at the offices of counsel for the Underwriters or through the facilities of The Depository Trust Company for the accounts of the several Underwriters, certificates representing the Firm Shares to be sold by it, against payment of the purchase price therefor by delivery of federal or other immediately available funds, by wire transfer, to the Company. Such time of delivery and payment is herein referred to as the "First Closing Date." The certificates for the Firm Shares so to be delivered will be in such denominations and registered in such names as you request by notice to the Company prior to 10:00 A.M., Chicago Time, on the second business day preceding the First Closing Date, and will be made available at the Company's expense for checking and packaging by the Representatives at 10:00 A.M., Chicago Time, on the business day preceding the First Closing Date. Payment for the Firm Shares so to be delivered shall be made at the time and in the manner described above at the offices of counsel for the Underwriters. In addition, on the basis of the representations, warranties and covenants agreements herein contained and contained, but subject to the terms and conditions herein set forth, the Company hereby grants an option to the several Underwriters an option to purchase, at their electionseverally and not jointly, up to 375,000 an aggregate of 465,000 Option Shares Shares, at the same purchase price per share as set forth to be paid for the Firm Shares in the paragraph aboveShares, for use solely in covering any overallotments made by the sole purpose of covering overallotments Underwriters in the sale and distribution of the Firm Shares. The option granted hereby hereunder may be exercised in whole or in part, but only once, and at any time upon written notice given (but not more than once) within 30 days after the date of this Agreement, the initial public offering upon notice by you, as Representatives of the several Underwriters, you to the Company setting forth the aggregate number of Option Shares as to which the several Underwriters are exercising the option option, the names and denominations in which the certificates for such shares are to be registered and the time and date place at which such certificates are to will be delivered. If Such time of delivery (which may not be earlier than the First Closing Date), being herein referred to as the "Second Closing Date," shall be determined by you, but if at any time other than the First Closing Date, shall not be earlier than three nor later than 10 full business days after delivery of such notice of exercise. The number of Option Shares are purchased, to be purchased by each Underwriter agrees, severally and not jointly, to purchase that portion of shall be determined by multiplying the number of Option Shares as to which be sold by the Company pursuant to such election shall have been exercised (subject to adjustment to eliminate fractional shares) determined by multiplying such number notice of Option Shares exercise by a fraction fraction, the numerator of which is the maximum number of Option Firm Shares which to be purchased by such Underwriter is entitled to purchase as set forth opposite the its name of such Underwriter in Schedule A hereto and the denominator of which is the maximum total number of Firm Shares (subject to such adjustments to eliminate any fractional share purchases as you in your absolute discretion may make). Certificates for the Option Shares which all of will be made available at the Underwriters are entitled to purchase hereunder. The time Company's expense for checking and date packaging at which certificates for Option Shares are to be delivered shall be determined by 10:00 A.M., Chicago time, on the Representatives but shall not be earlier than two or later than ten full business days after day preceding the exercise of such option, and shall not in any event be prior to the Second Closing Date. If the date The manner of exercise payment for and delivery of the option is three Option Shares shall be the same as for the Firm Shares as specified in the preceding paragraph. You have advised the Company that each Underwriter has authorized you to accept delivery of its Shares, to make payment and to receipt therefor. You, individually and not as the Representatives of the Underwriters, may make payment for any Shares to be purchased by any Underwriter whose funds shall not have been received by you by the First Closing Date or more full days before the Second Closing Date, the notice of exercise shall set the Closing Date as the Option Closing Datecase may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any obligation hereunder.

Purchase, Sale and Delivery of Shares. (a) On the basis of the representations, warranties and covenants contained hereinagreements herein contained, and but subject to the terms and conditions herein set forth, the Company agrees to sell to each Underwriter and each Underwriter agrees, severally and not jointly, to purchase from the Company, at a purchase price of $________ per shareShare, the number of Firm Shares set forth opposite the name of each such Underwriter in Schedule A hereto. The Company will deliver the Purchased Shares to you for the accounts of the several Underwriters at the office of Allex & Xompany Incorporated, subject 711 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, xxainst payment of the purchase price therefor by certified or official bank check or checks in New York Clearing House funds, payable to adjustments in accordance with Section 8 hereof. In additionthe order of Aristo International Corporation, at 10:00 A.M., New York Time, on ____________________, 1996, or at such other time and date not later than five full business days thereafter as you and the Company may determine, such time and date of delivery and payment being herein called the "First Closing Date". The certificates for the Purchased Shares to be so delivered will be made available to you at such office for checking at least one full business day prior to such Closing Date and will be in such names and denominations as you may request not less than two full business days prior to such Closing Date. On the basis of the representations, warranties and covenants agreements herein contained and contained, but subject to the terms and conditions herein set forth, the Company hereby grants to the several Underwriters an option to purchase, at their election, purchase up to 375,000 300,000 Option Shares at the same price per share as set forth the Underwriters shall pay for the Firm Shares Purchased Shares. Such option may be exercised only to cover over-allotments arising in the paragraph above, for the sole purpose of covering overallotments in connection with the sale of Purchased Shares by the Firm Shares. The option granted hereby may Underwriters, such exercise to be exercised in whole or in part, but only once, and at any time upon written notice given by you to the Company within 30 days after of the date of this Agreement, by you, as Representatives of the several Underwriters, to the Company hereof setting forth the number of Option Options Shares as to which the several Underwriters are exercising the option option, the denominations and names in which certificates for such Shares should be registered and the time and date place at which such certificates are to be delivered. If any Option Shares are purchased, each Underwriter agrees, severally Such time and not jointly, to purchase that portion of the number of Option Shares as to which place (unless such election shall have been exercised (subject to adjustment to eliminate fractional shares) determined by multiplying such number of Option Shares by a fraction the numerator of which time is the maximum number of Option Shares which such Underwriter is entitled First Closing Date), herein referred to purchase as set forth opposite the name of such Underwriter in Schedule A hereto and the denominator of which is the maximum number of Option Shares which all of the Underwriters are entitled to purchase hereunder. The time and date at which certificates for Option Shares are to be delivered "Second Closing Date", shall be determined by the Representatives you but shall not be earlier than two or later the First Closing Date, nor earlier than ten three full business days after the exercise of such option, and shall not in any event be prior to the Closing Date. If the date of exercise of the option is three or more full days before the Closing Date, the notice of exercise shall set the Closing Date as the Option Closing Date.or

Purchase, Sale and Delivery of Shares. (a) On the basis of the representations, warranties and covenants contained hereinagreements herein contained, and but subject to the terms and conditions herein set forth, the Company agrees to sell to each Underwriter the Underwriters, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at a purchase price of $$ ____________ per shareshare (the "Purchase Price"), the respective number of Firm Shares as hereinafter set forth. The obligation of each Underwriter to the Company shall be to purchase from the Company that number of Firm Shares which is set forth opposite the name of each such Underwriter in Schedule A hereto, hereto (subject to adjustments adjustment as provided in accordance with Section 8 hereof10). In additionDelivery of definitive certificates for the Firm Shares to be purchased by the Underwriters pursuant to this Section 4 shall be made through the facilities of The Depositary Trust Company ("DTC"), for the respective accounts of the several Underwriters, against payment to the Company of the Purchase Price therefore by wire transfer of Federal or other funds immediately available in New York City. The time and date of delivery and payment for the Firm Shares shall be 7:00 A.M., California time, on the third (3rd) full business day following the first day that Shares are traded (or at such time and date to which payment and delivery shall have been postponed pursuant to Section 10 hereof), such time and date of payment and delivery being herein called the "Closing Date." The certificates for the Firm Shares to be so delivered will be made available to you at such office or such other location as you may reasonably request for checking at least one (1) full business day prior to the Closing Date and will be in such names and denominations as the Representatives may request, such request to be made at least two (2) full business days prior to the Closing Date. On the basis of the representations, warranties and covenants agreements herein contained and contained, but subject to the terms and conditions herein set forth, the Company hereby grants to the several Underwriters an option to purchase, at their election, up to 375,000 Option Shares at the same price per share as set forth for the Firm Shares in the paragraph aboveUnderwriters, for the sole purpose of covering overallotments over-allotments in connection with the distribution and sale of the Firm SharesShares only, a nontransferable option to purchase up to an aggregate of 300,000 Option Shares from the Company at the Purchase Price. The Such option granted hereby may be exercised by the Representatives on behalf of the several Underwriters on one or more occasions in whole or in part, but only once, and at any time upon written notice given within 30 days part during the forty-five (45) day period after the date of this Agreementon which the Firm Shares are initially offered to the public, by giving written notice to the Company. The number of Option Shares to be purchased by each Underwriter upon the exercise of such option shall be the same proportion of the total number of Option Shares to be purchased as the number of Firm Shares purchased by such Underwriter (set forth in Schedule A hereto) bears to the total number of Firm Shares purchased by the several Underwriters (set forth in Schedule A hereto), adjusted by the Representatives in such manner as to avoid fractional shares. Delivery of definitive certificates for the Option Shares to be purchased by the several Underwriters pursuant to the exercise of the option granted by this Section 4 shall be made through the facilities of the DTC for the respective accounts of the several Underwriters against payment of the Purchase Price therefore by wire transfer of Federal or other funds immediately available in New York City. Such delivery and payment shall take place at such place as may be agreed upon by the Representatives (i) on the Closing Date, if written notice of the exercise of such option is received by the Agent at least three (3) full business days prior to the Closing Date, or (ii) on a date which shall not be later than the fifth (5th) full business day following the date the Company receives written notice of the exercise of such option, if such notice is received by the Company less than three (3) full business days prior to the Closing Date. The certificates for the Option Shares to be so delivered will be made available to you at such office or such other location as you may reasonably request for inspection at least two (2) full business days prior to the date of payment and delivery and will be in such names and denominations as you may request, such request to be made at least three (3) full business days prior to such date of payment and delivery. It is understood that you, individually, and not as the Representatives of the several Underwriters, to the Company setting forth the number of Option Shares as to which the several Underwriters are exercising the option and the time and date at which certificates are to be delivered. If any Option Shares are purchased, each Underwriter agrees, severally and not jointly, to purchase that portion of the number of Option Shares as to which such election shall have been exercised may (subject to adjustment to eliminate fractional shares) determined by multiplying such number of Option Shares by a fraction the numerator of which is the maximum number of Option Shares which such Underwriter is entitled to purchase as set forth opposite the name of such Underwriter in Schedule A hereto and the denominator of which is the maximum number of Option Shares which all of the Underwriters are entitled to purchase hereunder. The time and date at which certificates for Option Shares are to be delivered shall be determined by the Representatives but shall not be earlier than two obligated to) make payment of the Purchase Price on behalf of any Underwriter or later than ten full business days after the exercise of such option, and Underwriters whose check or checks shall not in any event be have been received by you prior to the Closing Datedate of payment and delivery for the Firm Shares or Option Shares, as the case may be, to be purchased by such Underwriter or Underwriters. If Any such payment by you shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereunder. Upon exercise of any option provided for in this Section 4, the obligations of the several Underwriters to purchase such Option Shares will be subject (as of the date hereof and as of the date of exercise payment and delivery for such Option Shares) to the accuracy of and compliance with the representations, warranties and agreements of the option is three Company herein, to the accuracy of the statements of the Company and officers of the Company made pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder, and to the condition that all proceedings taken at or more full days before prior to the Closing Datepayment date in connection with the sale and transfer of such Option Shares shall be reasonably satisfactory in form and substance to you and to Underwriters' Counsel, and you shall have been furnished with all such documents, certificates and opinions as you may reasonably request in order to evidence the accuracy and completeness of any of the representations, warranties or statements, the notice performance of exercise shall set any of the Closing Date covenants or agreements of the Company or the compliance with any of the conditions herein contained in each case in all material respects. The Company is advised by the Representatives that the several Underwriters intend to make an initial public offering (as the Option Closing Date.such term is described

Purchase, Sale and Delivery of Shares. (a) On the basis of the representations, warranties and covenants contained hereinagreements herein contained, and but subject to the terms and conditions herein set forth, the Company agrees to sell to each Underwriter the Underwriters named in Schedule A hereto, and each Underwriter agreesthe Underwriters agree, severally and not jointly, to purchase the Firm Shares from the Company, Company at a the price per share set forth in Section 2 of $________ per share, the Pricing Agreement. The obligation of each Underwriter to the Company shall be to purchase from the Company that number of Firm Shares set forth opposite the name of each such Underwriter in Schedule A hereto. The public offering price and the purchase price shall be set forth in the Pricing Agreement. At 9:00 A.M., subject to adjustments Chicago Time, on the fourth business day, if permitted under Rule 15c6-1 under the Exchange Act, (or the third business day if required under Rule 15c6-1 under the Exchange Act or unless postponed in accordance with the provisions of Section 8 hereof12) following execution of the Pricing Agreement, or such other time not later than ten business days after such date as shall be agreed upon by the Representative and the Company, the Company will deliver to you, by credit through the full fast transfer facilities of The Depository Trust Company to the account(s) designated by the Representatives on behalf of the several Underwriters, the Firm Shares to be sold by it, against payment of the purchase price therefor by delivery of federal or other immediately available funds, by wire transfer or otherwise, to the Company and subject to any applicable Legal Requirements. Such time of delivery and payment is herein referred to as the “First Closing Date.” In lieu of such electronic delivery of some or all of the Firm Shares, one or more certificates for the portion of Firm Shares requested to be delivered in certificated form at the First Closing Date will be delivered in such denominations and registered in such names as you request by notice to the Company prior to 10:00 A.M., Chicago Time, on the second business day preceding the First Closing Date, and will be made available at the Company’s expense for checking and packaging by the Representative at 10:00 A.M., Chicago Time, on the business day preceding the First Closing Date. Subject to any applicable Legal Requirements, payment for the Shares so to be delivered shall be made at the time and in the manner described above to an account designated by the Company prior to the First Closing Date. In addition, on the basis of the representations, warranties and covenants agreements herein contained and contained, but subject to the terms and conditions herein set forth, the Company hereby grants the Overallotment Option to the several Underwriters an option to purchase, at their electionseverally and not jointly, up to 375,000 an aggregate of 726,395 Option Shares Shares, at the same purchase price per share as set forth to be paid for the Firm Shares in the paragraph aboveShares, for use solely in covering any overallotments made by the sole purpose of covering overallotments Underwriters in the sale and distribution of the Firm Shares. The option Overallotment Option granted hereby hereunder may be exercised in whole or in part, but only once, and at any time upon written notice given (but not more than once) within 30 days after the date of this Agreement, Agreement upon notice by you, as Representatives of the several Underwriters, you to the Company setting forth the aggregate number of Option Shares as to which the several Underwriters are exercising the option and Overallotment Option, the time and date at which certificates of delivery of the Option Shares (as specified below) and, if some or all of the Option Shares are to be delivered in certificated form, the names and denominations in which the certificates for such shares are to be registered and the place at which such certificates shall be delivered. If any Such time of delivery of the Option Shares are purchased(which may not be earlier than the First Closing Date), being herein referred to as the “Second Closing Date,” shall be determined by you, but if at any time other than the First Closing Date, shall not be earlier than three nor later than 10 full business days after delivery of such notice of exercise. The number of Option Shares to be purchased by each Underwriter agrees, severally and not jointly, to purchase that portion of shall be determined by multiplying the number of Option Shares as to which such election shall have been exercised (subject to adjustment to eliminate fractional shares) determined by multiplying such number of Option Shares be sold by a fraction fraction, the numerator of which is the maximum number of Option Firm Shares which to be purchased by such Underwriter is entitled to purchase as set forth opposite the its name of such Underwriter in Schedule A hereto and the denominator of which is the maximum total number of Firm Shares (subject to such adjustments to eliminate any fractional share purchases as you in your absolute discretion may make). The manner of payment for and delivery of the Option Shares which all shall be the same as for the Firm Shares as specified in the preceding paragraph. You have advised the Company that each Underwriter has authorized you to accept delivery of its Shares, to make payment and to receipt therefor. You, individually and not as the Representatives of the Underwriters are entitled to purchase hereunder. The time and date at which certificates Underwriters, may make payment for Option any Shares are to be delivered purchased by any Underwriter whose funds shall be determined not have been received by you by the Representatives but shall not be earlier than two First Closing Date or later than ten full business days after the exercise of such option, and shall not in any event be prior to the Closing Date. If the date of exercise of the option is three or more full days before the Second Closing Date, the notice of exercise shall set the Closing Date as the Option Closing Datecase may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any obligation hereunder.

Purchase, Sale and Delivery of Shares. (a) On the basis of the ------------------------------------- representations, warranties and covenants contained hereinagreements herein contained, and but subject to the terms and conditions herein set forth, the Company agrees to sell to each Underwriter the Underwriters, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at a purchase price of $________ per share, the respective number of Firm Shares as hereinafter set forth opposite the name forth. The obligation of each Underwriter in Schedule A hereto, subject to adjustments in accordance with Section 8 hereof. In addition, on the basis of the representations, warranties and covenants herein contained and subject to the terms and conditions herein set forth, the Company hereby grants to the several Underwriters an option to purchase, at their election, up to 375,000 Option Shares at the same price per share as set forth for the Firm Shares in the paragraph above, for the sole purpose of covering overallotments in the sale of the Firm Shares. The option granted hereby may be exercised in whole or in part, but only once, and at any time upon written notice given within 30 days after the date of this Agreement, by you, as Representatives of the several Underwriters, to the Company setting forth shall be to purchase from the Company that number of Option Firm Shares as to which the several Underwriters are exercising the option and the time and date at which certificates are to be delivered. If any Option Shares are purchased, each Underwriter agrees, severally and not jointly, to purchase that portion of the number of Option Shares as to which such election shall have been exercised (subject to adjustment to eliminate fractional shares) determined by multiplying such number of Option Shares by a fraction the numerator of which is the maximum number of Option Shares which such Underwriter is entitled to purchase as set forth opposite the name of such Underwriter in Schedule A hereto (subject to adjustment as provided in Section 11). Delivery of definitive certificates for the Firm Shares to be purchased by the Underwriters pursuant to this Section 5 shall be made against payment of the purchase price therefor by the several Underwriters by certified or official bank check or checks drawn in next-day funds, payable to the order of the Company (and the denominator Company agrees not to deposit any such check in the bank on which it is drawn until the day following the date of which is its delivery to the maximum number of Option Shares which all Company) at the offices of the Underwriters Representatives or such other place as may be agreed upon among the Representatives and the Company, at 7:00 A.M., California time, on the third (3rd) full business day following the first day that Shares are entitled to purchase hereunder. The traded (or at such time and date at to which payment and delivery shall have been postponed pursuant to Section 11 hereof), such time and date of payment and delivery being herein called the "Closing Date." The certificates for Option the Firm Shares are to be so delivered shall will be determined by made available to you at such office or such other location as you may reasonably request for checking at least one (1) full business day prior to the Representatives but shall not Closing Date and will be earlier than in such names and denominations as you may request, such request to be made at least two or later than ten (2) full business days after the exercise of such option, and shall not in any event be prior to the Closing Date. If the Representatives so elect, delivery of the Firm Shares may be made by credit through full fast transfer to the accounts at The Depository Trust Company designated by the Representative. It is understood that you, individually, and not as the Representatives of the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or Underwriters whose check or checks shall not have been received by you prior to the Closing Date for the Firm Shares to be purchased by such Underwriter or Underwriters. Any such payment by you shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereunder. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Selling Shareholders hereby grant to the several Underwriters, for the purpose of covering over-allotments in connection with the distribution and sale of the Firm Shares only, a nontransferable option to purchase, in the respective amounts set forth on the Schedule B, up to an aggregate of 285,000 Option Shares at the purchase price per share for the Firm Shares set forth in this Section 5. Such option may be exercised by the Representatives on behalf of the several Underwriters on one or more occasions in whole or in part during the forty-five (45) day period after the date on which the Firm Shares are initially offered to the public, by giving written notice to the Company and the Agent. The number of Option Shares to be purchased by each Underwriter upon the exercise of such option shall be the same proportion of the total number of Option Shares to be purchased as the number of Firm Shares purchased by such Underwriter (set forth in Schedule A hereto) bears to the total number of Firm Shares purchased by the several Underwriters (set forth in Schedule A hereto), adjusted by the Representatives in such manner as to avoid fractional shares. Delivery of definitive certificates for the Option Shares to be purchased by the several Underwriters pursuant to the exercise of the option granted by this Section 5 shall be made against payment of the purchase price therefor by the several Underwriters by certified or official bank check or checks drawn in next-day funds, payable to the order of the Agent (and the Agent agrees not to deposit any such check in the bank on which it is three drawn until the day following the date of its delivery). Such delivery and payment shall take place at the offices of the Representatives, or more full days before at such other place as may be agreed upon by the Representatives and the Agent (i) on the Closing Date, the if written notice of the exercise shall set of such option is received by the Agent at least three (3) full business days prior to the Closing Date Date, or (ii) on a date which shall not be later than the fifth (5th) full business day following the date the Agent receives written notice of the exercise of such option, if such notice is received by the Agent less than three (3) full business days prior to the Closing Date. To the extent that the option is not exercised for the entire 285,000 Option Shares, the number of Option Shares to be sold by each Selling Shareholder shall be that number which bears the same relationship to the aggregate number of Option Shares being purchased as the maximum number of Option Closing DateShares being sold by each Selling Shareholder bears to 285,000. The certificates for the Option Shares to be so delivered will be made available to you at such office or such other location as you may reasonably request for inspection at least two (2) full business days prior to the date of payment and delivery and will be in such names and denominations as you may request, such request to be made at least three (3) full business days prior to such date of payment and delivery. If the Representatives so elect, delivery of the Option Shares may be made by credit through full fast transfer to the accounts at The Depository Trust Company designated by the Representative. It is understood that you, individually, and not as the Representatives of the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or Underwriters whose check or checks shall not have been received by you prior to the date of payment and delivery for the Option Shares to be purchased by such Underwriter or Underwriters. Any such payment by you shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereunder. Upon exercise of any option provided for in this Section 5, the obligations of the several Underwriters to purchase such Option Shares will be subject (as of the date hereof and as of the date of payment and delivery for such Option Shares) to the accuracy of and compliance with the representations, warranties and agreements of the Company herein, to the accuracy of the statements of the Company and officers of the Company made pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder, and to the condition that all proceedings taken at or prior to the payment date in connection with the sale and transfer of such Option Shares shall be reasonably satisfactory in form and substance to you and to Underwriters' Counsel, and you shall have been furnished with all such documents, certificates and opinions as you may reasonably request in order to evidence the accuracy and completeness of any of the representations, warranties or statements, the performance of any of the covenants or agreements of the Company or the compliance with any of the conditions herein contained in each case in all material respects. After the Registration Statement becomes effective, the several Underwriters intend to make an initial public offering (as such term is described in Section 13 hereof) of the Firm Shares at an initial public offering price of $_____ per share. After the initial public offering, the several Underwriters may, in their discretion, vary the public offering price.