Common use of The Offering Clause in Contracts

The Offering. (a) The Company is commencing a shareholder rights and standby purchaser offering (the "Offering") of 16 million shares of Class A common stock, without par value, of the Company ("Class A common stock"), subject to the Company's right to increase the size of the Offering to 17.6 million shares of Class A common stock, at a price expected to be $5.00 per share. The Offering is being made to the Company's existing shareholders who will have a basic subscription right plus an oversubscription right if there are shares remaining available. (b) As part of the Offering, if and when the Registration Statement (as defined below) becomes effective, the Company will offer to standby purchasers, consisting of certain institutional investors and high net worth individuals (the "Standby Purchasers") the opportunity to purchase up to 9.6 million shares of Class A common stock, if available, after exercise of the basic subscription rights and oversubscription rights by shareholders; provided, however, that the Company will sell to such Standby Purchasers, if requested by the Standby Purchasers, up to at least 4 million shares of Class A common stock in the aggregate. The Standby Purchasers will acquire shares of Class A common stock at the same price per share offered to the shareholders. (c) In connection with the Offering, the Company filed a Registration Statement on Form S-2 with the Securities and Exchange Commission (the "Commission") on April 6, 2001 (Commission File No. 333-58396) (the "Initial Registration Statement") covering those shares offered to the shareholders and the Standby Purchasers. (d) The shareholder rights portion of the Offering and sale of underlying securities will be conducted solely by the Company and its officers without additional compensation for such selling activities. The Standby Purchaser portion of the Offering and sale of underlying securities will be offered exclusively by the Placement Agent on a best efforts basis in accordance with the terms of this Agreement. (e) The Placement Agent will act as the Company's financial advisor regarding the structure of the rights offering. The Company will pay the Placement Agent $250,000 for its advisory services. The Placement Agent will use its best efforts to identify potential Standby Purchasers and will assist the Company in negotiating standby purchase agreements with such Standby Purchasers, all as contemplated by the Prospectus (as defined below); provided, however, that no offers or sales will be made until the Registration Statement (as defined below) has become effective. For effecting arrangements with Standby Purchasers, the Company shall pay the Placement Agent a fee of 4% of the aggregate purchase price of the Class A common stock sold to Standby Purchasers in the Offering. Total advisory and other fees payable to the Placement Agent in this Offering are limited to $1 million. (f) The closing of the sale of Class A common stock to the Standby Purchasers (the "Closing") will occur at the same time as the closing of the sale of the Class A common stock in connection with the shareholder rights portion of the Offering, all at the place, date and time for delivery of payment and shares as provided in the Registration Statement ("Closing Date"). (g) The public offering price of the Class A common stock will be determined by the board of directors of the Company.

The Offering. (a) The Company is commencing distributing, at no charge, subscription rights to purchase shares of Common Stock to the holders of record of its Common Stock (a shareholder rights and standby purchaser offering “Record Date Shareholder”) at the close of business on May 6, 2008 (the "Offering"“Record Date”) of 16 million shares of Class A common stock, without par value, of the Company ("Class A common stock")and, subject to the Company's rights of such holders described below, to certain other purchasers on a standby basis. Each Record Date Shareholder will receive one non-transferable subscription right (a “Right”) for every share of Common Stock held of record at the close of business on the Record Date. Each Right will entitle the holder thereof to increase subscribe for a certain number shares of Common Stock (the size “Underlying Shares”) at the subscription price per share (the “Subscription Price”) (the “Basic Subscription Privilege”). Each Record Date Shareholder who exercises in full its Basic Subscription Privilege will also be eligible to subscribe at the Subscription Price for shares of Common Stock (the “Excess Shares”) not otherwise purchased pursuant to the exercise of the Offering Basic Subscription Privilege up to 17.6 million shares the total number of Class A common stockUnderlying Shares, at subject to availability, proration and reduction by the Company in certain circumstances and, in all instances, to a price expected to be $5.00 per sharelimit on ownership of the Common Stock (the “Over-Subscription Privilege”). The Offering is being made offer and sale of the Underlying Shares pursuant to the Company's existing shareholders who will have a basic subscription right plus an oversubscription right if there are shares remaining available. (b) As part exercise of the Basic Subscription Privilege and the Over-Subscription Privilege are referred to herein as the “Rights Offering, if and when the Registration Statement (as defined below) becomes effective, the .” The Company will offer also intends to standby purchasers, consisting of enter into Standby Purchase Agreements pursuant to which certain institutional investors and high net worth individuals (the "“Standby Purchasers"”) have severally agreed, subject in each case to a maximum standby commitment under certain conditions, to acquire from the opportunity Company at the Subscription Price the Underlying Shares remaining upon completion of the Rights Offering. The Standby Purchase Agreements will require that the Standby Purchasers agree to purchase up and the Company agrees to 9.6 million sell, and thus guarantee the availability of, a minimum number of shares of Class A common stock, Common Stock (the “Additional Shares”) at the Subscription Price if available, a sufficient number of Underlying Shares are not available after the exercise of the basic subscription rights Basic Subscription Privilege and oversubscription rights by shareholders; provided, however, that the Company will sell Over-Subscription Privilege to such Standby Purchasers, if requested by satisfy the purchase commitments of the Standby Purchasers, up subject to at least 4 million reduction to a minimum number of shares to the extent Record Date Shareholders subscribe for all of the Rights distributed to them (the “Minimum Standby Obligation”). Pursuant to the Standby Purchase Agreement, the Company has agreed to provide two of the Standby Purchasers warrants (the “Warrants”) that would entitle these investors to purchase shares of Class A common stock in Common Stock at the aggregateSubscription Price. The Rights Offering and the offering to the Standby Purchasers will acquire shares of Class A common stock at are together referred to herein as the same price per share offered “Stock Offering,” and the Underlying Shares, the Additional Shares and the Warrants are together referred to herein as the shareholders“Securities. (c) ” In connection with the Stock Offering, the Company has filed a Registration Statement on Form S-2 with the Securities and Exchange Commission (the "“Commission"”) a registration statement on April 6, 2001 Form S-1 (Commission File No. 333-58396150051) including the related preliminary prospectus or prospectuses covering the registration of the Securities under the Securities Act of 1933, as amended (the "Initial Registration Statement") covering those shares offered to the shareholders “Securities Act”). Promptly after execution and the Standby Purchasers. (d) The shareholder rights portion delivery of the Offering and sale of underlying securities will be conducted solely by this Agreement, the Company will prepare and its officers without additional compensation for such selling activities. The Standby Purchaser portion of the Offering and sale of underlying securities will be offered exclusively by the Placement Agent on file a best efforts basis prospectus in accordance with the terms provisions of Rule 430A (“Rule 430A”) of the rules and regulations of the Commission under the Securities Act (the “Securities Act Regulations”) and paragraph (b) of Rule 424 (“Rule 424(b)”) of the Securities Act Regulations. The information included in such prospectus that was omitted from such registration statement at the time it became effective but that is deemed to be part of such registration statement at the time it became effective pursuant to paragraph (b) of Rule 430A is referred to as “Rule 430A Information.” Each prospectus used before such registration statement became effective, and any prospectus that omitted Rule 430A Information that was used after such effectiveness and prior to the execution and delivery of this Agreement, is herein called a “preliminary prospectus. (e) ” Such registration statement, including the exhibits, and the schedules thereto, if any, and any documents incorporated by reference therein pursuant to Item 12 of Form S-1 under the Securities Act at the time it became effective and including the Rule 430A Information, is herein called the “Registration Statement.” The Placement Agent will act as final prospectus, including the Company's financial advisor regarding the structure of the rights offering. The Company will pay the Placement Agent $250,000 for its advisory services. The Placement Agent will use its best efforts to identify potential Standby Purchasers preliminary prospectus, and will assist the Company in negotiating standby purchase agreements with such Standby Purchasersany documents incorporated by reference therein, all as contemplated by the Prospectus (as defined below); provided, however, that no offers or sales will be made until the Registration Statement (as defined below) has become effective. For effecting arrangements with Standby Purchasers, the Company shall pay the Placement Agent a fee of 4% of the aggregate purchase price of the Class A common stock sold to Standby Purchasers in the Offering. Total advisory and other fees payable form first furnished to the Placement Agent in this Offering are limited to $1 million. (f) The closing of the sale of Class A common stock to the Standby Purchasers (the "Closing") will occur at the same time as the closing of the sale of the Class A common stock for use in connection with the shareholder rights portion offering of the OfferingSecurities is herein called the “Prospectus.” For purposes of this Agreement, all at the place, date and time for delivery of payment and shares as provided in references to the Registration Statement Statement, any preliminary prospectus, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval system ("Closing Date"“▇▇▇▇▇”). (g) The public offering price of the Class A common stock will be determined by the board of directors of the Company.

The Offering. (a) The Company is commencing a shareholder rights proposes to undertake the Offering pursuant to which each holder of Common Stock and standby purchaser offering certain eligible warrants shall receive one Subscription Right for every share of Common Stock held of record by such holder at the close of business on December 16, 2024 (the "Offering"“Record Date”). Holders of Subscription Rights (each, a “Holder”) of 16 million shares of Class A common stock, without par value, of the Company ("Class A common stock"), subject will be entitled to the Company's right to increase the size of the Offering to 17.6 million shares of Class A common stocksubscribe for and purchase, at a price expected the Subscription Price, one Unit for every Subscription Right granted to be $5.00 per share. The Offering is being made to such Holders on the Company's existing shareholders who will have a basic subscription right plus an oversubscription right if there are shares remaining availableRecord Date (the “Basic Right”). (b) As part of the Offering, if and when the Registration Statement (as defined below) becomes effective, the Company will offer to standby purchasers, consisting of certain institutional investors and high net worth individuals (the "Standby Purchasers") the opportunity to purchase up to 9.6 million shares of Class A common stock, if available, after exercise of the basic subscription rights and oversubscription rights by shareholders; provided, however, that the Company will sell to such Standby Purchasers, if requested by the Standby Purchasers, up to at least 4 million shares of Class A common stock in the aggregate. The Standby Purchasers will acquire shares of Class A common stock at the same price per share offered to the shareholdersSubscription Rights shall be non-transferable. (c) In connection with the Offering, the Company filed a Registration Statement on Form S-2 with the Securities and Exchange Commission Any Holder who fully exercises all Basic Rights issued to such Holder is entitled to subscribe for Units which were not otherwise subscribed for by other Holders pursuant to their Basic Rights (the "Commission") on April 6, 2001 “Oversubscription Privilege”). The Oversubscription Privilege shall allow a Holder to subscribe for any or all of the Units which were not otherwise subscribed for as of the Subscription Right Expiration Date (Commission File Noas defined below). 333-58396) (the "Initial Registration Statement") covering those shares offered Units acquired pursuant to the shareholders Basic Subscription Right and the Standby PurchasersOversubscription Privilege are subject to certain limitations and pro rata allocation, as more fully discussed in the Prospectus Supplement. (d) The shareholder rights portion of the Offering and sale of underlying securities will be conducted solely by the Company and its officers without additional compensation for such selling activities. The Standby Purchaser portion of the Offering and sale of underlying securities will be offered exclusively by the Placement Agent on a best efforts basis Unless extended as provided in accordance with the terms of this Agreement. (e) The Placement Agent will act as the Company's financial advisor regarding the structure of the rights offering. The Company will pay the Placement Agent $250,000 for its advisory services. The Placement Agent will use its best efforts to identify potential Standby Purchasers and will assist the Company in negotiating standby purchase agreements with such Standby Purchasers, all as contemplated by the Prospectus (as defined below); provided, howeverthe Subscription Rights are intended to expire at 5:00 p.m., that no offers or sales will be made until Eastern time, on January 10, 2025 (the Registration Statement (as defined below) has become effective“Subscription Rights Expiration Date”). For effecting arrangements with Standby PurchasersNotwithstanding the foregoing, the Company shall pay have the Placement Agent right to extend the Subscription Rights Expiration Date for up to an additional thirty (30) calendar days in its sole discretion, in which case all Basic Rights and Oversubscription Privileges exercised during the extension period will be filled on a fee first-come, first-serve basis. The Company will announce any extension in a press release issued no later than 9:00 a.m., Eastern time, on the business day after the most recently announced expiration date. (e) The Right Warrants are exercisable commencing on their date of 4issuance at an exercise price equal to (i) in the case of the Series A Right Warrants, 90% of the aggregate purchase 5-day volume weighted average price of our Common Stock over the Class 5-trading days prior to the expiration date of the Series A common stock sold Right Warrants, rounded down to Standby Purchasers the nearest whole p▇▇▇▇ but (x) not lower than $1.00 and (y) not higher than $2.00, and (ii) in the Offering. Total advisory and other fees payable case of the Series B Right Warrants, 90% of the 5-day volume weighted average price of our Common Stock over the 5-trading days prior to the Placement Agent in this Offering are limited expiration date of the Series B Right Warrants, rounded down to the nearest whole cent but (x) not lower than $1 million2.00 and (y) not higher than $4.00. If at the expiration date of each of the Right Warrants, the exercise price as determined above, is lower than the initial maximum amount paid, any excess subscription amount paid by a Holder will be promptly, returned to the Holder, without interest or penalty. (f) The All funds from the exercise of Rights shall be deposited with a bank or other financial institution and Equiniti Trust Company, LLC shall act as the subscription agent and escrow agent (the “Subscription Agent”). Funds from the exercise of Subscription Rights shall be held in a segregated escrow account pending a final determination of the number of Units to be issued pursuant to the exercise of Basic Rights and Oversubscription Privileges. As soon as practicable after the Subscription Rights Expiration Date, the Company shall conduct a closing of the sale of Class A common stock Subscription Rights. As soon as practicable after each Right Warrant Expiration Date, the Company shall conduct a closing as to the Standby Purchasers (the "Closing") will occur at the same time as the closing of the sale of the Class A common stock in connection with the shareholder rights portion of the Offering, all at the place, date and time for delivery of payment and shares as provided in the Registration Statement ("Closing Date")each Right Warrant. (g) The public offering price of the Class A common stock will be determined by the board of directors of the Company.

The Offering. (a) The Company is commencing a shareholder rights and standby purchaser offering for sale in this offering (the "OFFERING") up to 1,700,000 shares (the "Maximum Offering") of 16 million shares of Class A its common stock, par value $0.001 per share (the "COMMON STOCK"). Notwithstanding the foregoing, the Company, in its sole discretion, may increase the Maximum Offering, at any time during the Offering and without par valueprior notice, of by up to ten percent (10%). There is no minimum offering, and the Company may accept and close upon subscriptions from time to time in its sole discretion during the offering period referred to in this Agreement. In addition to the shares of Common Stock being offered hereby (the "Class A common stockShares"), for every two Shares acquired by a Purchaser at an applicable Closing (as such term is hereinafter defined) pursuant to this Agreement, the Company shall deliver to such Purchaser a warrant (the "WARRANT") to purchase one share of Common Stock. The Warrants, which shall not be transferable, shall initially be exercisable at $3.00 per share of Common Stock, subject to adjustment, and be exercisable for a period of three (3) years after issuance or until the Company's right date which is ten (10) days after the Company furnishes written notice to increase the size Warrant holder that the market price of the Common Stock has been at least 350% of the then applicable exercise price of the Warrant for a period of at least thirty (30) days, and the average trading volume of the Common Stock has been at least 100,000 shares per day during the preceding thirty (30) days. The shares of Common Stock which may be acquired upon exercise of a Warrant are sometimes hereinafter referred to as the "WARRANT SHARES"). The Shares and the Warrants are sometimes hereinafter referred to as the "SECURITIES". The Purchasers of the Securities shall have the benefit of certain registration rights in respect of the Shares and the Warrant Shares on the terms and conditions of a Registration Rights Agreement, in the form of EXHIBIT A hereto (the "REGISTRATION RIGHTS AGREEMENT"). The Company is offering the Securities only to individuals, entities or groups, including, without limitation, corporations, limited liability companies, limited or general partnerships, joint ventures, associations, joint stock companies, trusts, unincorporated organizations, or governments or any agencies or political subdivisions thereof (each, a "PERSON") who are "accredited investors" (as defined herein). The Company is making the Offering of the Securities directly through certain of its officers and its directors, but may engage a placement agent (the "PLACEMENT AGENT") and other registered broker-dealers ("OTHER PARTICIPATING AGENTS") may also place Securities. If the Company should engage a Placement Agent or any Other Participating Agent, the Company presently intends to pay to the Placement Agent and to Other Participating Agents, if any, commissions equal to up to 10% of the gross sales price of the Shares sold in the offering by the applicable Placement Agent or Other Participating Agent. In addition, the Company presently intends to issue to any such Placement Agent or Other Participating Agent, if any, at the final Closing warrants (the "PLACEMENT AGENT Warrants") granting to such person warrant coverage equal to 10% on the number of Shares (but not Warrant Shares) sold in the Offering to 17.6 million shares investors introduced by that person (without duplication of Class A common stock, at a price expected to be $5.00 per shareintroduction). The Offering is being made Placement Agent Warrants shall initially be exercisable at $2.00 per share of Common Stock, subject to adjustment, commencing one year after the Company's existing shareholders who will have a basic subscription right plus an oversubscription right if there are shares remaining available. date of issuance and continuing for five (b5) As part of years thereafter, and, unlike the Offering, if and when the Registration Statement (as defined below) becomes effective, the Company will offer Warrants issued to standby purchasers, consisting of certain institutional investors and high net worth individuals (the "Standby Purchasers") the opportunity to purchase up to 9.6 million shares of Class A common stock, if available, after exercise of the basic subscription rights and oversubscription rights by shareholders; provided, however, that the Company will sell to such Standby Purchasers, if requested by the Standby Purchasers, up to at least 4 million shares of Class A common stock in the aggregateshall contain a cashless exercise provision. The Standby Purchasers will acquire shares of Class A common stock at the same price per share offered to the shareholders. (c) In connection with the Offering, the Company filed a Registration Statement on Form S-2 with the Securities and Exchange Commission (the "Commission") on April 6, 2001 (Commission File No. 333-58396) (the "Initial Registration Statement") covering those shares offered to the shareholders and the Standby Purchasers. (d) The shareholder rights portion of the Offering and sale of underlying securities will Placement Agent Warrants shall be conducted solely by the Company and its officers without additional compensation for such selling activities. The Standby Purchaser portion of the Offering and sale of underlying securities will be offered exclusively transferable by the Placement Agent on a best efforts basis or Other Participating Agent receiving the same to its officers, directors, shareholders and employees, as well as by such persons to their immediate family affiliates in accordance connection with estate planning, provided that no such transfer or disposition may be made other than in compliance with applicable securities laws and furnishing satisfactory evidence of such compliance to the terms of this Agreement. (e) Company. The Company will indemnify the Placement Agent will act as the Company's financial advisor regarding the structure of the rights offeringand any Other Participating Agents, if any, against certain liabilities. The Company will pay the Placement Agent $250,000 for its advisory services. The Placement Agent will use its best efforts to identify potential Standby Purchasers and will assist the Company in negotiating standby purchase agreements with such Standby Purchasers, all as contemplated by the Prospectus (as defined below); provided, however, that no offers or sales will be made until the Registration Statement (as defined below) has become effective. For effecting arrangements with Standby Purchasers, the Company shall pay the Placement Agent a fee own costs of 4% of the aggregate purchase price of the Class A common stock sold to Standby Purchasers in the Offering. Total advisory and other fees payable The Company will also pay a non-accountable expense fee to the Placement Agent in this Offering are limited equal to $1 million. (f) The closing 3% of the sale gross sales price of Class A common stock the Shares (but not any Warrant Shares) sold in the Offering to investors introduced by the Placement Agent (without duplication of introduction), such 3% amount being sometimes hereafter referred to as the "NON-ACCOUNTABLE EXPENSE ALLOWANCE". Notwithstanding the foregoing, the Non-Accountable Expense Allowance shall be reduced on a dollar-for-dollar basis by the fees and expenses of the Company's counsel for preparing and furnishing the opinion letter referred to in Section 3.4(d) of this Agreement. All subscription proceeds in the Offering will be paid at Closing to the Standby Purchasers account or accounts specified in or pursuant to Section 1.2 herein, provided that the Company will utilize an escrow agent (the "ClosingESCROW AGENT") will occur at for receipt of funds if required under applicable law. All references in this Agreement to the same time as Escrow Agent shall be deemed to be references to the closing of the sale of the Class A common stock in connection with the shareholder rights portion of the Offering, all at the place, date and time for delivery of payment and shares as provided Company in the Registration Statement ("Closing Date")event that there is no third party Escrow Agent. (g) The public offering price of the Class A common stock will be determined by the board of directors of the Company.

The Offering. (a) The Company is commencing a shareholder rights and standby purchaser offering Issuer Arkanova Energy Corporation (the "Offering") of 16 million shares of Class A common stock, without par value, of the Company ("Class A common stock"“Issuer”), subject to the Company's right to increase the size of the . Issue Price US$0.10 per Share Offering to 17.6 million shares of Class A common stock, at a price expected to be $5.00 per shareThere is no minimum or maximum offering. Selling Jurisdictions The Offering is being made to the Company's existing shareholders who will have a basic subscription right plus an oversubscription right if there are shares remaining available. (b) As part of the Offering, if and when the Registration Statement (as defined below) becomes effective, the Company will offer to standby purchasers, consisting of certain institutional investors and high net worth individuals United States or offshore (the "Standby Purchasers") the opportunity to purchase up to 9.6 million shares of Class A common stock, if available, after exercise of the basic subscription rights and oversubscription rights by shareholders; provided, however, that the Company will sell to such Standby Purchasers, if requested by the Standby Purchasers, up to at least 4 million shares of Class A common stock in the aggregate“Selling Jurisdictions”). Exemptions The Standby Purchasers will acquire shares of Class A common stock at the same price per share offered to the shareholders. (c) In connection with the Offering, the Company filed a Registration Statement on Form S-2 with the Securities and Exchange Commission (the "Commission") on April 6, 2001 (Commission File No. 333-58396) (the "Initial Registration Statement") covering those shares offered to the shareholders and the Standby Purchasers. (d) The shareholder rights portion of the Offering and sale of underlying securities offering will be conducted solely by the Company and its officers without additional compensation for such selling activities. The Standby Purchaser portion of the Offering and sale of underlying securities will be offered exclusively by the Placement Agent on a best efforts basis made in accordance with the terms of this Agreement. following exemptions: (ea) The Placement Agent will act the Accredited Investor exemption as provided by Regulation D promulgated under the Company's financial advisor regarding 1933 Act; and (b) such other exemptions as may be available the structure securities laws of the rights offeringSelling Jurisdictions. Resale restrictions and legends The Subscriber acknowledges that any resale of any of the Shares will be subject to resale restrictions contained in the securities legislation applicable to the Subscriber or proposed transferee. The Company will pay Subscriber acknowledges that none of the Placement Agent $250,000 for its advisory servicesShares have been registered under the 1933 Act or the securities laws of any state of the United States. The Placement Agent Securities may not be offered or sold in the United States unless registered in accordance with federal securities laws and all applicable state securities laws or exemptions from such registration requirements are available. The Subscriber acknowledges that the certificates representing the Shares will use its best efforts bear the following legends: “THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE AND HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.” The Subscriber and any Beneficial Purchaser are advised to identify potential Standby Purchasers consult with their own legal counsel or advisors to determine the resale restrictions that may be applicable to them. Closing Date Payment for, and will assist delivery of the Shares, is scheduled to occur on such date as determined by the Company in negotiating standby purchase agreements with such Standby Purchasers, all as contemplated by the Prospectus (as defined below); provided, however, that no offers or sales will be made until the Registration Statement (as defined below) has become effective. For effecting arrangements with Standby Purchasers, the Company shall pay the Placement Agent a fee of 4% of the aggregate purchase price of the Class A common stock sold to Standby Purchasers in the Offering. Total advisory and other fees payable to the Placement Agent in this Offering are limited to $1 million. (f) The closing of the sale of Class A common stock to the Standby Purchasers its sole discretion (the "Closing") will occur at the same time as the closing of the sale of the Class A common stock in connection with the shareholder rights portion of the Offering, all at the place, date and time for delivery of payment and shares as provided in the Registration Statement ("“Closing Date"”). (g) The public offering price of the Class A common stock will be determined by the board of directors of the Company.

The Offering. (a) The Company is commencing a shareholder rights and standby purchaser offering proposes to undertake the Offering pursuant to which each holder of Common Stock shall receive two (2) Unit Subscription Rights for every share of Common Stock held of record by such holder or every share of Common Stock underlying certain eligible warrants, as the case may be, at the close of business on November 10, 2025 (the "Offering"“Record Date”). Holders of Unit Subscription Rights (each, a “Holder”) of 16 million shares of Class A common stock, without par value, of the Company ("Class A common stock"), subject will be entitled to the Company's right to increase the size of the Offering to 17.6 million shares of Class A common stocksubscribe for and purchase, at a price expected the Unit Subscription Price, one Unit for every Unit Subscription Right granted to be $5.00 per share. The Offering is being made to Holders on the Company's existing shareholders who will have a basic subscription right plus Record Date (the “Basic Subscription Right”) and an oversubscription right if there are shares remaining availableprivilege which will entitle Holders to purchase additional Units for which other Holders do not subscribe (the “Oversubscription Privilege”). (b) As part Any Holder who fully exercises all Basic Subscription Rights issued to such Holder is entitled to subscribe for Units which were not otherwise subscribed for by other Holders pursuant to their Basic Subscription Rights, the Oversubscription Privilege. The Oversubscription Privilege shall allow a Holder to subscribe for any or all of the Offering, if and when Units which were not otherwise subscribed for as of the Registration Statement Unit Subscription Rights Expiration Date (as defined below) becomes effective, the Company will offer to standby purchasers, consisting of certain institutional investors and high net worth individuals (the "Standby Purchasers") the opportunity to purchase up to 9.6 million shares of Class A common stock, if available, after exercise of the basic subscription rights and oversubscription rights by shareholders; provided, however, that the Company will sell to such Standby Purchasers, if requested by the Standby Purchasers, up to at least 4 million shares of Class A common stock in the aggregate). The Standby Purchasers will acquire shares of Class A common stock at the same price per share offered Units acquired pursuant to the shareholders. (c) In connection with the Offering, the Company filed a Registration Statement on Form S-2 with the Securities and Exchange Commission (the "Commission") on April 6, 2001 (Commission File No. 333-58396) (the "Initial Registration Statement") covering those shares offered to the shareholders Basic Subscription Right and the Standby Purchasers. (d) The shareholder rights portion of the Offering Oversubscription Privilege are subject to certain limitations and sale of underlying securities will be conducted solely by the Company and its officers without additional compensation for such selling activities. The Standby Purchaser portion of the Offering and sale of underlying securities will be offered exclusively by the Placement Agent on a best efforts basis pro rata allocation, as more fully discussed in accordance with the terms of this Agreement. (e) The Placement Agent will act as the Company's financial advisor regarding the structure of the rights offering. The Company will pay the Placement Agent $250,000 for its advisory services. The Placement Agent will use its best efforts to identify potential Standby Purchasers and will assist the Company in negotiating standby purchase agreements with such Standby Purchasers, all as contemplated by the Prospectus (as defined below); provided, however, that no offers or sales will be made until . (c) Unless extended as provided in the Registration Statement Prospectus (as defined below) has become effective), the Unit Subscription Rights are intended to expire at 5:00 p.m., Eastern time, on December 10, 2025 (the “Unit Subscription Rights Expiration Date”). For effecting arrangements with Standby PurchasersNotwithstanding the foregoing, the Company shall pay have the Placement Agent right to extend the Unit Subscription Rights Expiration Date until up to January 9, 2026 in its sole discretion. The Company will announce any extension in a fee press release issued no later than 9:00 a.m., Eastern time, on the business day after the most recently announced expiration date. The Series Rights are exercisable commencing on their date of 4% issuance at an exercise price equal to (i) in the case of the aggregate purchase price Series A Rights, $5.00, and (ii) in the case of the Class A common stock sold Series B Rights, $6.00. All funds from the exercise of Unit Subscription Rights shall be deposited with Citizens Bank, N.A. (the “Escrow Agent”) and Vstock Transfer, LLC shall act as the subscription agent and Series Right agent (the “Subscription Agent”). Funds from the exercise of Unit Subscription Rights shall be held in a segregated escrow account pending a final determination of the number of Units to Standby Purchasers in the Offering. Total advisory and other fees payable be issued pursuant to the Placement Agent in this Offering are limited to $1 millionexercise of Basic Subscription Rights and Oversubscription Privileges. As soon as practicable after each respective Unit Subscription Rights Expiration Date, Series A Rights Expiration Date, and Series B Rights Expiration Date, the Company shall conduct a closing. The “Series A Rights Expiration Date” shall be July 18, 2026 and the “Series B Expiration Date” shall be November 20, 2026. (f) The closing of the sale of Class A common stock to the Standby Purchasers (the "Closing") will occur at the same time as the closing of the sale of the Class A common stock in connection with the shareholder rights portion of the Offering, all at the place, date and time for delivery of payment and shares as provided in the Registration Statement ("Closing Date"). (g) The public offering price of the Class A common stock will be determined by the board of directors of the Company.

The Offering. (a) The Company is commencing distributing, at no charge, subscription rights to purchase shares of Common Stock to the holders of record of its Common Stock (a shareholder rights and standby purchaser offering “Record Date Shareholder”) at 5:00 p.m. Eastern Time, on January 27, 2010 (the "Offering"“Record Date”) of 16 million shares of Class A common stock, without par value, of the Company ("Class A common stock")and, subject to the Company's rights of such holders described below, to certain other purchasers on a standby basis. Each Record Date Shareholder will receive one non-transferable subscription right (a “Right”) for every share of Common Stock held of record at the close of business on the Record Date. Each Right will entitle the holder thereof to increase subscribe for a certain number of shares of Common Stock (the size “Underlying Shares”) at $1.75 per share (the “Subscription Price”) (the “Basic Subscription Privilege”). Each Record Date Shareholder who exercises in full its Basic Subscription Privilege will also be eligible to subscribe at the Subscription Price for shares of Common Stock not otherwise purchased pursuant to the exercise of the Offering Basic Subscription Privilege up to 17.6 million the total number of Underlying Shares, subject to availability, proration and reduction by the Company in certain circumstances and, in all instances, to a limit on ownership of the Common Stock (the “Over-Subscription Privilege”). The Agent shall deposit with the Escrow Agent (as defined herein) the funds it receives from each of the Record Date Shareholders prior to the end of business on each business day it receives such payments. The offer and sale of the Underlying Shares pursuant to the exercise of the Basic Subscription Privilege and the Over-Subscription Privilege are referred to herein as the “Rights Offering.” The Company has separately entered into a “Standby Purchase Agreement” with ▇▇▇▇▇ ▇▇▇▇▇▇▇ Partners II, L.P. (the “Standby Purchaser”), pursuant to which the Standby Purchaser has agreed to acquire from the Company, at the Subscription Price, the lesser of 2,436,610 shares of Class A common stockCommon Stock or 9.61% of the Company’s outstanding Common Stock on a fully diluted basis assuming completion of the Rights Offering, at a price expected including shares issued to be $5.00 per sharethe Standby Purchaser. The Offering is being made Standby Purchaser has conditioned its minimum purchase of shares of Common Stock upon the receipt by the Company of $26.0 million in gross proceeds from the Rights Offering, the offering to the Company's existing shareholders who will have a basic subscription right plus an oversubscription right if there are shares remaining available. (b) As part of Standby Purchaser and the Offering, if and when the Registration Statement Public Reoffer (as defined below), if any. The maximum number of shares that may be sold in the Rights Offering and to the Standby Purchaser is 17,142,857. The Company may offer any shares of Common Stock that remain unsubscribed in the Rights Offering at the expiration of the Rights Offering to the public at the Subscription Price per share (the “Public Reoffer”). Any offering of shares of Common Stock in the Public Reoffer shall be on a best efforts (and not an underwritten) becomes effectivebasis. The Public Reoffer, if any, shall terminate on April 9, 2010. The Rights Offering, the Company will offer offering to standby purchasers, consisting of certain institutional investors the Standby Purchaser and high net worth individuals (the "Standby Purchasers") Public Reoffer are together referred to herein as the opportunity to purchase up to 9.6 million “Stock Offering,” and the Underlying Shares and the shares of Class A common stock, if available, after exercise of the basic subscription rights and oversubscription rights by shareholders; provided, however, that the Company will sell Common Stock sold to such Standby Purchasers, if requested by the Standby Purchasers, up Purchaser and to at least 4 million shares of Class A common stock the public in the aggregate. The Standby Purchasers will acquire shares of Class A common stock at Public Reoffer are collectively referred to herein as the same price per share offered to the shareholders“Securities. (c) ” In connection with the Stock Offering, the Company has filed a Registration Statement on Form S-2 with the Securities and Exchange Commission (the "“Commission"”) a registration statement on April 6, 2001 Form S-1 (Commission File No. 333-58396163037) including the related preliminary prospectus or prospectuses covering the registration of the Securities under the Securities Act of 1933, as amended (the "Initial Registration Statement") covering those shares offered to the shareholders “Securities Act”). Promptly after execution and the Standby Purchasers. (d) The shareholder rights portion delivery of the Offering and sale of underlying securities will be conducted solely by this Agreement, the Company will prepare and its officers without additional compensation for such selling activities. The Standby Purchaser portion of the Offering and sale of underlying securities will be offered exclusively by the Placement Agent on file a best efforts basis prospectus in accordance with the terms provisions of Rule 430A (“Rule 430A”) of the rules and regulations of the Commission under the Securities Act (the “Securities Act Regulations”) and paragraph (b) of Rule 424 (“Rule 424(b)”) of the Securities Act Regulations. The information included in such prospectus that was omitted from such registration statement at the time it became effective but that is deemed to be part of such registration statement at the time it became effective pursuant to paragraph (b) of Rule 430A is referred to as “Rule 430A Information.” Each prospectus used before such registration statement became effective, and any prospectus that omitted Rule 430A Information that was used after such effectiveness and prior to the execution and delivery of this Agreement, is herein called a “preliminary prospectus. (e) ” Such registration statement, including the exhibits, and the schedules thereto, if any, and any documents incorporated by reference therein pursuant to Item 12 of Form S-1 under the Securities Act at the time it became effective and including the Rule 430A Information, is herein called the “Registration Statement.” The Placement Agent will act as final prospectus, including the Company's financial advisor regarding the structure of the rights offering. The Company will pay the Placement Agent $250,000 for its advisory services. The Placement Agent will use its best efforts to identify potential Standby Purchasers preliminary prospectus, and will assist the Company in negotiating standby purchase agreements with such Standby Purchasersany documents incorporated by reference therein, all as contemplated by the Prospectus (as defined below); provided, however, that no offers or sales will be made until the Registration Statement (as defined below) has become effective. For effecting arrangements with Standby Purchasers, the Company shall pay the Placement Agent a fee of 4% of the aggregate purchase price of the Class A common stock sold to Standby Purchasers in the Offering. Total advisory and other fees payable form first furnished to the Placement Agent in this Offering are limited to $1 million. (f) The closing of the sale of Class A common stock to the Standby Purchasers (the "Closing") will occur at the same time as the closing of the sale of the Class A common stock for use in connection with the shareholder rights portion offering of the OfferingSecurities is herein called the “Prospectus.” For purposes of this Agreement, all at the place, date and time for delivery of payment and shares as provided in references to the Registration Statement Statement, any preliminary prospectus, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval system ("Closing Date"“▇▇▇▇▇”). (g) The public offering price of the Class A common stock will be determined by the board of directors of the Company.

The Offering. (a) The Company is commencing a shareholder rights and standby purchaser offering (the "Offering") of 16 million shares of Class A common stockOn February, without par value2021, of the Company ("Class A common stock"), subject to the Company's right to increase the size of the Offering to 17.6 million shares of Class A common stock, at a price expected to be $5.00 per share. The Offering is being made to the Company's existing shareholders who will have a basic subscription right plus an oversubscription right if there are shares remaining available. (b) As part of the Offering, if and when the Registration Statement (as defined below) becomes effective, the Company will offer to standby purchasers, consisting of certain institutional investors and high net worth individuals (the "Standby Purchasers") the opportunity to purchase up to 9.6 million shares of Class A common stock, if available, after exercise of the basic subscription rights and oversubscription rights by shareholders; provided, however, that the Company will sell to such Standby Purchasers, if requested by the Standby Purchasers, up to at least 4 million shares of Class A common stock in the aggregate. The Standby Purchasers will acquire shares of Class A common stock at the same price per share offered to the shareholders. (c) In connection with the Offering, the Company filed a Registration Statement on Form S-2 with the Securities and Exchange Commission (the "Commission") on April 6, 2001 (Commission File No. 333-58396) (the "Initial Registration Statement") covering those shares offered to the shareholders and the Standby Purchasers. (d) The shareholder rights portion of the Offering and sale of underlying securities will be conducted solely by the Company and its officers without additional compensation for such selling activities. The Standby Purchaser portion of the Offering and sale of underlying securities will be offered exclusively by the Placement Agent on a best efforts basis in accordance with the terms of this Agreement. (e) The Placement Agent will act as the Company's financial advisor regarding the structure of the rights offering. The Company will pay the Placement Agent $250,000 for its advisory services. The Placement Agent will use its best efforts to identify potential Standby Purchasers and will assist the Company in negotiating standby purchase agreements with such Standby Purchasers, all as contemplated by the Prospectus (as defined below); provided, however, that no offers or sales will be made until the Registration Statement (as defined below) has become effective. For effecting arrangements with Standby Purchasers, the Company shall pay the Placement Agent a fee of 4% of the aggregate purchase price of the Class A common stock sold to Standby Purchasers in the Offering. Total advisory and other fees payable to the Placement Agent in this Offering are limited to $1 million. (f) The closing of the sale of Class A common stock to the Standby Purchasers (the "Closing") will occur at the same time as the closing of the sale of the Class A common stock in connection with the shareholder rights portion of the Offering, all at the place, date and time for delivery of payment and shares as provided in the Registration Statement ("Closing Date"). (g) The public offering price of the Class A common stock will be determined by the board of directors of ACIC adopted a Plan of Conversion (the Company“Plan”). The Plan provides for the conversion of ACIC from mutual to stock form (the “Conversion”). The Plan also provides for (a) the issuance of all of the outstanding common stock of ACIC upon completion of the Conversion to HoldCo, and (b) the formation of HoldCo as a stock holding company that will own 100% of the common stock of ACIC. In connection with the Conversion, HoldCo is offering up to 3,060,000 shares (the “Shares”) of its common stock, $0.01 par value (the “Common Stock”), in (i) a subscription offering (the “Subscription Offering”), and, if necessary, (ii) a public offering (the “Public Offering”). The Subscription Offering and the Public Offering are herein sometimes collectively referred to as the “Offering.” Except for any shares of Common Stock issued under any stock incentive plan adopted by HoldCo and any shares of 8.5% Cumulative Convertible Preferred Stock, Series A (the “Series A Preferred Stock”) issued in connection with the acquisition of American Risk Management, Inc. (“ARM”) by HoldCo, the Shares will constitute 100% of the outstanding capital stock of HoldCo after completion of the Offering. HoldCo will issue the Shares at a purchase price of $10.00 per share (the “Purchase Price”). If the number of Shares is increased or decreased in accordance with the Plan, the term “Shares” shall mean such greater or lesser number, where applicable. The shares of Common Stock to be offered in the Subscription Offering will be offered pursuant to nontransferable subscription rights (subject to limitations set forth in the Plan) in the following order of priority: • to eligible members of ACIC, who are the named insureds under policies of insurance issued by ACIC and in force on February 3, 2021 (the “Eligible Members”); • to the employee stock ownership plan of HoldCo (the “ESOP”); and • trustees, officers, and employees of ACIC. HoldCo may offer shares of Common Stock for which subscriptions have not been received in the Subscription Offering to the general public and to certain significant investors (the “Standby Purchasers”). In the event a Public Offering is held, it may be held at any time during or immediately after the Subscription Offering. The Agent, a member of the Financial Industry Regulatory Authority (“FINRA”), will act as placement agent for HoldCo in connection with the Offering. It is acknowledged that the number of Shares to be sold in the Offering may be increased or decreased as described in the Offering Statement (as hereinafter defined), that the purchase of Shares in the Offering is subject to maximum and minimum purchase limitations as described in the Offering Statement, and that HoldCo may reject, in whole or in part, any subscription received in the Public Offering.

The Offering. (a) The Company is commencing Fund has entered into a shareholder rights and standby purchaser offering distribution agreement, dated December 29, 2021 (the "Offering") “Distribution Agreement”), with ALPS Distributors, Inc. (the “Distributor”), pursuant to which the Fund may offer and sell up to 10,000,000 Common Shares from time to time through the Distributor, in transactions that are deemed to be “at the market” as defined in Rule 415 under the Securities Act of 16 million shares of Class A common stock1933, without par value, as amended (the “Securities Act”). The minimum price on any day at which Common Shares may be sold will not be less than the then current NAV per Common Share plus the per Common Share amount of the Company ("Class A common stock"), subject commission to be paid to the Company's right to increase Distributor (the size of the Offering to 17.6 million shares of Class A common stock, at a price expected to be $5.00 per share“Minimum Price”). The Offering is being made to Fund and the Company's existing shareholders who Distributor will have determine whether any sales of Common Shares will be authorized on a basic subscription right plus an oversubscription right if there are shares remaining available. (b) As part of particular day. The Fund and the Offering, if and when the Registration Statement (as defined below) becomes effective, the Company will offer to standby purchasers, consisting of certain institutional investors and high net worth individuals (the "Standby Purchasers") the opportunity to purchase up to 9.6 million shares of Class A common stock, if available, after exercise of the basic subscription rights and oversubscription rights by shareholders; providedDistributor, however, that will not authorize sales of Common Shares if the Company will sell to such Standby Purchasers, if requested by the Standby Purchasers, up to at least 4 million shares of Class A common stock in the aggregate. The Standby Purchasers will acquire shares of Class A common stock at the same price per share offered of the Common Shares is less than the Minimum Price. The Fund and the Distributor may elect not to authorize sales of Common Shares on a particular day even if the price per share of the Common Shares is equal to or greater than the Minimum Price, or may only authorize a fixed number of Common Shares to be sold on any particular day. The Fund and the Distributor will have full discretion regarding whether sales of Common Shares will be authorized on a particular day and, if so, in what amounts. As of December 14, 2021, the Fund has sold pursuant to a prior registration statement an aggregate of 8,174,121 Common Shares. The Distributor may enter into sub-placement agent agreements with one or more selected dealers. The Distributor has entered into a sub-placement agent agreement, dated December 29, 2021 (the “Sub-Placement Agent Agreement”), with UBS Securities LLC (the “Sub-Placement Agent”) relating to the shareholders. (c) In connection with the Offering, the Company filed a Registration Statement on Form S-2 with the Securities and Exchange Commission (the "Commission") on April 6, 2001 (Commission File No. 333-58396) (the "Initial Registration Statement") covering those shares Common Shares offered to the shareholders by this Prospectus Supplement and the Standby Purchasers. (d) The shareholder rights portion of the Offering and sale of underlying securities will be conducted solely by the Company and its officers without additional compensation for such selling activitiesaccompanying Prospectus. The Standby Purchaser portion of the Offering and sale of underlying securities will be offered exclusively by the Placement Agent on a best efforts basis in In accordance with the terms of this Agreement. (e) The the Sub-Placement Agent will act Agreement, the Fund may offer and sell its Common Shares from time to time through the Sub-Placement Agent as sub-placement agent for the Company's financial advisor regarding the structure offer and sale of the rights offeringits Common Shares. The Company Fund will pay compensate the Placement Agent $250,000 for its advisory services. The Placement Agent will use its best efforts Distributor with respect to identify potential Standby Purchasers and will assist the Company in negotiating standby purchase agreements with such Standby Purchasers, all as contemplated by the Prospectus (as defined below); provided, however, that no offers or sales will be made until the Registration Statement (as defined below) has become effective. For effecting arrangements with Standby Purchasers, the Company shall pay the Placement Agent of Common Shares at a fee commission rate of 41.00% of the aggregate purchase price of the Class A common stock sold to Standby Purchasers in the Offering. Total advisory and other fees payable to the Placement Agent in this Offering are limited to $1 million. (f) The closing gross proceeds of the sale of Class A common stock Common Shares. Out of this commission, the Distributor will compensate the Sub-Placement Agent at a rate of up to 0.80% of the Standby Purchasers (the "Closing") will occur at the same time as the closing gross sales proceeds of the sale of the Class A common stock in connection with the shareholder rights portion of the Offering, all at the place, date and time for delivery of payment and shares as provided in the Registration Statement ("Closing Date"). (g) The public offering price of the Class A common stock will be determined Common Shares sold by the board of directors of the CompanySub-Placement Agent.

The Offering. (a) The Company is commencing distributing, at no charge, subscription rights to purchase shares of Common Stock to the holders of record of its Common Stock (a shareholder rights and standby purchaser offering “Record Date Shareholder”) at 5:00 p.m. Eastern Time, on , 2011 (the "Offering"“Record Date”) of 16 million shares of Class A common stock, without par value, of the Company ("Class A common stock")and, subject to the Company's rights of such holders described below, to certain other purchasers on a standby basis. Each Record Date Shareholder will receive one nontransferable subscription right (a “Right”) for every share of Common Stock held of record at the close of business on the Record Date. Each Right will entitle the holder thereof to increase subscribe for a certain number of shares of Common Stock (the size “Underlying Shares”) at $1.00 per share (the “Subscription Price”) (the “Basic Subscription Privilege”). Each Record Date Shareholder who exercises in full its Basic Subscription Privilege will also be eligible to subscribe at the Subscription Price for shares of Common Stock not otherwise purchased pursuant to the exercise of the Basic Subscription Privilege up to the total number of Underlying Shares, subject to availability, proration and reduction by the Company in certain circumstances and, in all instances, to a limit on ownership of the Common Stock (the “Over-Subscription Privilege”). The offer and sale of the Underlying Shares pursuant to the exercise of the Basic Subscription Privilege and the Over-Subscription Privilege are referred to herein as the “Rights Offering.” The Company has separately entered into a “Standby Purchase Agreement” with certain standby purchasers, (the “Standby Purchasers”). Pursuant to the Standby Purchase Agreements, the Standby Purchasers have agreed to acquire from us, at the subscription price of $1.00 per share, a total of 5,035,000 shares of common stock. The Standby Purchasers have conditioned their purchase of shares of Common Stock upon the receipt by the Company of $16.5 million in net proceeds from the Rights Offering and the Public Reoffer (as defined below), if any. The Company may offer any shares of Common Stock that remain unsubscribed in the Rights Offering at the expiration of the Rights Offering to 17.6 million the public at the Subscription Price per share (the “Public Reoffer”). Any offering of shares of Class A common stockCommon Stock in the Public Reoffer shall be on a best efforts (and not an underwritten) basis. The Public Reoffer, if any, shall terminate on , 2011. The Rights Offering, the offering to the Standby Purchasers, and the Public Reoffer are together referred to herein as the “Stock Offering,” and the Underlying Shares and the shares of Common Stock sold to the Standby Purchasers, and to the public in the Public Reoffer are collectively referred to herein as the “Securities.” All purchasers of Common Stock in the Stock Offering will receive, without additional charge, one warrant to purchase one additional share of Common Stock for each four shares purchased in the Stock Offering (each a “Warrant” and collectively the “Warrants”). The warrants will be exercisable for three years from the completion of the Stock Offering at a an exercise price expected to be of $5.00 1.00 per share. The Offering is being made to warrants will not be transferrable, no fractional warrants will be issued, and the Company's existing shareholders who number of warrants issued will have a basic subscription right plus an oversubscription right if there are shares remaining available. (b) As part of the Offering, if and when the Registration Statement (as defined below) becomes effective, the Company will offer to standby purchasers, consisting of certain institutional investors and high net worth individuals (the "Standby Purchasers") the opportunity to purchase up to 9.6 million shares of Class A common stock, if available, after exercise of the basic subscription rights and oversubscription rights by shareholders; provided, however, that the Company will sell to such Standby Purchasers, if requested by the Standby Purchasers, up to at least 4 million shares of Class A common stock in the aggregatebe rounded down. The Standby Purchasers will acquire shares of Class A common stock at the same price per share offered to the shareholders. (c) In connection with the Stock Offering, the Company has filed a Registration Statement on Form S-2 with the Securities and Exchange Commission (the "“Commission"”) a registration statement on April 6, 2001 Form S-1 (Commission File No. 333-58396333- ) including the related preliminary prospectus or prospectuses covering the registration of the Securities under the Securities Act of 1933, as amended (the "Initial Registration Statement") covering those shares offered to the shareholders “Securities Act”). Promptly after execution and the Standby Purchasers. (d) The shareholder rights portion delivery of the Offering and sale of underlying securities will be conducted solely by this Agreement, the Company will prepare and its officers without additional compensation for such selling activities. The Standby Purchaser portion of the Offering and sale of underlying securities will be offered exclusively by the Placement Agent on file a best efforts basis prospectus in accordance with the terms provisions of Rule 430A (“Rule 430A”) of the rules and regulations of the Commission under the Securities Act (the “Securities Act Regulations”) and paragraph (b) of Rule 424 (“Rule 424(b)”) of the Securities Act Regulations. The information included in such prospectus that was omitted from such registration statement at the time it became effective but that is deemed to be part of such registration statement at the time it became effective pursuant to paragraph (b) of Rule 430A is referred to as “Rule 430A Information.” Each prospectus used before such registration statement became effective, and any prospectus that omitted Rule 430A Information that was used after such effectiveness and prior to the execution and delivery of this Agreement, is herein called a “preliminary prospectus. (e) ” Such registration statement, including the exhibits, and the schedules thereto, if any, and any documents incorporated by reference therein pursuant to Item 12 of Form S-1 under the Securities Act at the time it became effective and including the Rule 430A Information, is herein called the “Registration Statement.” The Placement Agent will act as final prospectus, including the Company's financial advisor regarding the structure of the rights offering. The Company will pay the Placement Agent $250,000 for its advisory services. The Placement Agent will use its best efforts to identify potential Standby Purchasers preliminary prospectus, and will assist the Company in negotiating standby purchase agreements with such Standby Purchasersany documents incorporated by reference therein, all as contemplated by the Prospectus (as defined below); provided, however, that no offers or sales will be made until the Registration Statement (as defined below) has become effective. For effecting arrangements with Standby Purchasers, the Company shall pay the Placement Agent a fee of 4% of the aggregate purchase price of the Class A common stock sold to Standby Purchasers in the Offering. Total advisory and other fees payable form first furnished to the Placement Agent in this Offering are limited to $1 million. (f) The closing of the sale of Class A common stock to the Standby Purchasers (the "Closing") will occur at the same time as the closing of the sale of the Class A common stock Financial Advisor for use in connection with the shareholder rights portion offering of the OfferingSecurities is herein called the “Prospectus.” For purposes of this Agreement, all at the place, date and time for delivery of payment and shares as provided in references to the Registration Statement Statement, any preliminary prospectus, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval system ("Closing Date"“▇▇▇▇▇”). (g) The public offering price of the Class A common stock will be determined by the board of directors of the Company.

The Offering. (a) The Company proposes to undertake the Offering pursuant to which each holder of Common Stock, Series 1 Preferred and Series 2 Preferred shall receive two Subscription Rights for every share of Common Stock held of record by such holder or into which the preferred stock is commencing a shareholder rights and standby purchaser offering exercisable, as the case may be, at the close of business on December 2, 2024 (the "Offering"“Record Date”). Holders of Subscription Rights (each, a “Holder”) of 16 million shares of Class A common stock, without par value, of the Company ("Class A common stock"), subject will be entitled to the Company's right to increase the size of the Offering to 17.6 million shares of Class A common stocksubscribe for and purchase, at a price expected the Subscription Price, one Unit for every Subscription Right granted to be $5.00 per share. The Offering is being made Holders on the Record Date (the “Basic Subscription Right”) and an over-subscription privilege which will entitle Holders to purchase additional Units for which other Holders do not subscribe (the Company's existing shareholders who will have a basic subscription right plus an oversubscription right if there are shares remaining available“Over-Subscription Privilege”). (b) As part of the Offering, if and when the Registration Statement (as defined below) becomes effective, the Company will offer to standby purchasers, consisting of certain institutional investors and high net worth individuals (the "Standby Purchasers") the opportunity to purchase up to 9.6 million shares of Class A common stock, if available, after exercise of the basic subscription rights and oversubscription rights by shareholders; provided, however, that the Company will sell to such Standby Purchasers, if requested by the Standby Purchasers, up to at least 4 million shares of Class A common stock in the aggregate. The Standby Purchasers will acquire shares of Class A common stock at the same price per share offered to the shareholdersSubscription Rights shall be non-transferable. (c) In connection with the Offering, the Company filed a Registration Statement on Form S-2 with the Securities and Exchange Commission Any Holder who fully exercises all Basic Subscription Rights issued to such Holder is entitled to subscribe for Units which were not otherwise subscribed for by other Holders pursuant to their Basic Subscription Rights (the "Commission") on April 6, 2001 “Over-Subscription Privilege”). The Over-Subscription Privilege shall allow a Holder to subscribe for any or all of the Units which were not otherwise subscribed for as of the Subscription Rights Expiration Date (Commission File Noas defined below). 333-58396) (the "Initial Registration Statement") covering those shares offered Units acquired pursuant to the shareholders Basic Subscription Right and the Standby Purchasers. (d) The shareholder rights portion of the Offering Over-Subscription Privilege are subject to certain limitations and sale of underlying securities will be conducted solely by the Company and its officers without additional compensation for such selling activities. The Standby Purchaser portion of the Offering and sale of underlying securities will be offered exclusively by the Placement Agent on a best efforts basis pro rata allocation, as more fully discussed in accordance with the terms of this Agreement. (e) The Placement Agent will act as the Company's financial advisor regarding the structure of the rights offering. The Company will pay the Placement Agent $250,000 for its advisory services. The Placement Agent will use its best efforts to identify potential Standby Purchasers and will assist the Company in negotiating standby purchase agreements with such Standby Purchasers, all as contemplated by the Prospectus (as defined below); provided, however, that no offers or sales will be made until . (d) Unless extended as provided in the Registration Statement Prospectus (as defined below) has become effective), the Subscription Rights are intended to expire at 5:00 p.m., Eastern time, on December 20, 2024 (the “Subscription Rights Expiration Date”). For effecting arrangements with Standby PurchasersNotwithstanding the foregoing, the Company shall pay have the Placement Agent right to extend the Subscription Rights Expiration Date for up to an additional thirty (30) calendar days in its sole discretion, in which case all Basic Subscription Rights and Over-Subscription Privileges exercised during the extension period will be filled on a fee first-come, first-serve basis. The Company will announce any extension in a press release issued no later than 9:00 a.m., Eastern time, on the business day after the most recently announced expiration date. The Series Rights are exercisable commencing on their date of 4issuance at an exercise price equal to the higher of (x) the Unit Subscription Price or (y)(i) in the case of the Series A Rights, 90% of the aggregate purchase volume weighted average price (“VWAP”) of the Class Common Stock over the last three trading days prior to the expiration date of the Series A common stock sold Rights, which is 30 days following the Closing Date of the Subscription Rights offering, but in any event not to Standby Purchasers exceed 150% of the Unit Subscription Price, (ii) in the Offering. Total advisory and other fees payable case of the Series B Rights, 87.5% of the VWAP of the Common stock over the last three trading days prior to the Placement Agent expiration date of the Series B Rights, which is 60 days following the Closing Date of the Subscription Rights Offering, but in this Offering are limited any event not to $1 millionexceed 200% of the Unit Subscription Price, and (iii) in the case of the Series C Rights, 85% of the VWAP of the Common Stock over the last three trading days prior to the expiration date of the Series C Rights, which is 90 days following the Closing Date of the Subscription Rights Offering, but in any event not to exceed 250% of the Unit Subscription Price, with the exercise price in each instance rounded down to the nearest whole cent. If at the expiration date of each Series Right (each, a “Series Right Expiration Date”), the exercise price as determined above, is lower than the initial maximum amount paid, any excess subscription amount paid by a Holder will be promptly, returned to the Holder, without interest or penalty. (fe) The All funds from the exercise of Rights shall be deposited with a bank or other financial institution and Continental Stock Transfer and Trust Company shall act as the subscription and escrow agent (the “Subscription Agent”). Funds from the exercise of Subscription Rights shall be held in a segregated escrow account pending a final determination of the number of Units to be issued pursuant to the exercise of Basic Subscription Rights and Over-Subscription Privileges. As soon as practicable after the Subscription Rights Expiration Date, the Company shall conduct a closing of the sale of Class A common stock Subscription Rights. As soon as practicable after each Series Right Expiration Date, the Company shall conduct a closing as to the Standby Purchasers (the "Closing") will occur at the same time as the closing of the sale of the Class A common stock in connection with the shareholder rights portion of the Offering, all at the place, date and time for delivery of payment and shares as provided in the Registration Statement ("Closing Date")each Series Right. (g) The public offering price of the Class A common stock will be determined by the board of directors of the Company.

The Offering. On February 16, 2016, the board of directors of Illinois Casualty adopted a Plan of Conversion, which was amended and restated on June 14, 2016 (the “Plan”). The Plan provides for the conversion of Illinois Casualty from mutual to stock form (the “Conversion”). The Plan also provides for (a) The Company is commencing a shareholder rights and standby purchaser offering (the "Offering") issuance of 16 million shares of Class A common stock, without par value, all of the Company ("Class A outstanding common stock"), subject to the Company's right to increase the size stock of Illinois Casualty upon completion of the Offering Conversion to 17.6 million shares of Class A common stockHoldings, at a price expected to be $5.00 per share. The Offering is being made to the Company's existing shareholders who will have a basic subscription right plus an oversubscription right if there are shares remaining available. and (b) As part the formation of Holdings as a stock holding company that will own 100% of the Offering, if and when the Registration Statement (as defined below) becomes effective, the Company will offer to standby purchasers, consisting of certain institutional investors and high net worth individuals (the "Standby Purchasers") the opportunity to purchase up to 9.6 million shares of Class A common stock, if available, after exercise of the basic subscription rights and oversubscription rights by shareholders; provided, however, that the Company will sell to such Standby Purchasers, if requested by the Standby Purchasers, up to at least 4 million shares of Class A common stock in the aggregateof Illinois Casualty. The Standby Purchasers will acquire shares of Class A common stock at the same price per share offered to the shareholders. (c) In connection with the Conversion, Holdings is offering up to 4,088,889 shares (the “Shares”) of its common stock, $0.01 par value (the “Common Stock”), in (i) a subscription offering (the “Subscription Offering”), and, if necessary, (ii) a direct community offering (the “Community Offering”), and (iii) if necessary, a syndicated offering (the “Syndicated Offering”). The Subscription Offering, the Company filed Community Offering and the Syndicated Offering are herein sometimes collectively referred to as the “Offering.” The Shares will constitute 100% of the outstanding common stock of Holdings after completion of the Offering. Holdings will issue the Shares at a Registration Statement on Form S-2 purchase price of $10.00 per share (the “Purchase Price”). If the number of Shares is increased or decreased in accordance with the Plan, the term “Shares” shall mean such greater or lesser number, where applicable. The shares of Common Stock to be offered in the Subscription Offering will be offered pursuant to nontransferable subscription rights in the following order of priority (subject to limitations set forth in the Plan): • eligible members of Illinois Casualty, who are the named insureds under policies of insurance issued by Illinois Casualty and in force on February 16, 2016; • the Employee Stock Ownership Plan formed by Illinois Casualty (the “ESOP”); and • officers, directors, and employees of Illinois Casualty. Holdings may offer shares of Common Stock for which subscriptions have not been received in the Subscription Offering to the following categories of purchasers (listed in order of priority) in the Community Offering before offering them to the general public: • Named insureds under policies of insurance issued by Illinois Casualty after February 16, 2016; • Licensed insurance producers appointed by Illinois Casualty who have produced business within the last 12 months; and • Members of the general public. In the event a Community Offering is held, it may be held at any time during or immediately after the Subscription Offering. Depending on market conditions, shares not subscribed for in the Subscription Offering or in the Community Offering may be offered in the Syndicated Offering to selected members of the general public on a best-efforts basis through a syndicate of registered broker-dealers who are members of the Financial Industry Regulatory Authority (“FINRA”). The Syndicated Offering will be managed by the Agent. It is acknowledged that the number of Shares to be sold in the Offering may be increased or decreased as described in the Prospectus (as hereinafter defined), that the purchase of Shares in the Offering is subject to maximum and minimum purchase limitations as described in the Prospectus, and that Holdings may reject, in whole or in part, any subscription received in the Community Offering or Syndicated Offering. Holdings has filed with the U.S. Securities and Exchange Commission (the "“Commission"”) a Registration Statement on April 6, 2001 Form S-1 (Commission File No. 333-58396214081) in order to register the Shares under the Securities Act of 1933, as amended (the "Initial “1933 Act”), and the regulations promulgated thereunder (the “1933 Act Regulations”) and has filed such amendments thereto as have been required to the date hereof (the “Registration Statement") covering those shares offered to the shareholders and the Standby Purchasers. (d) The shareholder rights portion of the Offering and sale of underlying securities will be conducted solely by the Company and its officers without additional compensation for such selling activities”). The Standby Purchaser portion of the Offering term “Registration Statement” shall include any documents incorporated by reference therein and sale of underlying securities will be offered exclusively by the Placement Agent on a best efforts basis in accordance with the terms of this Agreement. (e) The Placement Agent will act as the Company's all financial advisor regarding the structure of the rights offeringschedules and exhibits thereto, including post-effective amendments. The Company will pay the Placement Agent $250,000 for its advisory services. The Placement Agent will use its best efforts to identify potential Standby Purchasers and will assist the Company in negotiating standby purchase agreements with such Standby Purchasersprospectus, all as contemplated by the Prospectus (as defined below); providedamended, however, that no offers or sales will be made until the Registration Statement (as defined below) has become effective. For effecting arrangements with Standby Purchasers, the Company shall pay the Placement Agent a fee of 4% of the aggregate purchase price of the Class A common stock sold to Standby Purchasers in the Offering. Total advisory and other fees payable to the Placement Agent in this Offering are limited to $1 million. (f) The closing of the sale of Class A common stock to the Standby Purchasers (the "Closing") will occur at the same time as the closing of the sale of the Class A common stock in connection with the shareholder rights portion of the Offering, all at the place, date and time for delivery of payment and shares as provided included in the Registration Statement at the time it initially becomes effective is hereinafter called the “Prospectus,” except that if any prospectus is filed by Holdings pursuant to Rule 424(b) or ("Closing Date"). (gc) The public offering price of the Class A common stock will be determined by 1933 Act Regulations differing from the board prospectus included in the Registration Statement at the time it initially becomes effective, the term “Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time such prospectus is filed with the Commission and shall include any supplements and amendments thereto from and after their dates of directors effectiveness or use, respectively. Concurrently with the execution of this Agreement, Holdings is delivering to the Agent copies of the CompanyProspectus, dated , 2016, of Holdings to be used in the Subscription Offering and Community Offering (if any), and, if necessary, will deliver copies of the Prospectus and any prospectus supplement for use in a Syndicated Offering as defined in the Prospectus. In accordance with Section 59.1 of the Illinois Insurance Code, 215 ILCS 5/59.1 (the “Insurance Code”), Illinois Casualty has filed with the Illinois Department of Insurance (the “Department”) an application for conversion and has filed such amendments thereto and supplementary materials as may have been required to the date hereof (such application, as amended to date, is hereinafter referred to as the “Conversion Application”), including a copy of the Proxy Statement for a Special Meeting of the voting members of Illinois Casualty relating to the Conversion (the “Proxy Statement”), the Pro Forma Valuation Report prepared by ▇▇▇▇▇▇▇ Financial, Inc. (the “Appraisal”), and the Prospectus.

The Offering. (a) The Company is commencing a As described in the Prospectus, record holders of common stock will receive 0.65 Rights for each share of common stock held on the Record Date. Each Right will entitle the shareholder rights and standby purchaser offering to subscribe for one share of the Series E Preferred Stock (the "OfferingBasic Subscription Right") at a subscription price of 16 million $1.50 per share (the "Subscription Price"). In addition, each holder of Rights who exercises a Basic Subscription Right in full will be eligible to subscribe (the "Over-Subscription Right") at the Subscription Price for shares of Class A common stock, without par value, Series E Preferred Stock that are not otherwise purchased pursuant to the exercise of Rights under the Company Basic Subscription Right (the "Class A common stockExcess Shares"), subject to the Company's right to increase the size availability and pro-ration as described below. Each holder of the Offering to 17.6 million shares Rights may only exercise an Over-Subscription Right if he/she exercised his/her Basic Subscription Right in full and other holders of Class A common stock, at a price expected to be $5.00 per shareBasic Subscription Rights do not exercise their Basic Subscription Rights in full. The Offering is being made to the Company's existing shareholders who will have a basic subscription right plus an oversubscription right if If there are shares remaining available. (b) As part of not enough Excess Shares to satisfy all subscriptions made under the Offering, if and when the Registration Statement (as defined below) becomes effectiveOver-Subscription Right, the Company will offer to standby purchasers, consisting of certain institutional investors and high net worth individuals (allocate the "Standby Purchasers") the opportunity to purchase up to 9.6 million shares of Class A common stock, if availableremaining Excess Shares pro rata, after eliminating all fractional shares, among those Rights holders who exercised their Over-Subscription Rights. "Pro rata" means in proportion to the amount of over-subscription price tendered by each person seeking to exercise their Over-Subscription Right as of the basic subscription rights Expiration Time of the Rights Offering. If there is a pro rata allocation of the remaining Excess Shares and oversubscription rights by shareholders; provideda holder of Rights receives an allocation of a greater number of Excess Shares than he/she subscribed for under their Over-Subscription Right, however, that then the Company will sell allocate to such Standby Purchasers, if requested by he/she only the Standby Purchasers, up to at least 4 million shares number of Class A common stock in the aggregate. The Standby Purchasers will acquire shares of Class A common stock at the same price per share offered to the shareholders. (c) In connection with the Offering, the Company filed a Registration Statement on Form S-2 with the Securities and Exchange Commission (the "Commission") on April 6, 2001 (Commission File No. 333-58396) (the "Initial Registration Statement") covering those shares offered to the shareholders and the Standby Purchasers. (d) The shareholder rights portion of the Offering and sale of underlying securities will be conducted solely by the Company and its officers without additional compensation Excess Shares for such selling activities. The Standby Purchaser portion of the Offering and sale of underlying securities will be offered exclusively by the Placement Agent on a best efforts basis in accordance with the terms of this Agreement. (e) The Placement Agent will act as the Company's financial advisor regarding the structure of the rights offeringwhich he/she subscribed. The Company will pay allocate the Placement Agent $250,000 for its advisory servicesremaining Excess Shares among all other holders exercising Over-Subscription Rights. See "The Rights Offering Subscription Rights" in the Prospectus. The Placement Agent will use its best efforts to identify potential Standby Purchasers and will assist the Company in negotiating standby purchase agreements with such Standby Purchasers, all as contemplated by the Prospectus (as defined below); provided, however, that no offers or sales Rights will be made until the Registration Statement (as defined below) has become effective. For effecting arrangements with Standby Purchasers, the Company shall pay the Placement Agent a fee of 4% of the aggregate purchase price of the Class A common stock sold to Standby Purchasers in the Offering. Total advisory and other fees payable to the Placement Agent in this Offering are limited to $1 million. (f) The closing of the sale of Class A common stock to the Standby Purchasers evidenced by transferable Rights certificates (the "ClosingSubscription Rights Certificates") will occur at the same time as the closing of the sale of the Class A common stock in connection with the shareholder rights portion of the Offering, all at the place, date and time for delivery of payment and shares as provided in the Registration Statement ("Closing Date"). (g) The public offering price of the Class A common stock will be determined by null and void and cease to have value at or after the board of directors of the CompanyExpiration Time.

The Offering. (a) The Company is commencing a shareholder rights and standby purchaser offering for sale in this offering (the "Offering") up to 7,000,000 shares (the "Maximum Offering") of 16 million shares of Class A its common stock, par value $0.001 per share (the "Common Stock"). Notwithstanding the foregoing, the Company, in its sole discretion, may increase the Maximum Offering, at any time during the Offering and without par valueprior notice, of by up to ten percent (10%). There is no minimum offering, and the Company may accept and close upon subscriptions from time to time in its sole discretion during the offering period referred to in this Agreement. In addition to the shares of Common Stock being offered hereby (the "Class A common stockShares"), for every two Shares acquired by a Purchaser at an applicable Closing (as such term is hereinafter defined) pursuant to this Agreement, the Company shall deliver to such Purchaser a warrant (the "Warrant") to purchase one share of Common Stock. The Warrants, which shall not be transferable, shall initially be exercisable at $3.00 per share of Common Stock, subject to adjustment, and be exercisable for a period of three (3) years after issuance or until the Company's right date which is ten (10) days after the Company furnishes written notice to increase the size Warrant holder that the market price of the Common Stock has been at least 400% of the then applicable exercise price of the Warrant for a period of at least thirty (30) days, and the average trading volume of the Common Stock has been at least 100,000 shares per day during the preceding thirty (30) days. The shares of Common Stock which may be acquired upon exercise of a Warrant are sometimes hereinafter referred to as the "Warrant Shares"). The Shares and the Warrants are sometimes hereinafter referred to as the "Securities". The Purchasers of the Securities shall have the benefit of certain registration rights in respect of the Shares and the Warrant Shares on the terms and conditions of a Registration Rights Agreement, in the form of Exhibit A hereto (the "Registration Rights Agreement"). The Company is offering the Securities only to individuals, entities or groups, including, without limitation, corporations, limited liability companies, limited or general partnerships, joint ventures, associations, joint stock companies, trusts, unincorporated organizations, or governments or any agencies or political subdivisions thereof (each, a "Person") who are "accredited investors" (as defined herein). The Company is making the Offering of the Securities directly through certain of its officers and its directors, but may engage a placement agent (the "Placement Agent") and other registered broker-dealers ("Other Participating Agents") may also place Securities. If the Company should engage a Placement Agent or any Other Participating Agent, the Company presently intends to pay to the Placement Agent and to Other Participating Agents, if any, commissions equal to up to 10% of the gross sales price of the Shares sold in the offering by the applicable Placement Agent or Other Participating Agent. In addition, the Company presently intends to issue to any such Placement Agent or Other Participating Agent, if any, at the final Closing warrants (the "Placement Agent Warrants") granting to such person warrant coverage equal to 10% on the number of Shares (but not Warrant Shares) sold in the Offering to 17.6 million shares investors introduced by that person (without duplication of Class A common stock, at a price expected to be $5.00 per shareintroduction). The Offering is being made Placement Agent Warrants shall initially be exercisable at $2.00 per share of Common Stock, subject to adjustment, commencing one year after the Company's existing shareholders who will have a basic subscription right plus an oversubscription right if there are shares remaining available. date of issuance and continuing for five (b5) As part of years thereafter, and, unlike the Offering, if and when the Registration Statement (as defined below) becomes effective, the Company will offer Warrants issued to standby purchasers, consisting of certain institutional investors and high net worth individuals (the "Standby Purchasers") the opportunity to purchase up to 9.6 million shares of Class A common stock, if available, after exercise of the basic subscription rights and oversubscription rights by shareholders; provided, however, that the Company will sell to such Standby Purchasers, if requested by the Standby Purchasers, up to at least 4 million shares of Class A common stock in the aggregateshall contain a cashless exercise provision. The Standby Purchasers will acquire shares of Class A common stock at the same price per share offered to the shareholders. (c) In connection with the Offering, the Company filed a Registration Statement on Form S-2 with the Securities and Exchange Commission (the "Commission") on April 6, 2001 (Commission File No. 333-58396) (the "Initial Registration Statement") covering those shares offered to the shareholders and the Standby Purchasers. (d) The shareholder rights portion of the Offering and sale of underlying securities will Placement Agent Warrants shall be conducted solely by the Company and its officers without additional compensation for such selling activities. The Standby Purchaser portion of the Offering and sale of underlying securities will be offered exclusively transferable by the Placement Agent on a best efforts basis or Other Participating Agent receiving the same to its officers, directors, shareholders and employees, as well as by such persons to their immediate family affiliates in accordance connection with estate planning, provided that no such transfer or disposition may be made other than in compliance with applicable securities laws and furnishing satisfactory evidence of such compliance to the terms of this Agreement. (e) Company. The Company will indemnify the Placement Agent will act as the Company's financial advisor regarding the structure of the rights offeringand any Other Participating Agents, if any, against certain liabilities. The Company will pay the Placement Agent $250,000 for its advisory services. The Placement Agent will use its best efforts to identify potential Standby Purchasers and will assist the Company in negotiating standby purchase agreements with such Standby Purchasers, all as contemplated by the Prospectus (as defined below); provided, however, that no offers or sales will be made until the Registration Statement (as defined below) has become effective. For effecting arrangements with Standby Purchasers, the Company shall pay the Placement Agent a fee own costs of 4% of the aggregate purchase price of the Class A common stock sold to Standby Purchasers in the Offering. Total advisory and other fees payable The Company will also pay a non-accountable expense fee to the Placement Agent in this Offering are limited equal to $1 million. (f) The closing 3% of the sale gross sales price of Class A common stock the Shares (but not any Warrant Shares) sold in the Offering to investors introduced by the Placement Agent (without duplication of introduction), such 3% amount being sometimes hereafter referred to as the "Non-Accountable Expense Allowance. Notwithstanding the foregoing, the Non-Accountable Expense Allowance shall be reduced on a dollar-for-dollar basis by the fees and expenses of the Company's counsel for preparing and furnishing the opinion letter referred to in Section 3.4(d) of this Agreement. All subscription proceeds in the Offering will be paid at Closing to the Standby Purchasers account or accounts specified in or pursuant to Section 1.2 herein, provided that the Company will utilize an escrow agent (the "ClosingEscrow Agent") will occur at for receipt of funds if required under applicable law. All references in this Agreement to the same time as Escrow Agent shall be deemed to be references to the closing of the sale of the Class A common stock in connection with the shareholder rights portion of the Offering, all at the place, date and time for delivery of payment and shares as provided Company in the Registration Statement ("Closing Date")event that there is no third party Escrow Agent. (g) The public offering price of the Class A common stock will be determined by the board of directors of the Company.

The Offering. (a) The actual price per share of the ordinary shares that the selling shareholder will offer pursuant hereto will depend on a number of factors that may be relevant as of the time of offer. See “Plan of Distribution.” Issuer NANO-X IMAGING LTD Selling Shareholder The selling shareholder may sell from time to time pursuant to this prospectus up to 4,869,909 of our ordinary shares, which is comprised of up to 2,262,443 ordinary shares issuable upon exercise of the SK Warrant and 2,607,466 ordinary shares held by the selling shareholder. See “Selling Shareholder.” Securities Offered We may offer from time to time up to an aggregate of $150,000,000 of our ordinary shares, warrants and debt securities. The selling shareholder may offer from time to time up to an aggregate 4,869,909 of our ordinary shares. Use of Proceeds We intend to use the net proceeds from the sale of any securities offered by us under this prospectus for funding our research and development, manufacturing activities and for general corporate purposes unless otherwise indicated in the applicable prospectus supplement. We will not receive any of the proceeds from the sale or other disposition of the ordinary shares offered by the selling shareholder pursuant to this prospectus. See “Use of Proceeds.” Registration of the Ordinary Shares We agreed to register the ordinary shares for resale under the Securities Act pursuant to the Registration Rights Agreement, among the Company is commencing a shareholder rights and standby purchaser offering the investors party thereto (the "Offering") of 16 million shares of Class A common stock, without par value, “Registration Rights Agreement”). Under the terms of the Company ("Class A common stock")Registration Rights Agreement, subject to the Company's right to increase the size of the Offering to 17.6 million shares of Class A common stock, at a price expected to be $5.00 per share. The Offering is being made to the Company's existing shareholders who will have a basic subscription right plus an oversubscription right if there are shares remaining available. (b) As part of the Offering, if and when the Company effects a Piggyback Registration Statement (as defined below) becomes effective, the Company will offer to standby purchasers, consisting of certain institutional investors and high net worth individuals (the "Standby Purchasers") the opportunity to purchase up to 9.6 million shares of Class A common stock, if available, after exercise of the basic subscription rights and oversubscription rights by shareholders; provided, however, that the Company will sell to such Standby Purchasers, if requested by the Standby Purchasers, up to at least 4 million shares of Class A common stock in the aggregate. The Standby Purchasers will acquire shares Registration Rights Agreement), we are required to register for resale the number of Class A common stock at the same price per share offered to the shareholders. (c) In connection with the Offering, the Company filed a Registration Statement on Form S-2 with the Registrable Securities and Exchange Commission (the "Commission") on April 6, 2001 (Commission File No. 333-58396) (the "Initial Registration Statement") covering those shares offered to the shareholders and the Standby Purchasers. (d) The shareholder rights portion of the Offering and sale of underlying securities will be conducted solely by the Company and its officers without additional compensation for such selling activities. The Standby Purchaser portion of the Offering and sale of underlying securities will be offered exclusively by the Placement Agent on a best efforts basis in accordance with the terms of this Agreement. (e) The Placement Agent will act as the Company's financial advisor regarding the structure of the rights offering. The Company will pay the Placement Agent $250,000 for its advisory services. The Placement Agent will use its best efforts to identify potential Standby Purchasers and will assist the Company in negotiating standby purchase agreements with such Standby Purchasers, all as contemplated by the Prospectus (as defined below); provided, however, that no offers or sales will be made until the Registration Statement (as defined below) has become effective. For effecting arrangements with Standby Purchasers, the Company shall pay the Placement Agent a fee of 4% of the aggregate purchase price of the Class A common stock sold to Standby Purchasers in the Offering. Total advisory and other fees payable to the Placement Agent in this Offering are limited to $1 million. (f) The closing of the sale of Class A common stock to the Standby Purchasers (the "Closing") will occur at the same time as the closing of the sale of the Class A common stock in connection with the shareholder rights portion of the Offering, all at the place, date and time for delivery of payment and shares as provided in the Registration Statement ("Closing Date")Rights Agreement) requested for inclusion in such registration statement. Listing Our ordinary shares are listed on the Nasdaq under the symbol “NNOX. (g) The public offering price ” Risk Factors You should consider carefully all of the Class A common stock will be determined information that is contained or incorporated by reference in this prospectus and, in particular, you should evaluate the board of directors of the Companyrisks described under “Risk Factors.”

The Offering. (a) The Company is commencing a shareholder rights and standby purchaser offering (This Subscription Agreement confirms the "Offering") of 16 million shares of Class A common stock, without par value, of Subscriber’s agreement to purchase from the Company ("Class A common stock")Corporation, subject to the Company's right terms and conditions set forth herein, that number of Special Warrants, at the price of $0.75 per Special Warrant (the “Purchase Price”), set out beside your name on the Execution Page hereof (the “Purchased Securities”). The Subscriber acknowledges (on its own behalf and, if applicable, on behalf of each beneficial purchaser for whom the Subscriber is contracting hereunder) that the Purchased Securities form part of a larger sale of an aggregate of up to increase 30,666,700 Special Warrants (the size “Offered Securities”) pursuant to the Agency Agreement which are being offered on a private placement basis to Persons resident in the Provinces of Canada as may be agreed among the Corporation and the Agents, to U.S. Subscribers, and in certain other jurisdictions outside of North America. A term sheet with respect to the offering of the Offering Offered Securities is attached hereto as schedule A. Each Offered Security shall entitle the holder thereof to 17.6 million shares receive, without the payment of Class A common stockadditional consideration, at a price expected upon the exercise , one Special Warrant Share and one-half of one Warrant (subject to be $5.00 per share. The Offering is being made to the Company's existing shareholders who will have a basic subscription right plus an oversubscription right if there are shares remaining available. (b) As part of the Offering, if and when the Registration Statement (adjustment as defined below) becomes effective, the Company will offer to standby purchasers, consisting of certain institutional investors and high net worth individuals (the "Standby Purchasers") the opportunity to purchase up to 9.6 million shares of Class A common stock, if available, after exercise of the basic subscription rights and oversubscription rights by shareholders; provided, however, that the Company will sell to such Standby Purchasers, if requested by the Standby Purchasers, up to at least 4 million shares of Class A common stock provided in the aggregate. The Standby Purchasers will Special Warrant Indenture), each Warrant being exercisable to acquire shares one Common Share at an exercise price of Class A common stock at $1.10 for a period of 60 months after the same price per share offered Closing Date, subject to the shareholders. (c) In connection with the Offering, the Company filed a Registration Statement on Form S-2 with the Securities and Exchange Commission (the "Commission") on April 6, 2001 (Commission File No. 333-58396) (the "Initial Registration Statement") covering those shares offered to the shareholders and the Standby Purchasers. (d) The shareholder rights portion of the Offering and sale of underlying securities will be conducted solely by the Company and its officers without additional compensation for such selling activities. The Standby Purchaser portion of the Offering and sale of underlying securities will be offered exclusively by the Placement Agent on a best efforts basis adjustment in accordance with the terms of this Agreement. (e) The Placement Agent will act as the Company's financial advisor regarding the structure provisions of the rights offeringSpecial Warrant Indenture, until 5:00 p.m. (Vancouver time) on the Expiry Date. Any Offered Securities not exercised prior to 5:00 p.m. (Vancouver time) on the Expiry Date shall be deemed to be exercised immediately prior to such time on the Expiry Date without any further action on the part of the holder. The Company will pay the Placement Agent $250,000 for its advisory services. The Placement Agent will Corporation covenants and agrees use its commercially reasonable best efforts to identify potential Standby Purchasers prepare and will assist file the Company Preliminary Prospectus in negotiating standby purchase agreements with such Standby Purchasers, all as contemplated by the Prospectus (as defined below); provided, however, that no offers or sales will be made until Qualifying Jurisdictions and the Registration Statement with the SEC, and to use its reasonable best efforts to promptly finalize and file the Final Prospectus and cause the Registration Statement to be declared effective by the SEC and, in the case of the Final Prospectus, obtain from the British Columbia Securities Commission, or such other applicable securities commission of a Canadian province, as principal regulator under National Policy 43-201 and the MRRS, a decision document evidencing that receipts were obtained from each of the Securities Commissions for the Final Prospectus. In the event that (as defined belowi) a decision document evidencing that receipts were obtained from each of the Securities Commissions is not received from the British Columbia Securities Commission, or such other applicable securities commission of a Canadian province, for the Final Prospectus or the Corporation otherwise fails to become a reporting issuer in a jurisdiction of Canada, or (ii) the Registration Statement has become effective. For effecting arrangements with Standby Purchasersnot been declared effective by the SEC, in each case, on or prior to the Qualification Deadline, the Company shall Corporation will pay to the Placement Agent Subscriber a fee of 4liquidity incentive (the “Liquidity Incentive”) equal to 1% of the aggregate purchase price Purchase Price paid by the Subscriber for the Purchased Securities (which amount is set forth on the Execution Page of this Agreement) multiplied by the Class A common stock sold number of months (pro-rated for partial months) commencing on the Qualification Deadline and expiring on the later of (i) the Qualification Date or the date the Corporation otherwise becomes a reporting issuer in a jurisdiction of Canada, and (ii) the date on which the Registration Statement is declared effective by the SEC. Notwithstanding anything to Standby Purchasers in the Offering. Total advisory and other fees contrary contained herein (i) the total Liquidity Incentive payable to the Placement Agent Subscriber shall not exceed: (a) in any given month, 1% of the aggregate Purchase Price paid by the Subscriber for the Purchased Securities; or (b) an aggregate amount equal to 12% of the aggregate Purchase Price paid by the Subscriber for the Purchased Securities; the Liquidity Incentive shall be payable at the end of each month, and shall be subject to “gross up” to compensate for the impact of withholding taxes, if applicable, and (ii) to the extent that the registration by the Corporation of any or all of the Registerable Securities pursuant to the Registration Statement is prohibited (in this Offering are limited section, the “Non-Registered Securities”) as a result of rules, regulations, positions or releases issued or actions taken by the SEC pursuant to $1 million. (f) its authority with respect to Rule 415 under the 1933 Act and the Corporation has registered at such time the maximum number of Registrable Securities permissible upon consultation with the SEC, then the Liquidity Incentive described herein shall not be applicable to such Non-Registered Securities. The closing of the sale of Class A common stock above-mentioned “gross up” amount, which may become payable to the Standby Purchasers (Subscriber pursuant to this section 2, shall be returned to the "Closing") will occur at Corporation to the same time as extent of any tax credit or other form of refund or credit received by or credited to the closing Subscriber subsequent to the date of the sale of the Class A common stock any such payment in connection with the shareholder rights portion Liquidity Incentive, provided that such tax credit or refund was directly connected to the payment representing such “gross up”. If the Corporation does not obtain from the British Columbia Securities Commission, or such other applicable securities commission of a Canadian province, as principal regulator under National Policy 43-201 and the MRRS, a decision document evidencing that receipts were obtained from each of the OfferingSecurities Commissions for the Final Prospectus, all at the place, date and time for delivery of payment and shares as provided in or the Registration Statement ("Closing Date"). (g) The public offering price of has not been declared effective by the Class A common stock SEC, the Special Warrants, the Special Warrant Shares, the Warrants and the Warrant Shares will be determined by the board of directors of the Companysubject to resale restrictions pursuant to applicable Securities Laws. Subscribers are advised to consult their own legal advisors in this regard.

The Offering. On March 8, 2018, the board of directors of Federal Life Mutual adopted a Plan of Conversion (the “Plan”). The Plan provides for the conversion of Federal Life Mutual from mutual to stock form (the “Conversion”). The Plan also provides for (a) The Company is commencing a shareholder rights and standby purchaser offering (the "Offering") issuance of 16 million shares of Class A common stock, without par value, all of the Company ("Class A outstanding common stock"), subject to the Company's right to increase the size stock of Federal Life Mutual upon completion of the Offering Conversion to 17.6 million shares of Class A common stockHoldCo, at a price expected to be $5.00 per share. The Offering is being made to the Company's existing shareholders who will have a basic subscription right plus an oversubscription right if there are shares remaining available. and (b) As part the formation of HoldCo as a stock holding company that will own 100% of the Offering, if and when the Registration Statement (as defined below) becomes effective, the Company will offer to standby purchasers, consisting of certain institutional investors and high net worth individuals (the "Standby Purchasers") the opportunity to purchase up to 9.6 million shares of Class A common stock, if available, after exercise of the basic subscription rights and oversubscription rights by shareholders; provided, however, that the Company will sell to such Standby Purchasers, if requested by the Standby Purchasers, up to at least 4 million shares of Class A common stock in the aggregateof Federal Life Mutual. The Standby Purchasers will acquire shares of Class A common stock at the same price per share offered to the shareholders. (c) In connection with the Conversion, HoldCo is offering up to 4,600,000 shares (the “Shares”) of its common stock, $0.01 par value (the “Common Stock”), in (i) a subscription offering (the “Subscription Offering”), and, if necessary, (ii) a direct community offering (the “Community Offering”), and (iii) if necessary, a syndicated offering (the “Syndicated Offering”). The Subscription Offering, the Company filed Community Offering and the Syndicated Offering are herein sometimes collectively referred to as the “Offering.” Except for any shares of Common Stock issued under any stock incentive plan adopted by HoldCo, the Shares will constitute 100% of the outstanding common stock of HoldCo after completion of the Offering. HoldCo will issue the Shares at a Registration Statement on Form S-2 purchase price of $10.00 per share (the “Purchase Price”). If the number of Shares is increased or decreased in accordance with the Plan, the term “Shares” shall mean such greater or lesser number, where applicable. The shares of Common Stock to be offered in the Subscription Offering will be offered pursuant to nontransferable subscription rights (subject to limitations set forth in the Plan) in the following order of priority · to eligible members of Federal Life, who are the named insureds under policies of insurance and holders of annuity contracts issued by Federal Life and in force on March 8, 2018 (the “Eligible Members”); and · directors and officers of HoldCo. HoldCo may offer shares of Common Stock for which subscriptions have not been received in the Subscription Offering to the following categories of purchasers (listed in order of priority) in the Community Offering before offering them to the general public: · employees of Federal Life; · Insurance Capital Group LLC (“ICG”); and · Up to four strategic investors. In the event a Community Offering is held, it may be held at any time during or immediately after the Subscription Offering. Depending on market conditions, shares not subscribed for in the Subscription Offering or in the Community Offering may be offered in the Syndicated Offering to selected members of the general public on a best-efforts basis through a syndicate of registered broker-dealers who are members of the Financial Industry Regulatory Authority (“FINRA”). The Syndicated Offering will be managed by the Agent. It is acknowledged that the number of Shares to be sold in the Offering may be increased or decreased as described in the Prospectus (as hereinafter defined), that the purchase of Shares in the Offering is subject to maximum and minimum purchase limitations as described in the Prospectus, and that HoldCo may reject, in whole or in part, any subscription received in the Community Offering or Syndicated Offering. HoldCo has filed with the U.S. Securities and Exchange Commission (the "“Commission"”) a Registration Statement on April 6, 2001 Form S-1 (Commission File No. 333377-5839602185) in order to register the Shares under the Securities Act of 1933, as amended (the "Initial “1933 Act”), and the regulations promulgated thereunder (the “1933 Act Regulations”) and has filed such amendments thereto as have been required to the date hereof (the “Registration Statement") covering those shares offered to the shareholders and the Standby Purchasers. (d) The shareholder rights portion of the Offering and sale of underlying securities will be conducted solely by the Company and its officers without additional compensation for such selling activities”). The Standby Purchaser portion of the Offering term “Registration Statement” shall include any documents incorporated by reference therein and sale of underlying securities will be offered exclusively by the Placement Agent on a best efforts basis in accordance with the terms of this Agreement. (e) The Placement Agent will act as the Company's all financial advisor regarding the structure of the rights offeringschedules and exhibits thereto, including post-effective amendments. The Company will pay the Placement Agent $250,000 for its advisory services. The Placement Agent will use its best efforts to identify potential Standby Purchasers and will assist the Company in negotiating standby purchase agreements with such Standby Purchasersprospectus, all as contemplated by the Prospectus (as defined below); providedamended, however, that no offers or sales will be made until the Registration Statement (as defined below) has become effective. For effecting arrangements with Standby Purchasers, the Company shall pay the Placement Agent a fee of 4% of the aggregate purchase price of the Class A common stock sold to Standby Purchasers in the Offering. Total advisory and other fees payable to the Placement Agent in this Offering are limited to $1 million. (f) The closing of the sale of Class A common stock to the Standby Purchasers (the "Closing") will occur at the same time as the closing of the sale of the Class A common stock in connection with the shareholder rights portion of the Offering, all at the place, date and time for delivery of payment and shares as provided included in the Registration Statement at the time it initially becomes effective is hereinafter called the “Prospectus,” except that if any prospectus is filed by HoldCo pursuant to Rule 424(b) or ("Closing Date"). (gc) The public offering price of the Class A common stock will be determined by 1933 Act Regulations differing from the board prospectus included in the Registration Statement at the time it initially becomes effective, the term “Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time such prospectus is filed with the Commission and shall include any supplements and amendments thereto from and after their dates of directors effectiveness or use, respectively. Concurrently with the execution of this Agreement, HoldCo is delivering to the Agent copies of the CompanyProspectus, dated [●], 2018, of HoldCo to be used in the Subscription Offering and Community Offering (if any), and, if necessary, will deliver copies of the Prospectus and any prospectus supplement for use in a Syndicated Offering as defined in the Prospectus. In accordance with Section 59.1 of the Illinois Insurance Code, 215 ILCS 5/59.1 (the “Insurance Code”), Federal Life Mutual has filed with the Illinois Department of Insurance (the “Department”) an application for conversion and has filed such amendments thereto and supplementary materials as may have been required to the date hereof (such application, as amended to date, is hereinafter referred to as the “Conversion Application”), including a copy of the Proxy Statement for a Special Meeting of the voting members of Federal Life Mutual relating to the Conversion (the “Proxy Statement”), the Pro Forma Valuation Report prepared by RP Financial, LC (the “Appraisal”), and the Prospectus.

The Offering. (a) The Company is commencing a shareholder rights and standby purchaser offering Issuer Online Disruptive Technologies, Inc. (the "Offering") of 16 million shares of Class A “Issuer”). Issue Price US$0.001 per common stock, without par value, share of the Company Issuer ("Class A common stock"each, a “Share”) Offering There is no minimum or maximum offering. Cancellation If the Subscriber ceases employment with the Issuer either due to: • the Subscriber leaving the Issuer for any reason; or • the Issuer firing the Subscriber for either gross negligence or willful misconduct; then the Subscriber agrees to cancel Shares (the “Cancelled Shares”) as follows: • if the Subscriber ceases employment with the Issuer within one year from the Closing Date, the Subscriber will cancel 3 million Shares; • if the Subscriber ceases employment with the Issuer between one year from the Closing Date and two years from the Closing Date, the Subscriber will cancel 1.5 million Shares; and • if the Subscriber ceases employment with the Issuer between two years from the Closing Date and three years from the Closing Date, the Subscriber will cancel 500,000 Shares. The Subscriber will execute all documents necessary to return all of the Cancelled Shares to the treasury of the Issuer. Selling Jurisdictions The Shares will be sold by the Issuer outside the United States and Canada (the “Selling Jurisdictions”), . Resale restrictions and legends The Subscriber acknowledges that any resale of any of the Shares will be subject to resale restrictions contained in the Company's right securities legislation applicable to increase the size Subscriber or proposed transferee. The Subscriber acknowledges that none of the Offering to 17.6 million shares Shares have been registered under the 1933 Act or the securities laws of Class A common stock, at a price expected to be $5.00 per shareany state of the United States. The Offering is being made to the Company's existing shareholders who will have a basic subscription right plus an oversubscription right if there are shares remaining available. (b) As part of the Offering, if and when the Registration Statement (as defined below) becomes effective, the Company will offer to standby purchasers, consisting of certain institutional investors and high net worth individuals (the "Standby Purchasers") the opportunity to purchase up to 9.6 million shares of Class A common stock, if available, after exercise of the basic subscription rights and oversubscription rights by shareholders; provided, however, that the Company will sell to such Standby Purchasers, if requested by the Standby Purchasers, up to at least 4 million shares of Class A common stock Securities may not be offered or sold in the aggregate. The Standby Purchasers will acquire shares of Class A common stock at the same price per share offered to the shareholders. (c) In connection with the Offering, the Company filed a Registration Statement on Form S-2 with the Securities and Exchange Commission (the "Commission") on April 6, 2001 (Commission File No. 333-58396) (the "Initial Registration Statement") covering those shares offered to the shareholders and the Standby Purchasers. (d) The shareholder rights portion of the Offering and sale of underlying securities will be conducted solely by the Company and its officers without additional compensation for such selling activities. The Standby Purchaser portion of the Offering and sale of underlying securities will be offered exclusively by the Placement Agent on a best efforts basis United States unless registered in accordance with the terms of this Agreement. (e) The Placement Agent will act as the Company's financial advisor regarding the structure of the rights offeringfederal securities laws and all applicable state securities laws or exemptions from such registration requirements are available. The Company Subscriber acknowledges that the certificates representing the Shares will pay bear the Placement Agent $250,000 for its advisory servicesfollowing legends: THE SECURITIES REPRESENTED HEREBY HAVE BEEN OFFERED IN AN OFFSHORE TRANSACTION TO A PERSON WHO IS NOT A U.S. PERSON (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"). NONE OF THE SECURITIES REPRESENTED HEREBY HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES (AS DEFINED HEREIN) OR TO U.S. PERSONS EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE 1933 ACT. "UNITED STATES" AND "U.S. PERSON" ARE AS DEFINED BY REGULATION S UNDER THE 1933 ACT The Placement Agent will use its best efforts Subscriber and any Beneficial Purchaser are advised to identify potential Standby Purchasers and will assist consult with their own legal counsel or advisors to determine the Company in negotiating standby purchase agreements with such Standby Purchasers, all as contemplated by the Prospectus (as defined below); provided, however, resale restrictions that no offers or sales will may be made until the Registration Statement (as defined below) has become effectiveapplicable to them. For effecting arrangements with Standby Purchasers, the Company shall pay the Placement Agent a fee of 4% of the aggregate purchase price of the Class A common stock sold to Standby Purchasers in the Offering. Total advisory and other fees payable to the Placement Agent in this Offering are limited to $1 million. (f) Closing Date The closing completion of the sale and purchase of Class A common stock the Shares will take place in one or more closings, on a date or dates as agreed to by the Standby Purchasers Issuer and the Subscriber. Payment for, and delivery of the Shares, is scheduled to occur on or about May 8, 2012 unless the Closing Date is extended in the sole discretion of the President of the Issuer (the "Closing") will occur at the same time as the closing of the sale of the Class A common stock in connection with the shareholder rights portion of the Offering, all at the place, date and time for delivery of payment and shares as provided in the Registration Statement ("“Closing Date"”). (g) The public offering price of the Class A common stock will be determined by the board of directors of the Company.

The Offering. (a) The Company is commencing distributing, at no charge, subscription rights to purchase shares of Common Stock to the holders of record of its Common Stock (a shareholder rights and standby purchaser offering “Record Date Shareholder”) at 5:00 p.m. Eastern Time, on July 29, 2012 (the "Offering"“Record Date”). Each Record Date Shareholder will receive one nontransferable subscription right (a “Right”) for every share of 16 million Common Stock held of record at the close of business on the Record Date. Each Right will entitle the holder thereof to subscribe for one share of Common Stock (the “Underlying Shares”) at a subscription price of $1.75 per share (the “Subscription Price”) (the “Basic Subscription Privilege”). Each Record Date Shareholder who exercises in full its Basic Subscription Privilege will also be eligible to subscribe at the Subscription Price for shares of Class A common stock, without par value, Common Stock not otherwise purchased pursuant to the exercise of the Company ("Class A common stock")Basic Subscription Privilege up to the total number of Underlying Shares, subject to availability, proration and reduction by the Company's right Company in certain circumstances and, in all instances, to increase the size a limit on ownership of the Common Stock (the “Over-Subscription Privilege”). The offer and sale of the Underlying Shares pursuant to the exercise of the Basic Subscription Privilege and the Over-Subscription Privilege are referred to herein as the “Rights Offering.” The Company may offer any shares of Common Stock that remain unsubscribed in the Rights Offering at the expiration of the Rights Offering to 17.6 million the public at the Subscription Price per share (the “Public Reoffer”). Any offering of shares of Class A common stockCommon Stock in the Public Reoffer shall be on a best efforts (and not an underwritten) basis. The Public Reoffer, if any, shall terminate on or before , 2012. The Rights Offering and the Public Reoffer are together referred to herein as the “Stock Offering,” and the Underlying Shares, the shares of Common Stock sold to the public in the Public Reoffer, and the Warrants (defined below) are collectively referred to herein as the “Securities.” All purchasers of Common Stock in the Stock Offering will receive, without additional charge, one warrant to purchase one additional share of Common Stock for each two shares purchased in the Stock Offering (each a “Warrant” and collectively the “Warrants”). The warrants will be exercisable for a period of five years from the completion of the Stock Offering at a an exercise price expected to be of $5.00 2.10 per share. The Offering is being made to warrants will not be transferable, no fractional warrants will be issued, and the Company's existing shareholders who number of warrants issued will have a basic subscription right plus an oversubscription right if there are shares remaining available. (b) As part of the Offering, if and when the Registration Statement (as defined below) becomes effective, the Company will offer to standby purchasers, consisting of certain institutional investors and high net worth individuals (the "Standby Purchasers") the opportunity to purchase up to 9.6 million shares of Class A common stock, if available, after exercise of the basic subscription rights and oversubscription rights by shareholders; provided, however, that the Company will sell to such Standby Purchasers, if requested by the Standby Purchasers, up to at least 4 million shares of Class A common stock in the aggregatebe rounded down. The Standby Purchasers will acquire shares of Class A common stock at the same price per share offered to the shareholders. (c) In connection with the Stock Offering, the Company has filed a Registration Statement on Form S-2 with the Securities and Exchange Commission (the "“Commission"”) a registration statement on April 6, 2001 Form S-1 (Commission File No. 333-58396182719) including the related preliminary prospectus or prospectuses covering the registration of the Securities under the Securities Act of 1933, as amended (the "Initial Registration Statement") covering those shares offered to the shareholders “Securities Act”). Promptly after execution and the Standby Purchasers. (d) The shareholder rights portion delivery of the Offering and sale of underlying securities will be conducted solely by this Agreement, the Company will prepare and its officers without additional compensation for such selling activities. The Standby Purchaser portion of the Offering and sale of underlying securities will be offered exclusively by the Placement Agent on file a best efforts basis prospectus in accordance with the terms provisions of paragraph (b) of Rule 424 (“Rule 424(b)”) of the rules and regulations of the Commission under the Securities Act (the “Securities Act Regulations”). Each prospectus used before such registration statement became effective, and any prospectus that was used after such effectiveness and prior to the execution and delivery of this Agreement, is herein called a “preliminary prospectus. (e) ” Such registration statement, including the exhibits, and the schedules thereto, if any, and any documents incorporated by reference therein pursuant to Item 12 of Form S-1 under the Securities Act at the time it became effective is herein called the “Registration Statement.” The Placement Agent will act as final prospectus, including the Company's financial advisor regarding the structure of the rights offering. The Company will pay the Placement Agent $250,000 for its advisory services. The Placement Agent will use its best efforts to identify potential Standby Purchasers preliminary prospectus, and will assist the Company in negotiating standby purchase agreements with such Standby Purchasersany documents incorporated by reference therein, all as contemplated by the Prospectus (as defined below); provided, however, that no offers or sales will be made until the Registration Statement (as defined below) has become effective. For effecting arrangements with Standby Purchasers, the Company shall pay the Placement Agent a fee of 4% of the aggregate purchase price of the Class A common stock sold to Standby Purchasers in the Offering. Total advisory and other fees payable form first furnished to the Placement Agent in this Offering are limited to $1 million. (f) The closing of the sale of Class A common stock to the Standby Purchasers (the "Closing") will occur at the same time as the closing of the sale of the Class A common stock Financial Advisor for use in connection with the shareholder rights portion offering of the OfferingSecurities is herein called the “Prospectus.” For purposes of this Agreement, all at the place, date and time for delivery of payment and shares as provided in references to the Registration Statement Statement, any preliminary prospectus, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval system ("Closing Date"“▇▇▇▇▇”). (g) The public offering price of the Class A common stock will be determined by the board of directors of the Company.

The Offering. (a) The Company is commencing distributing, at no charge, subscription rights to purchase shares of Common Stock to the holders of record of its Common Stock (a shareholder rights and standby purchaser offering “Record Date Shareholder”) at the close of business on [RECORD DATE] (the "Offering"“Record Date”) of 16 million shares of Class A common stock, without par value, of the Company ("Class A common stock")and, subject to the Company's rights of such holders described below, to certain other purchasers on a standby basis. Each Record Date Shareholder will receive one non-transferable subscription right (a “Right”) for every share of Common Stock held of record at the close of business on the Record Date. Each Right will entitle the holder thereof to increase the size subscribe for a certain number of the Offering to 17.6 million shares of Class A common stock, Common Stock (the “Underlying Shares”) at a the subscription price expected per share (the “Subscription Price”) (the “Basic Subscription Privilege”). Each Record Date Shareholder who exercises in full its Basic Subscription Privilege will also be eligible to be $5.00 per share. The Offering is being made subscribe at the Subscription Price for shares of Common Stock (the “Excess Shares”) not otherwise purchased pursuant to the Company's existing shareholders who will have a basic subscription right plus an oversubscription right if there are shares remaining available. (b) As part of the Offering, if and when the Registration Statement (as defined below) becomes effective, the Company will offer to standby purchasers, consisting of certain institutional investors and high net worth individuals (the "Standby Purchasers") the opportunity to purchase up to 9.6 million shares of Class A common stock, if available, after exercise of the basic subscription rights Basic Subscription Privilege up to the total number of Underlying Shares, subject to availability, proration and oversubscription rights reduction by shareholders; provided, however, that the Company will sell in certain circumstances and, in all instances, to such Standby Purchasers, if requested by a limit on ownership of the Standby Purchasers, up to at least 4 million shares of Class A common stock in Common Stock (the aggregate“Over-Subscription Privilege”). The Standby Purchasers will acquire shares of Class A common stock at the same price per share offered to the shareholders. (c) In connection with the Offering, the Company filed a Registration Statement on Form S-2 with the Securities and Exchange Commission (the "Commission") on April 6, 2001 (Commission File No. 333-58396) (the "Initial Registration Statement") covering those shares offered to the shareholders and the Standby Purchasers. (d) The shareholder rights portion of the Offering offer and sale of underlying securities will be conducted solely by the Company and its officers without additional compensation for such selling activities. The Standby Purchaser portion Underlying Shares pursuant to the exercise of the Offering Basic Subscription Privilege and sale of underlying securities will be offered exclusively by the Placement Agent on a best efforts basis in accordance with the terms of this Agreement. (e) The Placement Agent will act Over-Subscription Privilege are referred to herein as the Company's financial advisor regarding the structure of the rights offering. The Company will pay the Placement Agent $250,000 for its advisory services. The Placement Agent will use its best efforts to identify potential Standby Purchasers and will assist the Company in negotiating standby purchase agreements with such Standby Purchasers, all as contemplated by the Prospectus (as defined below); provided, however, that no offers or sales will be made until the Registration Statement (as defined below) has become effective. For effecting arrangements with Standby Purchasers, the Company shall pay the Placement Agent a fee of 4% of the aggregate purchase price of the Class A common stock sold to Standby Purchasers in the “Rights Offering. Total advisory and other fees payable to the Placement Agent in this Offering are limited to $1 million. (f) The closing of the sale of Class A common stock to the Standby Purchasers (the "Closing") will occur at the same time as the closing of the sale of the Class A common stock in connection with the shareholder rights portion of the Offering, all at the place, date and time for delivery of payment and shares as provided in the Registration Statement ("Closing Date"). (g) The public offering price of the Class A common stock will be determined by the board of directors of the Company.”

The Offering. (a) The Company is commencing distributing, at no charge, subscription rights to purchase shares of Common Stock to the holders of record of its Common Stock (a shareholder rights and standby purchaser offering “Record Date Shareholder”) at 5:00 p.m. Eastern Time, on , 2011 (the "Offering"“Record Date”) of 16 million shares of Class A common stock, without par value, of the Company ("Class A common stock")and, subject to the Company's rights of such holders described below, to certain other purchasers on a standby basis. Each Record Date Shareholder will receive one nontransferable subscription right (a “Right”) for every share of Common Stock held of record at the close of business on the Record Date. Each Right will entitle the holder thereof to increase subscribe for a certain number of shares of Common Stock (the size “Underlying Shares”) at $1.00 per share (the “Subscription Price”) (the “Basic Subscription Privilege”). Each Record Date Shareholder who exercises in full its Basic Subscription Privilege will also be eligible to subscribe at the Subscription Price for shares of Common Stock not otherwise purchased pursuant to the exercise of the Basic Subscription Privilege up to the total number of Underlying Shares, subject to availability, proration and reduction by the Company in certain circumstances and, in all instances, to a limit on ownership of the Common Stock (the “Over-Subscription Privilege”). The offer and sale of the Underlying Shares pursuant to the exercise of the Basic Subscription Privilege and the Over-Subscription Privilege are referred to herein as the “Rights Offering.” The Company has separately entered into a “Standby Purchase Agreement” with certain standby purchasers, (the “Standby Purchasers”). Pursuant to the Standby Purchase Agreements, the Standby Purchasers have agreed to acquire from us, at the subscription price of $1.00 per share, a total of 5,035,000 shares of common stock. The Standby Purchasers have conditioned their purchase of shares of Common Stock upon the receipt by the Company of $16.5 million in net proceeds from the Rights Offering and the Public Reoffer (as defined below), if any. The Company may offer any shares of Common Stock that remain unsubscribed in the Rights Offering at the expiration of the Rights Offering to 17.6 million the public at the Subscription Price per share (the “Public Reoffer”). Any offering of shares of Class A common stockCommon Stock in the Public Reoffer shall be on a best efforts (and not an underwritten) basis. The Public Reoffer, if any, shall terminate on , 2011. The Rights Offering, the offering to the Standby Purchasers, and the Public Reoffer are together referred to herein as the “Stock Offering,” and the Underlying Shares and the shares of Common Stock sold to the Standby Purchasers, and to the public in the Public Reoffer are collectively referred to herein as the “Securities.” All purchasers of Common Stock in the Stock Offering will receive, without additional charge, one warrant to purchase one additional share of Common Stock for each three shares purchased in the Stock Offering (each a “Warrant” and collectively the “Warrants”). The warrants will be exercisable for three years from the completion of the Stock Offering at a an exercise price expected to be of $5.00 1.00 per share. The Offering is being made to warrants will not be transferrable, no fractional warrants will be issued, and the Company's existing shareholders who number of warrants issued will have a basic subscription right plus an oversubscription right if there are shares remaining available. (b) As part of the Offering, if and when the Registration Statement (as defined below) becomes effective, the Company will offer to standby purchasers, consisting of certain institutional investors and high net worth individuals (the "Standby Purchasers") the opportunity to purchase up to 9.6 million shares of Class A common stock, if available, after exercise of the basic subscription rights and oversubscription rights by shareholders; provided, however, that the Company will sell to such Standby Purchasers, if requested by the Standby Purchasers, up to at least 4 million shares of Class A common stock in the aggregatebe rounded down. The Standby Purchasers will acquire shares of Class A common stock at the same price per share offered to the shareholders. (c) In connection with the Stock Offering, the Company has filed a Registration Statement on Form S-2 with the Securities and Exchange Commission (the "“Commission"”) a registration statement on April 6, 2001 Form S-1 (Commission File No. 333-58396333- ) including the related preliminary prospectus or prospectuses covering the registration of the Securities under the Securities Act of 1933, as amended (the "Initial Registration Statement") covering those shares offered to the shareholders “Securities Act”). Promptly after execution and the Standby Purchasers. (d) The shareholder rights portion delivery of the Offering and sale of underlying securities will be conducted solely by this Agreement, the Company will prepare and its officers without additional compensation for such selling activities. The Standby Purchaser portion of the Offering and sale of underlying securities will be offered exclusively by the Placement Agent on file a best efforts basis prospectus in accordance with the terms provisions of Rule 430A (“Rule 430A”) of the rules and regulations of the Commission under the Securities Act (the “Securities Act Regulations”) and paragraph (b) of Rule 424 (“Rule 424(b)”) of the Securities Act Regulations. The information included in such prospectus that was omitted from such registration statement at the time it became effective but that is deemed to be part of such registration statement at the time it became effective pursuant to paragraph (b) of Rule 430A is referred to as “Rule 430A Information.” Each prospectus used before such registration statement became effective, and any prospectus that omitted Rule 430A Information that was used after such effectiveness and prior to the execution and delivery of this Agreement, is herein called a “preliminary prospectus. (e) ” Such registration statement, including the exhibits, and the schedules thereto, if any, and any documents incorporated by reference therein pursuant to Item 12 of Form S-1 under the Securities Act at the time it became effective and including the Rule 430A Information, is herein called the “Registration Statement.” The Placement Agent will act as final prospectus, including the Company's financial advisor regarding the structure of the rights offering. The Company will pay the Placement Agent $250,000 for its advisory services. The Placement Agent will use its best efforts to identify potential Standby Purchasers preliminary prospectus, and will assist the Company in negotiating standby purchase agreements with such Standby Purchasersany documents incorporated by reference therein, all as contemplated by the Prospectus (as defined below); provided, however, that no offers or sales will be made until the Registration Statement (as defined below) has become effective. For effecting arrangements with Standby Purchasers, the Company shall pay the Placement Agent a fee of 4% of the aggregate purchase price of the Class A common stock sold to Standby Purchasers in the Offering. Total advisory and other fees payable form first furnished to the Placement Agent in this Offering are limited to $1 million. (f) The closing of the sale of Class A common stock to the Standby Purchasers (the "Closing") will occur at the same time as the closing of the sale of the Class A common stock Financial Advisor for use in connection with the shareholder rights portion offering of the OfferingSecurities is herein called the “Prospectus.” For purposes of this Agreement, all at the place, date and time for delivery of payment and shares as provided in references to the Registration Statement Statement, any preliminary prospectus, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval system ("Closing Date"“▇▇▇▇▇”). (g) The public offering price of the Class A common stock will be determined by the board of directors of the Company.

The Offering. (a) The Company Corporation is commencing offering up to 1,000,000 Warrants. Each Warrant is exercisable for the purchase of one additional common share of the Corporation (each, a shareholder rights “Warrant Share”) having a term of six (6) months and standby purchaser offering exercisable at the price of US$.80 per Warrant Share (the "“Offering") of 16 million shares of Class A common stock, without par value, ”). 50% of the Company ("Class A common stock"), Purchaser’s Warrants being subject to the Company's right to increase following provision (the size “First Acceleration”): if the closing price of the Offering Common Shares of the Corporation as traded on the Canadian Securities Exchange greater than CDN$1.50 per Common Share for any 14 consecutive trading days (the “First Threshold Period”), then the Purchaser shall have until 4:00 pm (San Diego, CA, USA Time) of the 30th calendar day after the Corporation’s news release announcement of the occurrence of the First Threshold Period to 17.6 million shares exercise the 50% of Class A common stockthe Purchaser’s Warrants (the “First Accelerated Expiry Date”). If the Purchaser does not exercise those Warrants subjected to the First Acceleration by the First Accelerated Expiry Date, at a price expected then those Warrants shall be deemed to be $5.00 per sharecancelled and have no force and effect. The Offering is being made remaining 50% of the Purchaser’s Warrants shall be subject to the Company's existing shareholders who will following provision (the “Second Acceleration”): if the closing price of the Common Shares of the Corporation as traded on the Canadian Securities Exchange is equal to or greater than CDN$2.00 per Common Share for any 14 consecutive trading days (the “Second Threshold Period”) occurring any time after the First Threshold Period, then the Purchaser shall have a basic subscription right plus an oversubscription right if there until 4:00 pm (San Diego, CA, USA Time) of the 30th calendar day of the Corporation’s news release announcement of the occurrence of the Second Threshold Period to exercise the remaining 50% of the Purchaser’s Warrants (the “Second Accelerated Expiry Date”). If the Purchaser does not exercise those remaining Warrants subjected to the Second Acceleration by the Second Accelerated Expiry Date, then those Warrants shall be deemed to be cancelled and have no force and effect. The Warrants offered hereunder are shares remaining availableoffered under the Offering. (b) As part The Offering is being conducted on a “best efforts” basis by our officers and directors who will be paid no commissions or other compensation in connection with this offering. No agent has been retained to act on behalf of the Corporation to solicit offers to purchase the securities offered in the Offering, if and when . In the Registration Statement (as defined below) becomes effectiveevent a person introduces the Corporation to a Purchaser, the Company will offer to standby purchasers, consisting Corporation may pay such person a finder’s fee in accordance with applicable laws in respect of certain institutional investors and high net worth individuals (the "Standby Purchasers") the opportunity to purchase up to 9.6 million shares of Class A common stock, if available, after exercise of the basic subscription rights and oversubscription rights by shareholders; provided, however, that the Company will sell to such Standby Purchasers, if requested by the Standby Purchasers, up to at least 4 million shares of Class A common stock in the aggregate. The Standby Purchasers will acquire shares of Class A common stock at the same price per share offered any Warrants sold to the shareholdersPurchaser. (c) In connection with The Purchaser hereby confirms its irrevocable subscription for and offer to purchase the OfferingWarrants from the Corporation, the Company filed a Registration Statement on Form S-2 with the Securities and Exchange Commission (the "Commission") on April 6, 2001 (Commission File No. 333-58396) (the "Initial Registration Statement") covering those shares offered subject to the shareholders terms and conditions set out in this Subscription Agreement and acceptance of this Subscription Agreement by the Standby PurchasersCorporation, for the Subscription Amount, which is payable as described herein. The Purchaser acknowledges (on its own behalf and, if applicable, on behalf of any Disclosed Principal) that upon acceptance of this Subscription Agreement by the Corporation, this Subscription Agreement will constitute a binding obligation of the Purchaser (including, if applicable, any Disclosed Principal) subject to the terms and conditions contained herein. (d) The shareholder rights Purchaser acknowledges and agrees that the Corporation reserves the right, in its absolute discretion, to reject this Subscription Agreement, in whole or in part, at any time prior to the Closing Time. If this Subscription Agreement is rejected in whole, any checks or other forms of payment delivered to the Corporation representing the Subscription Amount will be promptly returned to the Purchaser without interest or deduction. If this Subscription Agreement is accepted only in part, a check representing any refund of the Subscription Amount for that portion of the Offering and sale of underlying securities Subscription Agreement which is not accepted will be conducted solely by the Company and its officers without additional compensation for such selling activities. The Standby Purchaser portion of the Offering and sale of underlying securities will be offered exclusively by the Placement Agent on a best efforts basis in accordance with the terms of this Agreement. (e) The Placement Agent will act as the Company's financial advisor regarding the structure of the rights offering. The Company will pay the Placement Agent $250,000 for its advisory services. The Placement Agent will use its best efforts to identify potential Standby Purchasers and will assist the Company in negotiating standby purchase agreements with such Standby Purchasers, all as contemplated by the Prospectus (as defined below); provided, however, that no offers or sales will be made until the Registration Statement (as defined below) has become effective. For effecting arrangements with Standby Purchasers, the Company shall pay the Placement Agent a fee of 4% of the aggregate purchase price of the Class A common stock sold to Standby Purchasers in the Offering. Total advisory and other fees payable promptly delivered to the Placement Agent in this Offering are limited to $1 millionPurchaser without interest or deduction. (f) The closing of the sale of Class A common stock to the Standby Purchasers (the "Closing") will occur at the same time as the closing of the sale of the Class A common stock in connection with the shareholder rights portion of the Offering, all at the place, date and time for delivery of payment and shares as provided in the Registration Statement ("Closing Date"). (g) The public offering price of the Class A common stock will be determined by the board of directors of the Company.

The Offering. (a) The Company is commencing distributing, at no charge, [ ] shares of Common Stock to the holders of record of its Common Stock (a shareholder rights and standby purchaser offering “Record Date Shareholder”) at the close of business on May , 2008 (the "Offering"“Record Date”), at a subscription price of $[ ] per share (the “Subscription Price”) of 16 million shares of Class A common stock, without par value, of the Company ("Class A common stock")and, subject to the Company's rights of such holders described below, to certain other purchasers on a standby basis. Each Record Date Shareholder will receive one non-transferable subscription right (a “Right”) for every share of Common Stock held of record at the close of business on the Record Date. Each Right will entitle the holder thereof to increase subscribe for [subscription ratio] shares of Common Stock (the size “Underlying Shares”) at the Subscription Price (the “Basic Subscription Privilege”). Each Record Date Shareholder who exercises in full its Basic Subscription Privilege will also be eligible to subscribe at the Subscription Price for shares of Common Stock (the “Excess Shares”) not otherwise purchased pursuant to the exercise of the Offering Basic Subscription Privilege up to 17.6 million the total number of Underlying Shares, subject to availability, proration and reduction by the Company in certain circumstances and, in all instances, to a limit on ownership of the Common Stock of [ ] shares of Class A common stock, at a price expected to be $5.00 per share(the “Over-Subscription Privilege”). The Offering is being made offer and sale of the Underlying Shares pursuant to the Company's existing shareholders who will have a basic subscription right plus an oversubscription right if there are shares remaining available. (b) As part exercise of the Basic Subscription Privilege and the Over-Subscription Privilege are referred to herein as the “Rights Offering, if and when the Registration Statement (as defined below) becomes effective, the .” The Company will offer also intends to standby purchasers, consisting of enter into Standby Purchase Agreements pursuant to which certain institutional investors and high net worth individuals (the "“Standby Purchasers"”) have severally agreed, subject in each case to a maximum standby commitment under certain conditions, to acquire from the opportunity Company at the Subscription Price up to an aggregate of [ ] Underlying Shares remaining upon completion of the Rights Offering. The Standby Purchase Agreement will require that the Standby Purchasers agree to purchase up and the Company agrees to 9.6 million sell, and thus guarantee the availability of, an aggregate minimum of [ ] shares of Class A common stock, Common Stock (the “Additional Shares”) at the Subscription Price if available, a sufficient number of Underlying Shares are not available after the exercise of the basic subscription rights Basic Subscription Privilege and oversubscription rights by shareholders; provided, however, that the Company will sell Over-Subscription Privilege to such Standby Purchasers, if requested by satisfy the purchase commitments of the Standby Purchasers, up subject to at least 4 million reduction to a minimum of [ ] shares to the extent Record Date Shareholders subscribe for all of Class A common stock in the aggregateRights distributed to them (the “Minimum Standby Obligation”). The Rights Offering and the offering to the Standby Purchasers will acquire shares of Class A common stock at are together referred to herein as the same price per share offered “Stock Offering,” and the Underlying Shares and the Additional Shares are together referred to herein as the shareholders“Securities. (c) ” In connection with the Stock Offering, the Company has filed a Registration Statement on Form S-2 with the Securities and Exchange Commission (the "“Commission"”) a registration statement on April 6, 2001 Form S-1 (Commission File No. 333-58396150051) including the related preliminary prospectus or prospectuses covering the registration of the Securities under the Securities Act of 1933, as amended (the "Initial Registration Statement") covering those shares offered to the shareholders “Securities Act”). Promptly after execution and the Standby Purchasers. (d) The shareholder rights portion delivery of the Offering and sale of underlying securities will be conducted solely by this Agreement, the Company will prepare and its officers without additional compensation for such selling activities. The Standby Purchaser portion of the Offering and sale of underlying securities will be offered exclusively by the Placement Agent on file a best efforts basis prospectus in accordance with the terms provisions of Rule 430A (“Rule 430A”) of the rules and regulations of the Commission under the Securities Act (the “Securities Act Regulations”) and paragraph (b) of Rule 424 (“Rule 424(b)”) of the Securities Act Regulations. The information included in such prospectus that was omitted from such registration statement at the time it became effective but that is deemed to be part of such registration statement at the time it became effective pursuant to paragraph (b) of Rule 430A is referred to as “Rule 430A Information.” Each prospectus used before such registration statement became effective, and any prospectus that omitted Rule 430A Information that was used after such effectiveness and prior to the execution and delivery of this Agreement, is herein called a “preliminary prospectus. (e) ” Such registration statement, including the exhibits, and the schedules thereto, if any, and any documents incorporated by reference therein pursuant to Item 12 of Form S-1 under the Securities Act at the time it became effective and including the Rule 430A Information, is herein called the “Registration Statement.” The Placement Agent will act as final prospectus, including the Company's financial advisor regarding the structure of the rights offering. The Company will pay the Placement Agent $250,000 for its advisory services. The Placement Agent will use its best efforts to identify potential Standby Purchasers preliminary prospectus, and will assist the Company in negotiating standby purchase agreements with such Standby Purchasersany documents incorporated by reference therein, all as contemplated by the Prospectus (as defined below); provided, however, that no offers or sales will be made until the Registration Statement (as defined below) has become effective. For effecting arrangements with Standby Purchasers, the Company shall pay the Placement Agent a fee of 4% of the aggregate purchase price of the Class A common stock sold to Standby Purchasers in the Offering. Total advisory and other fees payable form first furnished to the Placement Agent in this Offering are limited to $1 million. (f) The closing of the sale of Class A common stock to the Standby Purchasers (the "Closing") will occur at the same time as the closing of the sale of the Class A common stock for use in connection with the shareholder rights portion offering of the OfferingSecurities is herein called the “Prospectus.” For purposes of this Agreement, all at references to the placeRegistration Statement, date any preliminary prospectus, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and time for delivery of payment Retrieval system (“▇▇▇▇▇”). All references in this Agreement to financial statements and shares as provided schedules and other information that is “contained,” “included,” “described,” “referred to” or “stated” in the Registration Statement Statement, any preliminary prospectus or the Prospectus ("Closing Date")or other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information that is incorporated by reference in the Registration Statement, any preliminary prospectus or the Prospectus as the case may be. (g) The public offering price of the Class A common stock will be determined by the board of directors of the Company.

The Offering. (a) The Company proposes to undertake the Offering pursuant to which each holder of Common Stock, Series 1 Preferred and Series 2 Preferred shall receive two Subscription Rights for every share of Common Stock held of record by such holder or into which the preferred stock is commencing a shareholder rights and standby purchaser offering exercisable, as the case may be, at the close of business on ___________, 2024 (the "Offering"“Record Date”). Holders of Subscription Rights (each, a “Holder”) of 16 million shares of Class A common stock, without par value, of the Company ("Class A common stock"), subject will be entitled to the Company's right to increase the size of the Offering to 17.6 million shares of Class A common stocksubscribe for and purchase, at a price expected the Subscription Price, one Unit for every Subscription Right granted to be $5.00 per share. The Offering is being made Holders on the Record Date (the “Basic Subscription Right”) and an over-subscription privilege which will entitle Holders to purchase additional Units for which other Holders do not subscribe (the Company's existing shareholders who will have a basic subscription right plus an oversubscription right if there are shares remaining available“Over-Subscription Privilege”). (b) As part of the Offering, if and when the Registration Statement (as defined below) becomes effective, the Company will offer to standby purchasers, consisting of certain institutional investors and high net worth individuals (the "Standby Purchasers") the opportunity to purchase up to 9.6 million shares of Class A common stock, if available, after exercise of the basic subscription rights and oversubscription rights by shareholders; provided, however, that the Company will sell to such Standby Purchasers, if requested by the Standby Purchasers, up to at least 4 million shares of Class A common stock in the aggregate. The Standby Purchasers will acquire shares of Class A common stock at the same price per share offered to the shareholdersSubscription Rights shall be non-transferable. (c) In connection with the Offering, the Company filed a Registration Statement on Form S-2 with the Securities and Exchange Commission Any Holder who fully exercises all Basic Subscription Rights issued to such Holder is entitled to subscribe for Units which were not otherwise subscribed for by other Holders pursuant to their Basic Subscription Rights (the "Commission") on April 6, 2001 “Over-Subscription Privilege”). The Over-Subscription Privilege shall allow a Holder to subscribe for any or all of the Units which were not otherwise subscribed for as of the Subscription Rights Expiration Date (Commission File Noas defined below). 333-58396) (the "Initial Registration Statement") covering those shares offered Units acquired pursuant to the shareholders Basic Subscription Right and the Standby Purchasers. (d) The shareholder rights portion of the Offering Over-Subscription Privilege are subject to certain limitations and sale of underlying securities will be conducted solely by the Company and its officers without additional compensation for such selling activities. The Standby Purchaser portion of the Offering and sale of underlying securities will be offered exclusively by the Placement Agent on a best efforts basis pro rata allocation, as more fully discussed in accordance with the terms of this Agreement. (e) The Placement Agent will act as the Company's financial advisor regarding the structure of the rights offering. The Company will pay the Placement Agent $250,000 for its advisory services. The Placement Agent will use its best efforts to identify potential Standby Purchasers and will assist the Company in negotiating standby purchase agreements with such Standby Purchasers, all as contemplated by the Prospectus (as defined below); provided, however, that no offers or sales will be made until . (d) Unless extended as provided in the Registration Statement Prospectus (as defined below) has become effective), the Subscription Rights are intended to expire at 5:00 p.m., Eastern time, on __________, 2024 (the “Subscription Rights Expiration Date”). For effecting arrangements with Standby PurchasersNotwithstanding the foregoing, the Company shall pay have the Placement Agent right to extend the Subscription Rights Expiration Date for up to an additional thirty (30) calendar days in its sole discretion, in which case all Basic Subscription Rights and Over-Subscription Privileges exercised during the extension period will be filled on a fee first-come, first-serve basis. The Company will announce any extension in a press release issued no later than 9:00 a.m., Eastern time, on the business day after the most recently announced expiration date. The Series Rights are exercisable commencing on their date of 4issuance at an exercise price equal to the higher of (x) the Unit Subscription Price or (y)(i) in the case of the Series A Rights, 90% of the aggregate purchase volume weighted average price (“VWAP”) of the Class Common Stock over the last three trading days prior to the expiration date of the Series A common stock sold Rights, which is 30 days following the Closing Date of the Subscription Rights offering, but in any event not to Standby Purchasers exceed 150% of the Unit Subscription Price, (ii) in the Offering. Total advisory and other fees payable case of the Series B Rights, 87.5% of the VWAP of the Common stock over the last three trading days prior to the Placement Agent expiration date of the Series B Rights, which is 60 days following the Closing Date of the Subscription Rights Offering, but in this Offering are limited any event not to $1 millionexceed 200% of the Unit Subscription Price, and (iii) in the case of the Series C Rights, 85% of the VWAP of the Common Stock over the last three trading days prior to the expiration date of the Series C Rights, which is 90 days following the Closing Date of the Subscription Rights Offering, but in any event not to exceed 250% of the Unit Subscription Price, with the exercise price in each instance rounded down to the nearest whole cent. If at the expiration date of each Series Right (each, a “Series Right Expiration Date”), the exercise price as determined above, is lower than the initial maximum amount paid, any excess subscription amount paid by a Holder will be promptly, returned to the Holder, without interest or penalty. (fe) The All funds from the exercise of Rights shall be deposited with a bank or other financial institution and Continental Stock Transfer and Trust Company shall act as the subscription and escrow agent (the “Subscription Agent”). Funds from the exercise of Subscription Rights shall be held in a segregated escrow account pending a final determination of the number of Units to be issued pursuant to the exercise of Basic Subscription Rights and Over-Subscription Privileges. As soon as practicable after the Subscription Rights Expiration Date, the Company shall conduct a closing of the sale of Class A common stock Subscription Rights. As soon as practicable after each Series Right Expiration Date, the Company shall conduct a closing as to the Standby Purchasers (the "Closing") will occur at the same time as the closing of the sale of the Class A common stock in connection with the shareholder rights portion of the Offering, all at the place, date and time for delivery of payment and shares as provided in the Registration Statement ("Closing Date")each Series Right. (g) The public offering price of the Class A common stock will be determined by the board of directors of the Company.