COR3 & Co. (Holdings) Limited UNDERWRITING AGREEMENTUnderwriting Agreement • January 22nd, 2024 • COR3&Co. (Holdings) LTD • Apparel & other finishd prods of fabrics & similar matl • New York
This underwriting agreement (this “Agreement”) constitutes the agreement between COR3 & Co. (Holdings) Limited, a corporation incorporated under the laws of the Cayman Islands (the “Company”), and those certain shareholders of the Company named on Schedule II attached hereto (the “Selling Shareholders”) on the one hand, and Eddid Securities USA Inc. as representative (in such capacity, the “Representative”) and such other underwriter or underwriters, as the case may be, named in Schedule I hereto (each, an “Underwriter” and, collectively, the “Underwriters”), on the other hand, pursuant to which the Underwriters shall serve as the underwriters for the Company in connection with the proposed offering (the “Offering”) by the Company and the Selling Shareholder of the Shares (as defined below) on a “Firm Commitment” basis.
COR3 & Co. (Holdings) Limited UNDERWRITING AGREEMENTUnderwriting Agreement • December 1st, 2023 • COR3&Co. (Holdings) LTD • Apparel & other finishd prods of fabrics & similar matl • New York
This underwriting agreement (this “Agreement”) constitutes the agreement between COR3 & Co. (Holdings) Limited, a corporation incorporated under the laws of the Cayman Islands (the “Company”), and those certain shareholders of the Company named on Schedule II attached hereto (the “Selling Shareholders”) on the one hand, and Eddid Securities USA Inc. is acting as representative (in such capacity, the “Representative”) and such other underwriter or underwriters, as the case may be, named in Schedule I hereto (each, an “Underwriter” and, collectively, the “Underwriters”), on the other hand, pursuant to which the Underwriter shall serve as the underwriter for the Company in connection with the proposed offering (the “Offering”) by the Company and the Selling Shareholder of the Shares (as defined below) on a “Firm Commitment” basis.
UNUSUAL MACHINES, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • August 7th, 2023 • Unusual Machines, Inc. • Radio & tv broadcasting & communications equipment • New York
Unusual Machines, Inc., a Puerto Rico corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell an aggregate of [●] shares (“Shares”) of the Company’s common stock $0.01 par value per share (the “Common Stock”) (each a “Firm Share” and one or more, the “Firm Shares”) to the several underwriters (such underwriters, for whom Maxim Group LLC (“Maxim” or the “Representative”) is acting as representative, the “Underwriters” and each an “Underwriter”). The Company has also agreed to grant to the Representative on behalf of the Underwriters an option (the “Option”) to purchase up to an additional [●] Shares (the “Option Shares.” The Company has also agreed to issue to the Representative the Underwriters’ Warrants (as defined in Section 1(c)), which together with the Common Stock underlying such warrants are referred to herein as the “Underwriters’ Securities.” The Firm Shares and the Option Shares, together with the Underwriters’ Securities ar
MILLENNIUM GROUP INTERNATIONAL HOLDINGS LIMITED UNDERWRITING AGREEMENTUnderwriting Agreement • April 7th, 2023 • Millennium Group International Holdings LTD • Commercial printing • New York
The undersigned, Millennium Group International Holdings Limited, a Cayman Islands exempted company (the “Company”), hereby confirms its agreement (this “Agreement”) with Revere Securities LLC (the “Representative”) R.F. Lafferty & Co. Inc. (“R.F. Lafferty”) and the several underwriters named on Schedule A hereto (each, an “Underwriter” and collectively, the “Underwriters”) for which the Representative is acting as representative to issue and sell to the Underwriters an aggregate of 1,250,000 Ordinary Shares, par value $0.002, of the Company (“Shares”). The offering and sale of securities contemplated by this Agreement is referred to herein as the “Offering.”
MILLENNIUM GROUP INTERNATIONAL HOLDINGS LIMITED UNDERWRITING AGREEMENTUnderwriting Agreement • March 17th, 2023 • Millennium Group International Holdings LTD • Commercial printing • New York
The undersigned, Millennium Group International Holdings Limited, a Cayman Islands exempted company (the “Company”), hereby confirms its agreement (this “Agreement”) with Revere Securities LLC (the “Representative”) R.F. Lafferty & Co. Inc. (“R.F. Lafferty”) and the several underwriters named on Schedule A hereto (each, an “Underwriter” and collectively, the “Underwriters”) for which the Representative is acting as representative to issue and sell to the Underwriters an aggregate of [●] Ordinary Shares, par value $0.002, of the Company (“Shares”). The offering and sale of securities contemplated by this Agreement is referred to herein as the “Offering.”
MILLENNIUM GROUP INTERNATIONAL HOLDINGS LIMITED UNDERWRITING AGREEMENTUnderwriting Agreement • March 15th, 2023 • Millennium Group International Holdings LTD • Commercial printing • New York
The undersigned, Millennium Group International Holdings Limited, a Cayman Islands exempted company (the “Company”), hereby confirms its agreement (this “Agreement”) with Revere Securities LLC (the “Representative”) R.F. Lafferty & Co. Inc. (“R.F. Lafferty”) and the several underwriters named on Schedule A hereto (each, an “Underwriter” and collectively, the “Underwriters”) for which the Representative is acting as representative to issue and sell to the Underwriters an aggregate of [●] Ordinary Shares, par value $0.002, of the Company (“Shares”). The offering and sale of securities contemplated by this Agreement is referred to herein as the “Offering.”
MILLENNIUM GROUP INTERNATIONAL HOLDINGS LIMITED UNDERWRITING AGREEMENTUnderwriting Agreement • March 3rd, 2023 • Millennium Group International Holdings LTD • Commercial printing • New York
The undersigned, Millennium Group International Holdings Limited, a Cayman Islands exempted company (the “Company”), hereby confirms its agreement (this “Agreement”) with Revere Securities LLC (the “Representative”) R.F. Lafferty & Co. Inc. (“R.F. Lafferty”) and the several underwriters named on Schedule A hereto (each, an “Underwriter” and collectively, the “Underwriters”) for which the Representative is acting as representative to issue and sell to the Underwriters an aggregate of [●] Ordinary Shares, par value $0.002, of the Company (“Shares”). The offering and sale of securities contemplated by this Agreement is referred to herein as the “Offering.”
LOGICMARK, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • December 28th, 2022 • LogicMark, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • New York
LogicMark, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell an aggregate of [ ] units (the “Units”), with each Unit consisting of one share of the Company’s common stock, $0.0001 par value per share (the “Shares”), and one warrant to purchase one Share (the “Warrant”) to the several underwriters (such underwriters, for whom Maxim Group LLC (“Maxim” or the “Representative”) is acting as representative, the “Underwriters” and each an “Underwriter”). Such Units are hereinafter collectively called the “Firm Securities.” The Company has also agreed to grant to the Representative on behalf of the Underwriters an option (the “Option”) to purchase up to an additional [ ] Shares (the “Option Shares”) and/or [ ] Warrants (the “Option Warrants”, and together with the Option Shares, the “Option Securities”) on the terms set forth in Section 1(b) hereof. The Firm Securities and the Option Securities are hereinafter collecti
UNDERWRITING AGREEMENTUnderwriting Agreement • October 20th, 2021 • Lm Funding America, Inc. • Finance services • New York
Underwriting AgreementUnderwriting Agreement • June 17th, 2021 • PDS Biotechnology Corp • Pharmaceutical preparations • New York
PDS Biotechnology Corporation, a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule A (the “Underwriters”) an aggregate of 5,294,118 shares of its common stock, par value $0.00033 per share (the “Shares”). The 5,294,118 Shares to be sold by the Company are called the “Firm Shares.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 794,117 Shares. The Shares to be sold, if any, pursuant to such option are collectively called the “Option Shares”. The Firm Shares and, if and to the extent such option is exercised, the Option Shares, are collectively called the “Offered Shares.” Cantor Fitzgerald & Co. (“Cantor”) has agreed to act as representative of the several Underwriters (in such capacity, the “Representative”) in connection with the offering and sale of the Offered Shares. To the extent there are no additional underwriters listed on Schedule A, the term “Representative” as use
HALL OF FAME RESORT & ENTERTAINMENT COMPANY UNDERWRITING AGREEMENTUnderwriting Agreement • February 5th, 2021 • Hall of Fame Resort & Entertainment Co • Services-miscellaneous amusement & recreation • New York
The undersigned, Hall of Fame Resort & Entertainment Company, a Delaware corporation (the “Company”), hereby confirms its agreement (this “Agreement”) to issue and sell to the underwriter or underwriters, as the case may be, named in Schedule I hereto (each, an “Underwriter” and, collectively, the “Underwriters;”), for whom Maxim Group LLC is acting as representative (in such capacity, the “Representative”), an aggregate of ________ shares (the “Firm Shares”) of common stock, par value $0.0001 per share (the “Common Stock”) and, at the election of the Representative, up to an additional ________ shares of Common Stock (the “Option Shares” and collectively with the Firm Shares, the “Shares” or the “Securities”). The offering and sale of the Securities contemplated by this Agreement is referred to herein as the “Offering.”
4,166,667 SHARES OF COMMON STOCK AYTU BIOSCIENCE, INC. AMENDED AND RESTATED UNDERWRITING AGREEMENTUnderwriting Agreement • December 14th, 2020 • Aytu Bioscience, Inc • Pharmaceutical preparations • New York
Aytu BioScience, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule V hereto (the “Underwriters”), for whom H.C. Wainwright & Co., LLC is acting as representative (the “Representative”), an aggregate of 4,166,667 authorized but unissued shares (the “Firm Shares”) of the Company’s common stock, $0.0001 par value per share (the “Common Stock”) and, at the election of the Underwriters, upon the terms and conditions stated herein, up to 625,000 additional shares (the “Additional Shares” and, together with the Firm Shares, the “Shares”) of Common Stock solely to cover over-allotments, if any (the Shares, the Underwriter Warrants (as defined below) and the Underwriter Warrant Shares (as defined below) being collectively referred to herein as the “Securities”). This Amended and Restated Underwriting Agreement amends, restates and supersedes in its entirety the underwriting agreement
VIVOPOWER INTERNATIONAL PLC UNDERWRITING AGREEMENTUnderwriting Agreement • October 9th, 2020 • VivoPower International PLC • Electric & other services combined • New York
The undersigned, VivoPower International PLC., a public limited company incorporated under the laws of England and Wales (the “Company”), hereby confirms its agreement (this “Agreement”) to issue and sell to the underwriter or underwriters, as the case may be, named in Schedule I hereto (each, an “Underwriter” and, collectively, the “Underwriters;”), for whom Maxim Group LLC is acting as representative (in such capacity, the “Representative”), an aggregate of ____________ Ordinary Shares, nominal value $0.012 per share (the “Firm Shares”) of the Company (“Ordinary Shares”), and, at the election of the Representative, up to an additional _____________ Option Shares (as defined herein and collectively with the Firm Shares, the “Shares”). The offering and sale of the securities contemplated by this Agreement is referred to herein as the “Offering.”
5,250,000 SHARES ORAMED PHARMACEUTICALS INC. COMMON STOCK UNDERWRITING AGREEMENTUnderwriting Agreement • February 28th, 2020 • Oramed Pharmaceuticals Inc. • Pharmaceutical preparations • New York
Oramed Pharmaceuticals Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule V hereto (the “Underwriters”), for whom National Securities Corporation is acting as representative (the “Representative”), an aggregate of 5,250,000 authorized but unissued shares (the “Firm Shares”) of the Company’s common stock, $0.012 par value per share (the “Common Stock”), and, at the election of the Underwriters, upon the terms and conditions stated herein, up to 787,500 additional shares (the “Additional Shares”) of Common Stock solely to cover over-allotments, if any (the Firm Shares and the Additional Shares that the Underwriters elect to purchase pursuant to Section 3 hereof being collectively called the “Securities”).
ORDINARY SHARES BORQS TECHNOLOGIES, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • October 2nd, 2018 • Borqs Technologies, Inc. • Services-computer integrated systems design • New York
BORQS Technologies, Inc., a British Virgin Islands corporation (the “Company”), confirms its agreement, subject to the terms and conditions set forth herein, with each of the underwriters listed on Schedule A hereto (collectively, the “Underwriters”), for whom Maxim Group LLC is acting as representative (in such capacity, the “Representative”), to sell and issue to the Underwriters an aggregate of [____] ordinary shares, no par value (the “Ordinary Shares”) of the Company (the “Firm Shares”). In addition, the Company proposes to sell to the Underwriters, upon the terms and conditions set forth herein, the Option Shares (as hereinafter defined). The Firm Shares and Option Shares are more fully described in the Registration Statement and Prospectus referred to below.
IMMUNE PHARMACEUTICALS INC. UNDERWRITING AGREEMENTUnderwriting Agreement • October 16th, 2017 • Immune Pharmaceuticals Inc • Pharmaceutical preparations • New York
IMMUNE PHARMACEUTICALS INC. UNDERWRITING AGREEMENTUnderwriting Agreement • October 11th, 2017 • Immune Pharmaceuticals Inc • Pharmaceutical preparations • New York
TDH HOLDINGS, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • August 30th, 2017 • TDH Holdings, Inc. • Food and kindred products • Florida
The undersigned, TDH Holdings, Inc., a British Virgin Islands corporation (the “Company”), hereby confirms its agreement (this “Agreement”) with the several underwriters (such underwriters, for whom ViewTrade Securities, Inc. is acting as representative (in such capacity, the “Representative,” if there are no underwriters other than the Representative, reference to multiple underwriters shall be disregarded and the term Representative as used herein shall have the same meaning as underwriter, the “Underwriters” and each an “Underwriter”) to issue and sell to the Underwriters an aggregate of 1,325,000 shares, par value $0.001, of the Company (“Shares”). The offering and sale of securities contemplated by this Agreement is referred to herein as the “Offering.”
IMMUNOCELLULAR THERAPEUTICS, LTD. UNDERWRITING AGREEMENTUnderwriting Agreement • July 13th, 2017 • ImmunoCellular Therapeutics, Ltd. • Pharmaceutical preparations • New York
ImmunoCellular Therapeutics, Ltd., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the underwriters named in Schedule A hereto (the “Underwriters,” or each, an “Underwriter”), for whom Maxim Group LLC is acting as representative (the “Representative”), an aggregate of 5,000 units (“the “Units”) each consisting of: (i) one share of the Company’s Series B 8.0% mandatorily convertible preferred stock, $0.0001 par value per share (the “Preferred Stock”) (each a “Share” and, collectively, the “Shares”) convertible into shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”) (the “Conversion Shares”), (ii) 0.6 of a Series 1 Warrant (the “Series 1 Warrants”) to purchase one share of Preferred Stock, (iii) 0.6 of a Series 2 Warrant (the “Series 2 Warrants”) to purchase one share of Preferred Stock, and (iv) 0.6 of a Series 3 Warrant (the “Series 3 Warrants,” and together with the Series 1 W
IMMUNOCELLULAR THERAPEUTICS, LTD. UNDERWRITING AGREEMENTUnderwriting Agreement • July 10th, 2017 • ImmunoCellular Therapeutics, Ltd. • Pharmaceutical preparations • New York
ImmunoCellular Therapeutics, Ltd., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the underwriters named in Schedule A hereto (the “Underwriters,” or each, an “Underwriter”), for whom Maxim Group LLC is acting as representative (the “Representative”), an aggregate of 5,000 units (“the “Units”) each consisting of: (i) one share of the Company’s Series B 8.0% mandatorily convertible preferred stock, $0.0001 par value per share (the “Preferred Stock”) (each a “Share” and, collectively, the “Shares”) convertible into shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”) (the “Conversion Shares”), (ii) 0.6 of a Series 1 Warrant (the “Series 1 Warrants”) to purchase one share of Preferred Stock, (iii) 0.6 of a Series 2 Warrant (the “Series 2 Warrants”) to purchase one share of Preferred Stock, and (iv) 0.6 of a Series 3 Warrant (the “Series 3 Warrants,” and together with the Series 1 W
TDH HOLDINGS, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • June 23rd, 2017 • TDH Holdings, Inc. • Food and kindred products • Florida
Shares of Common Stock and ______ Warrants to Purchase Shares of Common Stock MYND ANALYTICS, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • June 2nd, 2017 • MYnd Analytics, Inc. • Services-misc health & allied services, nec • New York
YANGTZE RIVER DEVELOPMENT LIMITED UNDERWRITING AGREEMENTUnderwriting Agreement • December 20th, 2016 • Yangtze River Development LTD • Real estate • New York
The undersigned, Yangtze River Development Limited, a Nevada corporation (the “Company”), hereby confirms its agreement (this “Agreement”), subject to the terms and conditions set forth herein, with each of the underwriters listed on Schedule A hereto (collectively, the “Underwriters”), for whom Boustead Securities, LLC is acting as representative (in such capacity, the “Representative”) to issue and sell to the Underwriters an aggregate of [●] shares (“Shares”) of common stock, par value $0.0001 per share, of the Company (“Common Stock”). The offering and sale of securities contemplated by this Agreement is referred to herein as the “Offering.”
PLX PHARMA INC. UNDERWRITING AGREEMENTUnderwriting Agreement • October 5th, 2015 • PLX Pharma Inc. • Pharmaceutical preparations • New York
GOOD TIMES RESTAURANTS INC. UNDERWRITING AGREEMENTUnderwriting Agreement • August 21st, 2013 • Good Times Restaurants Inc • Retail-eating places • New York
Good Times Restaurants Inc., a Nevada corporation (the “Company”), confirms its agreement, subject to the terms and conditions set forth herein, with each of the underwriters listed on Schedule A hereto (collectively, the “Underwriters”), for whom Maxim Group LLC is acting as representative (in such capacity, the “Representative”), to sell and issue to the Underwriters an aggregate of 2,200,000 shares (the “Shares”) of common stock, par value $0.001 per share, of the Company (“Common Stock”), A warrants to purchase an aggregate of 2,200,000 shares of Common Stock at an exercise price equal to $2.75 per share (an “A Warrant”) and B Warrant to purchase an aggregate of 1,100,000 shares of Common Stock at an exercise price equal to $2.50 per share (a “B Warrant” and, together with the A Warrant, the “Warrants”). Each Share shall be accompanied by an A Warrant to purchase one additional share of Common Stock and by a B Warrant to purchase one-half additional share of Common Stock (the Commo
GOOD TIMES RESTAURANTS INC. UNDERWRITING AGREEMENTUnderwriting Agreement • August 15th, 2013 • Good Times Restaurants Inc • Retail-eating places • New York
Good Times Restaurants Inc., a Nevada corporation (the “Company”), confirms its agreement, subject to the terms and conditions set forth herein, with each of the underwriters listed on Schedule A hereto (collectively, the “Underwriters”), for whom Maxim Group LLC is acting as representative (in such capacity, the “Representative”), to sell and issue to the Underwriters an aggregate of ________ shares (the “Shares”) of common stock, par value $0.001 per share, of the Company (“Common Stock”), A warrants to purchase an aggregate of shares of Common Stock at an exercise price equal to $________ per share (an “A Warrant”) and B Warrant to purchase an aggregate of shares of Common Stock at an exercise price equal to $________ per share (a “B Warrant” and, together with the A Warrant, the “Warrants”). Each Share shall be accompanied by an A Warrant to purchase one additional share of Common Stock and by a B Warrant to purchase one-half additional share of Common Stock (collectively, a “Unit”
GOOD TIMES RESTAURANTS INC. UNDERWRITING AGREEMENTUnderwriting Agreement • August 12th, 2013 • Good Times Restaurants Inc • Retail-eating places • New York
Good Times Restaurants Inc., a Nevada corporation (the “Company”), confirms its agreement, subject to the terms and conditions set forth herein, with each of the underwriters listed on Exhibit A hereto (collectively, the “Underwriters”), for whom Maxim Group LLC is acting as representative (in such capacity, the “Representative”), to sell and issue to the Underwriters an aggregate of 2,200,000 shares (the “Shares”) of common stock, par value $0.001 per share, of the Company (“Common Stock”) and warrants (each, a “Warrant” and collectively, the “Warrants”) to purchase an aggregate of 3,300,000 shares of Common Stock at an exercise price equal to $________ for each A Warrant and $________ for each B Warrant. Each Share shall be accompanied by an A Warrant to purchase one additional share of Common Stock and by a B Warrant to purchase one-half additional share of Common Stock (collectively, a “Unit”).
GOOD TIMES RESTAURANTS INC. UNDERWRITING AGREEMENTUnderwriting Agreement • July 26th, 2013 • Good Times Restaurants Inc • Retail-eating places • New York
Good Times Restaurants Inc., a Nevada corporation (the “Company”), confirms its agreement, subject to the terms and conditions set forth herein, with each of the underwriters listed on Exhibit A hereto (collectively, the “Underwriters”), for whom Maxim Group LLC is acting as representative (in such capacity, the “Representative”), to sell and issue to the Underwriters an aggregate of ________ shares (the “Shares”) of common stock, par value $0.001 per share, of the Company (“Common Stock”) and warrants (each, a “Warrant” and collectively, the “Warrants”) to purchase an aggregate of _____ shares of Common Stock at an exercise price equal to $____. Each Share shall be accompanied by a Warrant to purchase one additional share of Common Stock (collectively, a “Unit”).
GOOD TIMES RESTAURANTS INC. UNDERWRITING AGREEMENTUnderwriting Agreement • June 27th, 2013 • Good Times Restaurants Inc • Retail-eating places • New York
Good Times Restaurants Inc., a Nevada corporation (the “Company”), confirms its agreement, subject to the terms and conditions set forth herein, with each of the underwriters listed on Exhibit A hereto (collectively, the “Underwriters”), for whom Maxim Group LLC is acting as representative (in such capacity, the “Representative”), to sell and issue to the Underwriters an aggregate of ________ shares (the “Shares”) of common stock, par value $0.001 per share, of the Company (“Common Stock”) and warrants (each, a “Warrant” and collectively, the “Warrants”) to purchase an aggregate of _____ shares of Common Stock at an exercise price equal to $____. Each Share shall be accompanied by a Warrant to purchase an additional one-half share of Common Stock (collectively, a “Unit”).
4,000,000 SHARES OF COMMON STOCK CHINA FOR-GEN CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • February 22nd, 2011 • China for-Gen Corp. • Forestry • New York
China For-Gen Corp., a Delaware corporation (the “Company”), confirms its agreement, subject to the terms and conditions set forth herein, with each of the underwriters listed on Schedule A hereto (collectively, the “Underwriters”), for whom Maxim Group LLC is acting as representative (in such capacity, the “Representative”), to sell and issue to the Underwriters an aggregate of 4,000,000 shares of common stock, $0.001 par value (the “Common Stock”) of the Company (the “Firm Shares”). In addition, the Company proposes to sell to the Underwriters, upon the terms and conditions set forth herein, Option Shares (as hereinafter defined). The Firm Shares and Option Shares are more fully described in the Registration Statement and Prospectus referred to below.
4,000,000 SHARES OF COMMON STOCK CHINA FOR-GEN CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • January 25th, 2011 • China for-Gen Corp. • Forestry • New York
China For-Gen Corp., a Delaware corporation (the “Company”), confirms its agreement, subject to the terms and conditions set forth herein, with each of the underwriters listed on Schedule A hereto (collectively, the “Underwriters”), for whom Maxim Group LLC is acting as representative (in such capacity, the “Representative”), to sell and issue to the Underwriters an aggregate of 4,000,000 shares of common stock, $0.001 par value (the “Common Stock”) of the Company (the “Firm Shares”). In addition, the Company proposes to sell to the Underwriters, upon the terms and conditions set forth herein, Option Shares (as hereinafter defined). The Firm Shares and Option Shares are more fully described in the Registration Statement and Prospectus referred to below.