Common use of Agreement Not to Offer or Sell Additional Securities Clause in Contracts

Agreement Not to Offer or Sell Additional Securities. During the period commencing on the date hereof and ending on the 90th day following the date of the Prospectus, the Company will not, without the prior written consent of BAS, Piper and JPMorgan (which consent may be withheld at the sole discretion of BAS, Piper and JPMorgan), directly or indirectly, sell, offer, contract or grant any option to sell, pledge, transfer or establish an open “put equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act, or otherwise dispose of or transfer, or announce the offering of, or file any registration statement under the Securities Act in respect of, any shares of Common Stock, options or warrants to acquire shares of the Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock or publicly announce the intention to do any of the foregoing (other than as contemplated by this Agreement with respect to the Common Shares); provided, however, that the Company may (a) issue shares of its Common Stock upon exercise of options or warrants, granted pursuant to any warrant, stock option, stock bonus or other stock plan or arrangement described or incorporated by reference in the Disclosure Package and the Prospectus, (b) issue options to purchase its Common Stock pursuant to any stock option, stock bonus or other stock plan or arrangement described or incorporated by reference in the Disclosure Package and the Prospectus, but only if such options are not exercisable by their terms during the period commencing on the date hereof and ending on the 90th day following the date of the Prospectus, as such period may be extended pursuant to this Section 3(A)(n), or (c) file a registration statement on Form S-8 with respect to the shares of Common Stock subject to the stock options issued or to be issued pursuant to any stock option, stock bonus or other stock plan or arrangement described in the Prospectus. Notwithstanding the foregoing, if (x) during the last 17 days of the 90-day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs, or (y) prior to the expiration of the 90-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 90-day period, the restrictions imposed in this clause shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event.

Agreement Not to Offer or Sell Additional Securities. During the period commencing on the date hereof and ending on the 90th day following the date of the Prospectus, the Company will not, without the prior written consent of BAS, Piper BAS and JPMorgan Xxxxxx (which consent may be withheld at the sole discretion of BAS, Piper BAS and JPMorganXxxxxx), directly or indirectly, sell, offer, contract or grant any option to sell, pledge, transfer or establish an open “put equivalent position” or liquidate or decrease a “call equivalent position” within the meaning of Rule 16a-1(h) 16a-1 under the Exchange Act, or otherwise dispose of or transfertransfer (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition of), or announce the offering of, or file any registration statement under the Securities Act in respect of, any shares of Common Stock, options or warrants to acquire shares of the Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock or publicly announce the intention to do any of the foregoing (other than as contemplated by this Agreement with respect to the Common Shares); provided, however, that the Company may (ai) issue shares of its Common Stock upon exercise of options or warrants, granted pursuant to any warrant, stock option, stock bonus or other stock plan or arrangement described or incorporated by reference in the Disclosure Package and the Prospectus, (b) issue options to purchase its Common Stock pursuant to any stock option, stock bonus or other stock plan or arrangement described or incorporated by reference in the Disclosure Package and the Prospectus, but only if such options are not exercisable by their terms during the period commencing on the date hereof and ending on the 90th day following the date of the Prospectus, as such period may be extended pursuant to this Section 3(A)(n)Stock, or (c) file a registration statement on Form S-8 with respect to the shares of Common Stock subject to the stock options issued or to be issued upon exercise of options, pursuant to any stock option, stock bonus or other stock plan or arrangement described in each of the Disclosure Package and the Prospectus, and (ii) issue shares of its Common Stock upon exercise of any warrant outstanding as of the date of this Agreement and identified in each of the Disclosure Package and the Prospectus or upon exercise and/or conversion of any other exercisable or convertible security outstanding as of the date of this Agreement and described in each of the Disclosure Package and the Prospectus. Notwithstanding the foregoing, if (x) during the last 17 days of the 90-day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs, or (y) prior to the expiration of the 90-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 90-day period, the restrictions imposed in this clause shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event, unless BAS and Xxxxxx waive, in writing, such extension. The Company will provide the Representatives and any co-managers and each individual subject to the restricted period pursuant to the lock-up letters described in Section 5(k) with prior notice of any such announcement that gives rise to an extension of the restricted period.

Agreement Not to Offer or Sell Additional Securities. During the period commencing on the date hereof and ending on the 90th day following the date of the Prospectus, the Company will not, without the prior written consent of BAS, Piper and JPMorgan the Representative (which consent may be withheld at the sole discretion of BAS, Piper and JPMorganthe Representative), directly or indirectly, sell, offer, contract or grant any option to sell, pledge, transfer or establish an open “put equivalent position” or liquidate or decrease a “call equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act, or otherwise dispose of or transfertransfer (or enter into any transaction that is designed to, or might reasonably be expected to, result in the disposition of), or announce the offering of, or file any registration statement under the Securities Act in respect of, any shares of Common Stock, options or warrants to acquire shares of the Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock or publicly announce the intention to do any of the foregoing (other than as contemplated by this Agreement with respect to the Common SharesSecurities); provided, however, that the Company may (a) issue shares of its Common Stock upon exercise of options or warrants, granted pursuant to any warrant, stock option, stock bonus or other stock plan or arrangement described or incorporated by reference in the Disclosure Package and the Prospectus, (b) issue options to purchase its Common Stock pursuant to any stock option, stock bonus or other stock plan or arrangement described or incorporated by reference in the Disclosure Package and the Prospectus, but only if such options are not exercisable by their terms during the period commencing on the date hereof and ending on the 90th day following the date of the Prospectus, as such period may be extended pursuant to this Section 3(A)(n)Stock, or (c) file a registration statement on Form S-8 with respect to the shares of Common Stock subject to the stock options issued or to be issued upon exercise of options, pursuant to any stock option, stock bonus or other stock plan or arrangement described in the Prospectus. Notwithstanding the foregoing, if (x) during the last 17 days of the 90-day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs, or (y) prior to the expiration of the 90-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 90-day period, the restrictions imposed in this clause shall continue to apply until the expiration of the 18-day period beginning on the date of the issuance of the earnings release or the occurrence of the material news or material eventevent in writing, such extension. The Company will provide the Representative and any co-managers and each individual subject to the restricted period pursuant to the lockup letters described in Section 5(g) with prior notice of any such announcement that gives rise to an extension of the restricted period.

Agreement Not to Offer or Sell Additional Securities. During the period commencing on the date hereof and ending on the 90th 180th day following the date of the Prospectus, the Company will not, without the prior written consent of BAS, Piper and JPMorgan the Underwriter (which consent may be withheld at the sole discretion of BAS, Piper and JPMorganthe Underwriter), directly or indirectly, sell, offeroffer to sell, contract or grant any option to sell, pledge, hypothecate, grant any option to purchase, transfer or otherwise dispose of, grant any rights with respect to, or file a registration statement with the Commission in respect of, or establish an open “or increase a put equivalent position” position or liquidate or decrease a call equivalent position within the meaning of Rule 16a-1(h) under Section 16 of the Exchange Act, or otherwise dispose be the subject of any hedging, short sale, derivative or transferother transaction that is designed to, or announce the offering ofreasonably expected to lead to, or file any registration statement under result in, the Securities Act in respect effective economic disposition of, any shares of Common Stock, options or warrants to acquire shares of the Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock Stock, or publicly announce the an intention to do any of the foregoing (other than as contemplated by this Agreement with respect to the Common SharesShares and the Underwriter's Warrant (as defined)); provided, however, that the Company may (a) issue shares of its Common Stock or options or other awards to purchase its Common Stock, or Common Stock upon the exercise of options or warrants, granted pursuant to any warrant, stock option, stock bonus or other stock plan or arrangement described or incorporated by reference in the Disclosure Package and the Prospectus, (b) issue options to purchase its Common Stock pursuant to any stock option, stock bonus or other stock plan or arrangement described or incorporated by reference in the Disclosure Package and the Prospectus, but only if such options are not exercisable by their terms during the period commencing on the date hereof and ending on the 90th day following the date of the Prospectus, as such period may be extended pursuant to this Section 3(A)(n), or (c) file a registration statement on Form S-8 with respect to the shares of Common Stock subject to the stock options issued or to be issued pursuant to any stock option, stock bonus or other stock incentive plan or arrangement described in the Prospectus, but only if the holders of such shares, options warrants, awards, or shares issued upon exercise of such options or warrants, agree in writing not to sell, offer, dispose of or otherwise transfer any such shares, options or warrants during such 180 day period without the prior written consent of the Underwriter (which consent may be withheld at the sole discretion of the Underwriter). Notwithstanding the foregoing, if (xa) during the period that begins on the date that is 15 calendar days plus three business days before the last 17 days day of the 90180-day restricted period and ends on the last day of the 180-day restricted period, the Company issues an earnings release or material news or a material event relating to the Company occurs, ; or (yb) prior to the expiration of the 90180-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 90180-day restricted period, then the restrictions imposed in this clause shall continue to apply until the expiration of the 18-day period beginning date that is 15 calendar days plus three business days after the date on which the issuance of the earnings release or the occurrence of the material news or material eventevent occurs. The Company will provide the Underwriter and each individual subject to the 180-day restricted period pursuant to the lock-up agreements described in Section 6(j) with prior notice of any such announcement that gives rise to an extension of the 180-day restricted period.

Agreement Not to Offer or Sell Additional Securities. During the period commencing on the date hereof and ending on the 90th day following the date of the Prospectus, the The Company will not, without the prior written consent of BAS, Piper and JPMorgan Lazard Capital Markets LLC (which consent may be withheld at in its sole discretion) on behalf of the sole discretion of BASUnderwriters, Piper and JPMorgan)(i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, sellany Common Shares or any securities convertible into or exercisable or exchangeable for Common Shares or (ii) enter into any swap or other arrangement that transfers to another, offerin whole or in part, contract any of the economic consequences of ownership of the Common Shares, whether any such transaction described in clause (i) or grant any option (ii) above is to sellbe settled by delivery of Common Shares or such other securities, pledge, transfer or establish an open “put equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act, in cash or otherwise dispose by the Company or any affiliate of the Company or transfer, any person in privity with the Company or announce any affiliate of the offering of, Company or (iii) file any registration statement under with the Securities Act in respect of, any shares of Common Stock, options or warrants to acquire shares of the Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock or publicly announce the intention to do any of the foregoing Commission (other than as contemplated by this Agreement with respect to the Common Shares); provided, however, that the Company may (a) issue shares of its Common Stock upon exercise of options or warrants, granted pursuant to any warrant, stock option, stock bonus or other stock plan or arrangement described or incorporated by reference in the Disclosure Package and the Prospectus, (b) issue options to purchase its Common Stock pursuant to any stock option, stock bonus or other stock plan or arrangement described or incorporated by reference in the Disclosure Package and the Prospectus, but only if such options are not exercisable by their terms during the period commencing on the date hereof and ending on the 90th day following the date of the Prospectus, as such period may be extended pursuant to this Section 3(A)(n), or (c) file a registration statement on Form S-8 with respect S-8) relating to the shares offering of any Common Shares or any securities convertible into or exercisable or exchangeable for Common Shares. The restrictions contained in the preceding paragraph shall terminate on (and including) the 90th day after the date of the Prospectus (the “Lock-Up Period”), and not apply to (x) the Shares to be sold hereunder, (y) the issuance of Common Stock subject to the stock options issued Shares or to be issued securities convertible into Common Shares pursuant to any director or employee stock optionoption plan, stock bonus or other stock ownership plan or arrangement dividend reinvestment plan of the Company in effect at the date of the Pricing Prospectus and described in the Pricing Prospectus so long as none of those shares may be transferred and the Company shall enter stop transfer instructions with its transfer agent and registrar against the transfer of any such Common Shares, and (z) the Company may issue Common Shares issuable upon the conversion of securities or the exercise of warrants outstanding at the date of the Pricing Prospectus and described in the Pricing Prospectus. Notwithstanding the foregoing, if (xA) during the period that begins on the date that is fifteen (15) calendar days plus three (3) business days before the last 17 days day of the 90Lock-Up Period and ends on the last day restricted period of the Lock-Up Period, the Company issues an earnings release or material news or a material event relating to the Company occurs, or (yB) prior to the expiration of the 90Lock-day restricted periodUp Period, the Company announces that it will release earnings results during the sixteen (16-) day period beginning on the last day of the 90Lock-day periodUp Period, then the restrictions imposed in by this clause agreement shall continue to apply until the expiration of the 18-day period beginning date that is fifteen (15) calendar days plus three (3) business days after the date on which the issuance of the earnings release or the occurrence of the material news or material eventevent occurs. The Company shall promptly notify Lazard Capital Markets LLC of any earnings release, news or event that may give rise to an extension of the initial 90 day restricted period.

Agreement Not to Offer or Sell Additional Securities. During the period commencing on the date hereof and ending on the 90th 180th day following the date of the Prospectus, the Company will not, without the prior written consent of BAS, Piper and JPMorgan the Representatives (which consent may be withheld at the sole discretion of BAS, Piper and JPMorganthe Representatives), directly or indirectly, sell, offer, contract or grant any option to sell, pledge, transfer or establish an open “put equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act, or otherwise dispose of or transfer, or announce the offering of, or file any registration statement under the Securities Act in respect of, any shares of Common Stock, options or warrants to acquire shares of the Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock or publicly announce the intention to do any of the foregoing (other than as contemplated by this Agreement with respect to the Common Shares); provided, however, that the Company may (a) issue shares of its Common Stock upon exercise of options or warrants, granted pursuant to any warrant, stock option, stock bonus or other stock plan or arrangement described or incorporated by reference in the Disclosure Package and the Prospectus, (b) issue options to purchase its Common Stock pursuant to any stock option, stock bonus or other stock plan or arrangement described or incorporated by reference in the Disclosure Package and the Prospectus, but only if such options are not exercisable by their terms during the period commencing on the date hereof and ending on the 90th day following the date of the Prospectus, as such period may be extended pursuant to this Section 3(A)(n)Stock, or (c) file a registration statement on Form S-8 with respect to the shares of Common Stock subject to the stock options issued or to be issued upon exercise of options, pursuant to any stock option, stock bonus or other stock plan or arrangement described in the ProspectusProspectus (including the Company’s 2004 Employee Stock Purchase Plan), but only if the holders of such shares, options, or shares issued upon exercise of such options, agree in writing not to sell, offer, dispose of or otherwise transfer any such shares or options during such 180 day period without the prior written consent of the Representatives (which consent may be withheld at the sole discretion of the Representatives). Notwithstanding the foregoing, if (x) during the last 17 days of the 90180-day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs, or (y) prior to the expiration of the 90180-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 90180-day period, the restrictions imposed in by this clause section 3(m) shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event.

Agreement Not to Offer or Sell Additional Securities. During the period commencing on the date hereof and ending on the 90th 180th day following the date of the Prospectus, the Company will not, without the prior written consent of BAS, Piper and JPMorgan BAS (which consent may be withheld at the sole discretion of BAS, Piper and JPMorgan), directly or indirectly, sell, offer, contract or grant any option to sell, pledge, transfer or establish an open “"put equivalent position” " or liquidate or decrease a "call equivalent position" within the meaning of Rule 16a-1(h) under the Exchange Act, or otherwise dispose of or transfertransfer (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition of), or announce the offering of, or file any registration statement under the Securities Act in respect of, any shares of Common Stock, options or warrants to acquire shares of the Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock or publicly announce the intention to do any of the foregoing (other than as contemplated by this Agreement with respect to the Common Shares); provided, however, that the Company may (a) issue shares of its Common Stock upon exercise of options or warrants, granted pursuant to any warrant, stock option, stock bonus or other stock plan or arrangement described or incorporated by reference in the Disclosure Package and the Prospectus, (b) issue options to purchase its Common Stock pursuant to any stock option, stock bonus or other stock plan or arrangement described or incorporated by reference in the Disclosure Package and the Prospectus, but only if such options are not exercisable by their terms during the period commencing on the date hereof and ending on the 90th day following the date of the Prospectus, as such period may be extended pursuant to this Section 3(A)(n), or (c) file a registration statement on Form S-8 with respect to covering the equity incentive plans described in the Prospectus and may issue shares of its Common Stock subject or options to the stock options issued purchase its Common Stock, or to be issued Common Stock upon exercise of options, pursuant to any stock option, stock bonus or other stock plan or arrangement described in the Prospectus, but only if the holders of such shares, options, or shares issued upon exercise of such options, agree in writing not to sell, offer, dispose of or otherwise transfer any such shares or options during such 180-day period without the prior written consent of BAS (which consent may be withheld at the sole discretion of the BAS). Notwithstanding the foregoing, if (x) during the last 17 days of the 90180-day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs, or (y) prior to the expiration of the 90180-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 90180-day period, the restrictions imposed in this clause shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. The Company will provide the Representatives and any co-managers and each individual subject to the restricted period pursuant to the lockup letters described in Section 6(i) with prior notice of any such announcement that gives rise to an extension of the restricted period.

Agreement Not to Offer or Sell Additional Securities. During the period commencing on the date hereof and ending on the 90th day following the date of the ProspectusFinal Offering Memorandum, the Company will not, without the prior written consent of BAS, Piper and JPMorgan BAS (which consent may be withheld at the sole discretion of BAS, Piper and JPMorgan), directly or indirectly, sell, offer, contract or grant any option to sell, pledge, transfer or establish an open “put equivalent position” or liquidate or decrease a “call equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act, or otherwise dispose of or transfertransfer (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition of), or announce the offering of, or file any registration statement under the Securities Act in respect of, any shares of Common StockStock (other than with respect to the exercise of options outstanding prior to the date hereof), options or warrants to acquire shares of the Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock or publicly announce the intention to do any of the foregoing (other than as contemplated by this Agreement with respect to the Common SharesDebentures); provided, however, that the Company may (a) issue shares of its Common Stock or options to purchase its Common Stock, or shares of its Common Stock upon exercise of options or warrantsoptions, granted pursuant to any warrant, stock option, stock bonus or other stock plan or arrangement described or incorporated by reference in the Disclosure Package and the Prospectus, (b) issue options to purchase its Common Stock pursuant to any stock option, stock bonus or other stock plan or arrangement described or incorporated by reference in the Disclosure Package and the Prospectus, but only if such options are not exercisable by their terms during the period commencing on the date hereof and ending on the 90th day following the date of the Prospectus, as such period may be extended pursuant to this Section 3(A)(n), or (c) file a registration statement on Form S-8 with respect to the shares of Common Stock subject to the stock options issued or to be issued pursuant to any stock option, stock bonus or other stock plan or arrangement described in the ProspectusDisclosure Package or the Final Offering Memorandum, provided, however, that to the extent such shares, options or shares issued upon exercise of such options are issued to a director or executive officer of the Company, such director or executive officer agrees in writing not to sell, offer, dispose of or otherwise transfer any such shares or options during such 90 day period without the prior written consent of BAS (which consent may be withheld at the sole discretion of the BAS). Notwithstanding the foregoing, if (x) during the last 17 days of the 90-day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs, or (y) prior to the expiration of the 90-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 90-day period, the restrictions imposed in this clause shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. The Company will provide the Representatives and each individual subject to the restricted period pursuant to the lock-up letters described in Section 5(h) with prior notice of any such announcement that gives rise to an extension of the restricted period.

Agreement Not to Offer or Sell Additional Securities. During the period commencing on the date hereof and ending on the 90th day following the date of the Prospectus, the Company will not, without the prior written consent of BAS, Piper and JPMorgan the Representative (which consent may be withheld at the sole discretion of BAS, Piper and JPMorganthe Representative), directly or indirectly, sell, offer, contract or grant any option to sell, pledge, transfer or establish an open “put equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act, or otherwise dispose of or transfer, or announce the offering of, or file any registration statement under the Securities Act Act, other than one or more registration statements on Form S-8, in respect of, any shares of Common StockShares, options or warrants to acquire shares of the Common Stock Shares or securities exchangeable or exercisable for or convertible into shares of Common Stock or publicly announce the intention to do any of the foregoing Shares (other than as contemplated by this Agreement with respect to the Common Shares); provided, however, that the Company may (a) issue shares of its Common Stock Shares, restricted share units or options to purchase its Common Shares, or Common Shares upon exercise of options or warrantsvesting of restricted share units, granted pursuant to any warrant, stock option, stock bonus or other stock plan or arrangement described or incorporated by reference in the Disclosure Package and the Prospectus, (b) issue options to purchase its Common Stock pursuant to any stock option, stock bonus or other stock plan or arrangement described or incorporated by reference in the Disclosure Package and the Prospectus, but only if such options are not exercisable by their terms during the period commencing on the date hereof and ending on the 90th day following the date of the Prospectus, as such period may be extended pursuant to this Section 3(A)(n), or (c) file a registration statement on Form S-8 with respect to the shares of Common Stock subject to the stock options issued or to be issued pursuant to any stock option, stock bonus or other stock plan or arrangement described in the Prospectus, only if any such option or restricted share unit issued by the Company does not vest during the 90-day period (other than accelerated vesting in accordance with the terms of forms of award agreement filed as an exhibit to the Company’s Annual Report on Form 10-K for the year ended December 31, 2006). Notwithstanding the foregoing, if (x) during the last 17 days of the 90-day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs, occurs or (y) prior to the expiration of the 90-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 90-day period, the restrictions imposed in by this clause section 3(A)(m) shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event.

Agreement Not to Offer or Sell Additional Securities. During the For a period commencing on the date hereof and ending on the 90th day following of 60 days after the date of the ProspectusProspectus (the “Lock-up Period”), the Company will notnot (i) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise, without the prior written consent of BASthe Representative, Piper and JPMorgan (which consent may be withheld at the sole discretion of BAS, Piper and JPMorgan), directly or indirectly, sell, offer, contract or grant any option to sell, pledge, transfer or establish an open “put equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act, or otherwise dispose of or transfer, or announce the offering of, or file any registration statement under the Securities Act in respect of, any shares of Common Stock, options or warrants to acquire shares of the Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock or publicly announce the intention to do any of the foregoing (other than as contemplated by this Agreement with respect (A) the Offered Shares to the Common Shares); provided, however, that the Company may (a) issue shares of its Common Stock upon exercise of options or warrants, granted pursuant to any warrant, stock option, stock bonus or other stock plan or arrangement described or incorporated by reference in the Disclosure Package and the Prospectusbe sold hereunder, (bB) issue options to purchase its Common Stock pursuant to any stock optionoption plan, stock bonus bonus, or other stock plan or arrangement described or incorporated approved by reference in the Disclosure Package and the Prospectus, but only if such options are not exercisable by their terms during the period commencing on the date hereof and ending on the 90th day following the date Board of Directors of the Prospectus, as such period may be extended pursuant to this Section 3(A)(n), or (c) file a registration statement on Form S-8 with respect to the shares of Common Stock subject to the stock options issued or to be issued pursuant to any stock option, stock bonus or other stock plan or arrangement Company and described in the Prospectus, or (C) Common Stock upon the exercise of such options described in clause (B). Notwithstanding the foregoing, if (x1) during the last 17 days of the 9060-day restricted period period, the Company issues an earnings release or material news or a material event relating to the Company occurs, ; or (y2) prior to the expiration of the 9060-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 9060-day period, the restrictions imposed in by this clause Agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event.

Agreement Not to Offer or Sell Additional Securities. During the period commencing on the date hereof and ending on the 90th 180th day following the date of the Prospectus, the Company will not, without the prior written consent of BAS, Piper and JPMorgan BAS (which consent may be withheld at the sole discretion of BAS, Piper and JPMorgan), directly or indirectly, sell, offer, contract or grant any option to sell, pledge, transfer or establish an open “put equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act, or otherwise dispose of or transfer, or announce the offering of, or file any registration statement under the Securities Act in respect of, any shares of Common Stock, options or warrants to acquire shares of the Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock or publicly announce the intention to do any of the foregoing (other than as contemplated by this Agreement with respect to the Common Shares); provided, however, that the Company may (a) issue shares of its Common Stock upon exercise of options or warrants, granted pursuant to any warrant, stock option, stock bonus or other stock plan or arrangement described or incorporated by reference in the Disclosure Package and the Prospectus, (b) issue options to purchase its Common Stock pursuant to any stock option, stock bonus or other stock plan or arrangement described or incorporated by reference in the Disclosure Package and the Prospectus, but only if such options are not exercisable by their terms during the period commencing on the date hereof and ending on the 90th day following the date of the Prospectus, as such period may be extended pursuant to this Section 3(A)(n), or (c) file a registration statement on Form S-8 with respect to the and may issue shares of its Common Stock subject or options to the stock options issued purchase its Common Stock, or to be issued Common Stock upon exercise of options, pursuant to any stock option, stock bonus or other stock plan or arrangement described in the Prospectus, but only if the holders of such shares, options, or shares issued upon exercise of such options, agree in writing not to sell, offer, dispose of or otherwise transfer any such shares or options during such 180 day period without the prior written consent of BAS (which consent may be withheld at the sole discretion of the BAS). Notwithstanding the foregoingIn addition, if (x) during the last 17 days period commencing on the date hereof and ending on the 180th day following the date of the 90-day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs, or (y) prior to the expiration of the 90-day restricted periodProspectus, the Company announces that it will release earnings results during shall not consent or agree in any manner, without the 16-day period beginning on prior written consent of BAS (which consent may be withheld at the last day sole discretion of BAS), to the amendment or waiver of any agreement or provision, including, without limitation, any Registration Rights Agreement, restricting the ability of the 90-day periodCompany’s securityholders to, directly or indirectly, sell, offer, contract or grant any option to sell, pledge, transfer or establish an open “put equivalent position” within the restrictions imposed meaning of Rule 16a-1(h) under the Exchange Act, or otherwise dispose of or transfer, or announce the offering of, or file an registration statement under the Securities Act in this clause shall continue respect of, any shares of Common Stock, options or warrants to apply until the expiration acquire shares of the 18-day period beginning on Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock (other than as contemplated by this Agreement with respect to the issuance of the earnings release or the occurrence of the material news or material eventCommon Shares).

Agreement Not to Offer or Sell Additional Securities. During the period commencing on the date hereof and ending on the 90th day following the date of the ProspectusFinal Offering Memorandum, the Company will not, without the prior written consent of BAS, Piper and JPMorgan the Representatives (which consent may be withheld at the sole discretion of BAS, Piper and JPMorganthe Representatives), directly or indirectly, sell, offer, contract or grant any option to sell, pledge, transfer or establish an open “put equivalent position” or liquidate or decrease a “call equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act, or otherwise dispose of or transfertransfer (or enter into any transaction which is designed to, or would reasonably be expected to, result in the disposition of), or announce the offering of, or file any registration statement under the Securities Act in respect of, any shares of Common Stock, options or warrants to acquire shares of the Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock or publicly announce the intention to do any of the foregoing (other than as contemplated by this Agreement with respect to or the Common Shares); provided, however, that Registration Rights Agreement and the Company may (a) issue shares Company’s issuance of its Common Stock (A) upon the conversion of the Notes or the conversion or exchange of convertible or exchangeable securities outstanding on the date hereof; (B) upon the grant or exercise of options issued under, or warrantsthe issuance and sale of shares pursuant to, granted pursuant to any warrant, existing stock option, stock bonus or other stock plan or arrangement described arrangement; or incorporated (C) as required by reference the terms of any earn-out provision contained in the Disclosure Package and the Prospectus, (b) issue options to purchase its Common Stock pursuant to any stock option, stock bonus or other stock plan or arrangement described or incorporated by reference in the Disclosure Package and the Prospectus, but only if such options are not exercisable by their terms during the period commencing agreement existing on the date hereof and ending on to which the 90th day following the date of the Prospectus, as such period may be extended pursuant to this Section 3(A)(n), or Company is a party. If (ci) file a registration statement on Form S-8 with respect to the shares of Common Stock subject to the stock options issued or to be issued pursuant to any stock option, stock bonus or other stock plan or arrangement described in the Prospectus. Notwithstanding the foregoing, if (x) during the last 17 days of the 90-day restricted period the Company issues an earnings release or of material news news, or a material event relating to the Company occurs, during the last 17 days of the lock-up period, or (yii) prior to the expiration of the 90lock-day restricted up period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 90lock-day up period, the restrictions imposed in by this clause agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event, unless the Representatives waive, in writing, such extension.

Agreement Not to Offer or Sell Additional Securities. During the period commencing on the date hereof and ending on the 90th 180th day following the date of the Prospectus, the Company will not, without the prior written consent of BAS, Piper BAS and JPMorgan Citigroup (which consent may be withheld at the sole discretion of BAS, Piper BAS and JPMorganCitigroup), directly or indirectly, sell, offer, contract or grant any option to sell, pledge, transfer or establish an open “"put equivalent position” " within the meaning of Rule 16a-1(h) under the Exchange Act, or otherwise dispose of or transfer, or announce the offering of, or file any registration statement under the Securities Act in respect of, any shares of Common Stock, options or warrants to acquire shares of the Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock or publicly announce the intention to do any of the foregoing (other than as contemplated by this Agreement with respect to the Common SharesShares or pursuant to the registration statement on Form S-11 (File No. 333-116408), including amendments thereto, covering the resale of up to 37,404,862 shares of the Company's Common Stock issued in connection with private offerings of its Common Stock completed in December 2003 and January 2004); provided, however, that the Company may (a) issue shares of its Common Stock upon exercise of options or warrants, granted pursuant to any warrant, stock option, stock bonus or other stock plan or arrangement described or incorporated by reference in the Disclosure Package and the Prospectus, (b) issue options to purchase its Common Stock pursuant to any stock option, stock bonus or other stock plan or arrangement described or incorporated by reference in the Disclosure Package and the Prospectus, but only if such options are not exercisable by their terms during the period commencing on the date hereof and ending on the 90th day following the date of the Prospectus, as such period may be extended pursuant to this Section 3(A)(n)Stock, or (c) file a registration statement on Form S-8 with respect to the shares of Common Stock subject to the stock options issued or to be issued upon exercise of options, pursuant to any stock option, stock bonus or other stock plan or arrangement described in the Prospectus, but only if the holders of such shares, options, or shares issued upon exercise of such options, agree in writing not to sell, offer, dispose of or otherwise transfer any such shares or options during such 180 day period without the prior written consent of BAS and Citigroup (which consent may be withheld at the sole discretion of the BAS and Citigroup). Notwithstanding the foregoing, if (x) during the last 17 days of the 90180-day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs, or (y) prior to the expiration of the 90180-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 90180-day period, the restrictions imposed in this clause shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event.

Agreement Not to Offer or Sell Additional Securities. During the For a period commencing on the date hereof and ending on the 90th day following of 90 days after the date of the ProspectusProspectus (the “Lock-up Period”), the Company will notnot (i) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise, without the prior written consent of BASthe Representative, Piper and JPMorgan (which consent may be withheld at the sole discretion of BAS, Piper and JPMorgan), directly or indirectly, sell, offer, contract or grant any option to sell, pledge, transfer or establish an open “put equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act, or otherwise dispose of or transfer, or announce the offering of, or file any registration statement under the Securities Act in respect of, any shares of Common Stock, options or warrants to acquire shares of the Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock or publicly announce the intention to do any of the foregoing (other than as contemplated by this Agreement with respect (A) the Offered Shares to the Common Shares); provided, however, that the Company may (a) issue shares of its Common Stock upon exercise of options or warrants, granted pursuant to any warrant, stock option, stock bonus or other stock plan or arrangement described or incorporated by reference in the Disclosure Package and the Prospectusbe sold hereunder, (bB) issue options to purchase its Common Stock pursuant to any stock optionoption plan, stock bonus bonus, or other stock plan or arrangement approved by the Board of Directors of the Company and described or incorporated by reference in the Disclosure Package and the Prospectus, but only if (C) Common Stock upon the exercise of such options are not exercisable by their terms during described in clause (B), (D) Common Stock upon the period commencing on the date hereof and ending on the 90th day following exercise of warrants to purchase Common Stock in effect as of the date of the Prospectus, as such period may be extended pursuant to this Section 3(A)(n), Agreement or (cE) file a registration statement on Form S-8 with respect to the shares of Common Stock subject to the stock options issued or required to be issued pursuant to any stock option, stock bonus or other stock plan or arrangement described contractual obligations of the Company in effect as of the Prospectusdate of this Agreement. Notwithstanding the foregoing, if (x1) during the last 17 days of the 90-day restricted period period, the Company issues an earnings release or material news or a material event relating to the Company occurs, ; or (y2) prior to the expiration of the 90-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 90-day period, the restrictions imposed in by this clause Agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event.

Agreement Not to Offer or Sell Additional Securities. During the period commencing on the date hereof and ending on the 90th 180th day following the date of the Prospectus, the Company will not, without the prior written consent of BAS, Piper and JPMorgan the Underwriter (which consent may be withheld at the sole discretion of BAS, Piper and JPMorganthe Underwriter), directly or indirectly, sell, offeroffer to sell, contract or grant any option to sell, pledge, hypothecate, grant any option to purchase, transfer or otherwise dispose of, grant any rights with respect to, or file a registration statement with the Commission in respect of, or establish an open “or increase a put equivalent position” position or liquidate or decrease a call equivalent position within the meaning of Rule 16a-1(h) under Section 16 of the Exchange Act, or otherwise dispose be the subject of any hedging, short sale, derivative or transferother transaction that is designed to, or announce the offering ofreasonably expected to lead to, or file any registration statement under result in, the Securities Act in respect effective economic disposition of, any shares of Common Stock, options or warrants to acquire shares of the Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock Stock, or publicly announce the an intention to do any of the foregoing (other than as contemplated by this Agreement with respect to the Common SharesShares and the Underwriter’s Warrant (as defined)); provided, however, that the Company may (a) issue shares of its Common Stock upon exercise of or options or warrants, granted pursuant to any warrant, stock option, stock bonus or other stock plan or arrangement described or incorporated by reference in the Disclosure Package and the Prospectus, (b) issue options awards to purchase its Common Stock, or Common Stock upon the exercise of options, warrants or convertible securities, pursuant to any stock option, stock bonus or other stock incentive plan or other arrangement described or incorporated by reference in the Disclosure Package and the Prospectus, but only if the holders of such shares, options are or other awards, or shares issued upon exercise of such options, warrants or convertible securities agree in writing not exercisable by their terms to sell, offer, dispose of or otherwise transfer any such shares, options or warrants during such 180 day period without the period commencing on the date hereof and ending on the 90th day following the date prior written consent of the Prospectus, as such period Underwriter (which consent may be extended pursuant to this withheld at the sole discretion of the Underwriter). Notwithstanding restrictions set forth above in the Section 3(A)(n3(m), or (c) the Company shall be permitted to file a resale registration statement on Form S-8 in compliance with respect to existing agreements of the Company that require such filing respecting shares of Common Stock subject to issuable upon conversion of the stock options Company’s 12% Convertible Promissory Notes, upon exercise of warrants issued in connection therewith and other outstanding warrants (including the Underwriter’s Warrant (as defined below)) and rights, and upon conversion by existing holders of other convertible notes who entered into note conversion agreements and addenda thereto. The filing of such resale registration statement shall in not act as a waiver of, or to be issued pursuant to in any stock option, stock bonus way affect the Company’s or other stock plan or arrangement described in the ProspectusUnderwriter’s rights under written lock-up agreements. Notwithstanding the foregoing, if (xa) during the period that begins on the date that is 15 calendar days plus three business days before the last 17 days day of the 90180-day restricted period and ends on the last day of the 180-day restricted period, the Company issues an earnings release or material news or a material event relating to the Company occurs, ; or (yb) prior to the expiration of the 90180-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 90180-day restricted period, then the restrictions imposed in this clause shall continue to apply until the expiration of the 18-day period beginning date that is 15 calendar days plus three business days after the date on which the issuance of the earnings release or the occurrence of the material news or material eventevent occurs, unless the Underwriter waives such extension. The Company will provide the Underwriter and each individual subject to the 180-day restricted period pursuant to the lock-up agreements described in Section 6(j) with prior notice of any such announcement that gives rise to an extension of the 180-day restricted period.

Agreement Not to Offer or Sell Additional Securities. During the period commencing on the date hereof and ending on the 90th day of 90 days following the date of the Prospectus, the Company will not, without the prior written consent of BAS, Piper and JPMorgan Xxxxxx Xxxxxx Partners LLC (which consent may be withheld at the sole discretion of BAS, Piper and JPMorganXxxxxx Xxxxxx Partners LLC), directly or indirectly, sell, offer, contract or grant any option to sell, pledge, transfer or establish an open “"put equivalent position” " within the meaning of Rule 16a-1(h) under the Exchange Act, or otherwise dispose of or transfer, or announce the offering of, or file any registration statement under the Securities Act in respect of, any shares of Common Stock, options or warrants to acquire shares of the Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock or publicly announce the intention to do any of the foregoing (other than as contemplated by this Agreement with respect to the Common Shares); provided, however, that the Company may (a) issue shares of its Common Stock upon exercise of options or warrants, granted pursuant to any warrant, stock option, stock bonus or other stock plan or arrangement described or incorporated by reference in the Disclosure Package and the Prospectus, (b) issue options to purchase its Common Stock pursuant to any stock option, stock bonus or other stock plan or arrangement described or incorporated by reference in the Disclosure Package and the Prospectus, but only if such options are not exercisable by their terms during the period commencing on the date hereof and ending on the 90th day following the date of the Prospectus, as such period may be extended pursuant to this Section 3(A)(n)Stock, or (c) file a registration statement on Form S-8 with respect to the shares of Common Stock subject to the stock options issued or to be issued upon exercise of options, pursuant to any stock option, stock bonus or other stock plan or arrangement described in the Prospectus. Notwithstanding , but only if the foregoing, if (x) during the last 17 days holders of the 90-day restricted period the Company issues an earnings release or material news or a material event relating to the Company occursany such issued shares, or any options, which are exercisable during such 90 day period, agree in writing not to sell, offer, dispose of or otherwise transfer any such shares or options during such 90 day period without the prior written consent of Xxxxxx Xxxxxx Partners LLC (y) prior to which consent may be withheld at the expiration sole discretion of the 90-Xxxxxx Xxxxxx Partners LLC). Further, during such 90 day restricted period, the Company announces that it will release earnings results during shall not accelerate the 16-day period beginning on vesting of options to purchase shares of its Common Stock without the last day prior written consent of Xxxxxx Xxxxxx Partners LLC (which consent may be withheld at the 90-day period, the restrictions imposed in this clause shall continue to apply until the expiration sole discretion of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material eventXxxxxx Xxxxxx Partners LLC).

Agreement Not to Offer or Sell Additional Securities. During the period commencing on the date hereof and ending on the 90th day following the date of the Prospectus, the Company will not, without the prior written consent of BAS, Piper and JPMorgan BAS (which consent may be withheld at the sole discretion of BAS, Piper and JPMorgan), directly or indirectly, sell, offer, contract or grant any option to sell, pledge, transfer or establish an open “"put equivalent position” " within the meaning of Rule 16a-1(h) under the Exchange Act, or otherwise dispose of or transfer, or announce the offering of, or file any registration statement under the Securities Act in respect of, any shares of Common Stock, options or warrants to acquire shares of the Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock or publicly announce the intention to do any of the foregoing (other than as contemplated by this Agreement with respect to the Common Shares); provided, however, that the Company may (a) issue shares of its Common Stock upon exercise of options or warrants, granted pursuant to any warrant, stock option, stock bonus or other stock plan or arrangement described or incorporated by reference in the Disclosure Package and the Prospectus, (b) issue options to purchase its Common Stock pursuant to any stock option, stock bonus or other stock plan or arrangement described or incorporated by reference in the Disclosure Package and the Prospectus, but only if such options are not exercisable by their terms during the period commencing on the date hereof and ending on the 90th day following the date of the Prospectus, as such period may be extended pursuant to this Section 3(A)(n)Stock, or (c) file a registration statement on Form S-8 with respect to the shares of Common Stock subject to the stock options issued or to be issued upon exercise of options, pursuant to any stock option, stock bonus or other stock plan or arrangement described in the Prospectus, but only if the executive officers and directors that are holders of such shares, options, or shares issued upon exercise of such options, agree in writing not to sell, offer, dispose of or otherwise transfer any such shares or options during such 90 day period without the prior written consent of BAS (which consent may be withheld at the sole discretion of the BAS). Notwithstanding the foregoing, if (x) during the last 17 days of the 90-day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs, ; or (y) prior to the expiration of the 90-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 90-day period, ; the restrictions imposed in this clause (m) shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event; provided however, that this sentence shall not apply if the research published or distributed on the Company is compliant under Rule 139 of the Securities Act and the Company's securities are actively traded as defined in Rule 101(c)(1) of Regulation M of the Exchange Act.

Agreement Not to Offer or Sell Additional Securities. During the period commencing on the date hereof and ending on the 90th 180th day following the date of the Prospectus, the Company will not, without the prior written consent of BAS, Piper and JPMorgan BAS (which consent may be withheld at the sole discretion of BAS, Piper and JPMorganBAS), directly or indirectly, sell, offer, contract or grant any option to sell, pledge, transfer or establish an open “"put equivalent position” " within the meaning of Rule 16a-1(h) under the Exchange Act, or otherwise dispose of or transfer, or announce the offering of, or file any registration statement under the Securities Act in respect of, any shares of Common Stock, options or warrants to acquire shares of the Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock or publicly announce the intention to do any of the foregoing (other than as contemplated by this Agreement with respect to the Common Shares); provided, however, that the Company may (a) issue shares of its Common Stock or options to purchase its Common Stock, or Common Stock upon exercise of options or warrants, granted pursuant to any warrant, stock option, stock bonus or other stock plan or arrangement described or incorporated by reference in the Disclosure Package and the Prospectus, (b) issue options to purchase its Common Stock pursuant to any stock option, stock bonus or other stock plan or arrangement described or incorporated by reference in the Disclosure Package and the Prospectus, but only if (i) the holders of such warrants, shares, options, or shares issued upon exercise of such warrants or options have executed a lock up agreement in the form of Exhibit E hereto or (ii) such warrants, shares, options or shares issued upon exercise of such warrants or options are not exercisable by their terms during the period commencing on the date hereof and ending on the 90th 180th day following the date of the Prospectus, as such period may be extended pursuant to this Section 3(A)(n3A(l), or (cb) file a registration statement on Form S-8 with respect to the shares of Common Stock subject to the stock options issued or to be issued pursuant to any stock option, stock bonus or other stock plan or arrangement described in the Prospectus, or (c) issue shares of its Common Stock or options to purchase its Common Stock to the extent the Company is required to do so in connection with the transactions contemplated by each of the Note Contribution and Exchange Agreement, dated as of April 4, 2005 (filed as Exhibit 2.3 to the Registration Statement) and the Agreement and Plan of Merger, dated as of April 4, 2005 (filed as Exhibit 2.1 to the Registration Statement). Notwithstanding the foregoing, if (x) during the last 17 days of the 90180-day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs, or (y) prior to the expiration of the 90180-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 90180-day period, the restrictions imposed in this clause shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event.

Agreement Not to Offer or Sell Additional Securities. During the period commencing on the date hereof and ending on the 90th day following the date of the Prospectus, the Company Such Selling Stockholder will not, without the prior written consent of BAS, Piper BAS and JPMorgan Xxxxxx Brothers (which consent may be withheld at the in their sole discretion of BAS, Piper and JPMorgandiscretion), directly or indirectly, sell, offer, contract or grant any option to sellsell (including without limitation any short sale), pledge, transfer or transfer, establish an open “"put equivalent position” " within the meaning of Rule 16a-1(h) under the Exchange Act, or otherwise dispose of or transfer, or announce the offering of, or file any registration statement under the Securities Act in respect of, any shares of Common Stock, options or warrants to acquire shares of the Common Stock Stock, or securities exchangeable or exercisable for or convertible into shares of Common Stock currently or hereafter owned either of record or beneficially (as defined in Rule 13d-3 under the Exchange Act) by such Selling Stockholder, or publicly announce the such Selling Stockholder's intention to do any of the foregoing (other than as contemplated by this Agreement with respect to the Common Shares); providedforegoing, however, that the Company may (a) issue shares of its Common Stock upon exercise of options or warrants, granted pursuant to any warrant, stock option, stock bonus or other stock plan or arrangement described or incorporated by reference in the Disclosure Package and the Prospectus, (b) issue options to purchase its Common Stock pursuant to any stock option, stock bonus or other stock plan or arrangement described or incorporated by reference in the Disclosure Package and the Prospectus, but only if such options are not exercisable by their terms during the for a period commencing on the date hereof and ending continuing through the close of trading on the 90th day following date 90 days after the date of the Prospectus, as such period may be extended pursuant to this Section 3(A)(n), or (c) file a registration statement on Form S-8 with respect to the shares of Common Stock subject to the stock options issued or to be issued pursuant to any stock option, stock bonus or other stock plan or arrangement described in the Prospectus. Notwithstanding the foregoing, if (x) during the last 17 days of the 90-day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs, or (y) prior to the expiration of the 90-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 90-day period, the restrictions imposed in this clause shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event.

Agreement Not to Offer or Sell Additional Securities. During the period commencing on the date hereof and ending on the 90th 180th day following the date of the Prospectus, the Company will not, without the prior written consent of BAS, Piper and JPMorgan the Underwriter (which consent may be withheld at the sole discretion of BAS, Piper and JPMorganthe Underwriter), directly or indirectly, sell, offeroffer to sell, contract or grant any option to sell, pledge, hypothecate, grant any option to purchase, transfer or otherwise dispose of, grant any rights with respect to, or file a registration statement with the Commission in respect of, or establish an open “or increase a put equivalent position” position or liquidate or decrease a call equivalent position within the meaning of Rule 16a-1(h) under Section 16 of the Exchange Act, or otherwise dispose be the subject of any hedging, short sale, derivative or transferother transaction that is designed to, or announce the offering ofreasonably expected to lead to, or file any registration statement under result in, the Securities Act in respect effective economic disposition of, any shares of Common Stock, options or warrants to acquire shares of the Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock Stock, or publicly announce the an intention to do any of the foregoing (other than as contemplated by this Agreement with respect to the Common SharesShares and the Underwriter’s Warrant (as defined)); provided, however, that the Company may (a) issue shares of its Common Stock upon exercise of or options or warrants, granted pursuant to any warrant, stock option, stock bonus or other stock plan or arrangement described or incorporated by reference in the Disclosure Package and the Prospectus, (b) issue options awards to purchase its Common Stock, or Common Stock upon the exercise of options, warrants or convertible securities, pursuant to any stock option, stock bonus or other stock incentive plan or other arrangement described or incorporated by reference in the Disclosure Package and the Prospectus, but only if the holders of such shares, options are or other awards, or shares issued upon exercise of such options, warrants or convertible securities agree in writing not exercisable by their terms to sell, offer, dispose of or otherwise transfer any such shares, options or warrants during such 180 day period without the period commencing on the date hereof and ending on the 90th day following the date prior written consent of the Prospectus, as such period Underwriter (which consent may be extended pursuant to this withheld at the sole discretion of the Underwriter). Notwithstanding restrictions set forth above in the Section 3(A)(n3(m), or (c) the Company shall be permitted to file a resale registration statement on Form S-8 in compliance with respect to existing agreements of the Company that require such filing respecting shares of Common Stock subject to issuable upon conversion of the stock options Company’s 12% Convertible Promissory Notes, upon exercise of warrants issued in connection therewith and other outstanding warrants (including the Underwriter’s Warrant (as defined below)), and upon conversion by existing holders of other convertible notes who entered into note conversion agreements and addenda thereto. The filing of such resale registration statement shall in not act as a waiver of, or to be issued pursuant to in any stock option, stock bonus way affect the Company’s or other stock plan or arrangement described in the ProspectusUnderwriter’s rights under written lock-up agreements. Notwithstanding the foregoing, if (xa) during the period that begins on the date that is 15 calendar days plus three business days before the last 17 days day of the 90180-day restricted period and ends on the last day of the 180-day restricted period, the Company issues an earnings release or material news or a material event relating to the Company occurs, ; or (yb) prior to the expiration of the 90180-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 90180-day restricted period, then the restrictions imposed in this clause shall continue to apply until the expiration of the 18-day period beginning date that is 15 calendar days plus three business days after the date on which the issuance of the earnings release or the occurrence of the material news or material eventevent occurs, unless the Underwriter waives such extension. The Company will provide the Underwriter and each individual subject to the 180-day restricted period pursuant to the lock-up agreements described in Section 6(j) with prior notice of any such announcement that gives rise to an extension of the 180-day restricted period.

Agreement Not to Offer or Sell Additional Securities. During the period commencing on the date hereof and ending on the 90th day following the date of the Prospectus, the Company will not, without the prior written consent of BASBAS and Wachovia Capital Markets, Piper and JPMorgan LLC (which consent may be withheld at the their sole discretion of BAS, Piper and JPMorgandiscretion), directly or indirectly, sell, offer, contract or grant any option to sell, pledge, transfer or establish an open “"put equivalent position” " within the meaning of Rule 16a-1(h) under the Exchange Act, or otherwise dispose of or transfer, or announce the offering of, or file any registration statement under the Securities Act in respect of, any shares of Common Stock, options or warrants to acquire shares of the Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock or publicly announce the intention to do any of the foregoing (other than as contemplated by this Agreement with respect to the Common Shares); provided, however, that the Company may (a) issue shares of its Common Stock upon exercise of options or warrants, granted pursuant to any warrant, stock option, stock bonus or other stock plan or arrangement described or incorporated by reference in the Disclosure Package and the Prospectus, (b) issue options to purchase its Common Stock pursuant to any stock optionupon exercise of options, stock bonus or other stock plan or arrangement described or incorporated by reference in the Disclosure Package and the Prospectus, but only if such options are not exercisable by their terms during the period commencing on the date hereof and ending on the 90th day following the date of the Prospectus, as such period may be extended pursuant to this Section 3(A)(n), or (c) file a registration statement on Form S-8 with respect to the shares of Common Stock subject to the stock options issued or to be issued pursuant to any stock option, stock bonus or other stock plan or arrangement described in the Prospectus. Notwithstanding the foregoing, if (x) during the last 17 days of the 90-day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs, or (y) prior to the expiration of the 90-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 90-day period, the restrictions imposed in this clause shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event.

Agreement Not to Offer or Sell Additional Securities. During the period commencing on From and after the date hereof and ending continuing through the close of trading on the 90th day date 180 days following the date of the Prospectus, the Company and the Parent will not, without the prior written consent of BASNationsBanc Montxxxxxx Xxxurities, Piper and JPMorgan Inc. (which consent may be withheld at the sole discretion of BASNationsBanc Montxxxxxx Xxxurities, Piper and JPMorganInc.), directly or indirectly, sell, offer, contract or grant any option to sellsell (including without limitation any short sale), pledge, transfer or transfer, establish an open “"put equivalent position” " within the meaning of Rule 16a-1(h) under the Exchange Act, or otherwise dispose of or transfer, or announce the offering of, or file any registration statement under the Securities Act in respect of, any shares of Common Stock, options or warrants to acquire shares of the Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock currently or publicly announce hereafter owned either of record or beneficially (as defined in Rule 13d-3 under the intention to do any of the foregoing Exchange Act) (other than as contemplated by this Agreement with respect to the Common Shares); provided, however, that the Company may (a) issue shares of its Common Stock upon exercise of options or warrants, granted pursuant to any warrant, stock option, stock bonus or other stock plan or arrangement described or incorporated by reference in the Disclosure Package and the Prospectus, (b) issue options to purchase its Common Stock, or Common Stock upon exercise of options, pursuant to any stock option, stock bonus option or other stock plan or arrangement purchase plan described or incorporated by reference in the Disclosure Package and the Prospectus, but only if the holders of such shares, options, or shares issued upon exercise of such options, agree in writing not to sell, offer, dispose of or otherwise transfer any such shares or options are not exercisable by their terms during such 180 day period without the period commencing on prior written consent of NationsBanc Montxxxxxx Xxxurities, Inc. (which consent may be withheld at the date hereof and ending on the 90th day following the date sole discretion of the ProspectusNationsBanc Montxxxxxx Xxxurities, as such period Inc.) and provided that the Parent may be extended pursuant to this Section 3(A)(n), or (c) file a registration statement on Form S-8 with respect to the pledge shares of Common Stock subject as collateral for corporate borrowings provided that NationsBanc Montxxxxxx Xxxurities, Inc. is given notice of such pledge and the lender agrees to be bound by the restrictions contained in this Section 3(j) to the stock options issued or to be issued pursuant to any stock option, stock bonus or other stock plan or arrangement described in same extent as the Prospectus. Notwithstanding the foregoing, if (x) during the last 17 days of the 90-day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs, or (y) prior to the expiration of the 90-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 90-day period, the restrictions imposed in this clause shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material eventParent.

Agreement Not to Offer or Sell Additional Securities. During the period commencing on the date hereof and ending on the 90th day following the date of the Prospectus, the Company Issuer will not, without the prior written consent of BAS, Piper and JPMorgan the Representatives (which consent may be withheld at the sole discretion of BAS, Piper and JPMorganthe Representatives), directly or indirectly, sell, offer, contract or grant any option to sell, pledge, transfer or establish an open “put equivalent position” or liquidate or decrease a “call equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act, or otherwise dispose of or transfertransfer (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition of), or announce the offering of, or file any registration statement under the Securities Act in respect of, any shares of Common Stock, options or warrants to acquire shares of the Common Stock Shares or securities exchangeable or exercisable for or that are convertible into shares of or exchangeable for Common Stock or publicly announce the intention to do any of the foregoing Shares (other than as contemplated by this Agreement with respect to the Common Shares); provided, however, that the Company may (a) issue shares issuance of its Common Stock upon exercise of options or warrants, granted awards pursuant to any warrant, stock option, stock bonus or other stock plan or arrangement described or incorporated by reference in the Disclosure Package and the Prospectus, (b) issue options to purchase its Common Stock pursuant to any stock option, stock bonus or other stock plan or arrangement described or incorporated by reference in the Disclosure Package and the Prospectus, but only if such options are not exercisable by their terms during the period commencing on employee benefit plans outstanding as of the date hereof and ending issuances of Common Shares upon exercise of any such awards); provided that the foregoing shall not prohibit the Issuer from (i) filing a “universal” shelf registration statement on Form S-3 after the 90th 30th day following the date of the Prospectus, as such period may be extended pursuant to this Section 3(A)(n), or (c) file a registration statement on Form S-8 Prospectus with respect to the shares registration of Common Stock subject to common shares, preferred shares, debt securities and other securities of the stock options issued Issuer and one or to be issued pursuant to more subsidiaries and (ii) complying with any stock option, stock bonus or other stock plan or arrangement described in registration rights outstanding as of the Prospectusdate hereof. Notwithstanding the foregoing, if (x) during the last 17 days of the 90-day restricted period the Company Issuer issues an earnings release or material news or a material event relating to the Company Issuer occurs, or (y) prior to the expiration of the 90-day restricted period, the Company Issuer announces that it will release earnings results during the 16-day period beginning on the last day of the 90-day period, the restrictions imposed in this clause shall continue to apply until the expiration of the 18-day period beginning on the date of the issuance of the earnings release or the occurrence of the material news or material event. The Issuer will provide the Representatives and any co-managers and each individual subject to the restricted period pursuant to the lockup letters described in Section 5(h) with prior notice of any such announcement that gives rise to an extension of the restricted period.

Agreement Not to Offer or Sell Additional Securities. During the period commencing on the date hereof and ending on the 90th 180th day following the date of the Prospectus, the Company will not, without the prior written consent of BAS, Piper and JPMorgan BAS (which consent may be withheld at the sole discretion of BAS, Piper and JPMorgan), directly or indirectly, sell, offer, contract or grant any option to sell, pledge, transfer or establish an open “put equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act, or otherwise dispose of or transfer, or announce the offering of, or file any registration statement under the Securities Act in respect of, any shares of Common Stock, options or warrants to acquire shares of the Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock or publicly announce the intention to do any of the foregoing (other than as contemplated by this Agreement with respect to the Common Shares); provided, however, that the Company may (a) issue shares of its Common Stock or options to purchase its Common Stock, or Common Stock upon exercise of options or warrants, granted pursuant to any warrant, stock option, stock bonus or other stock plan or arrangement described or incorporated by reference in the Disclosure Package and the Prospectus, (b) issue options to purchase its Common Stock pursuant to any stock option, stock bonus or other stock plan or arrangement described or incorporated by reference in the Disclosure Package and the Prospectus, but only if such options are not exercisable by their terms during the period commencing on the date hereof and ending on the 90th day following the date of the Prospectus, as such period may be extended pursuant to this Section 3(A)(n), or (c) file a registration statement on Form S-8 with respect to the shares of Common Stock subject to the stock options issued or to be issued pursuant to any stock option, stock bonus or other stock plan or arrangement described in the Prospectus, but only if the holders of such shares, options, warrants, or shares issued upon exercise of such options or warrants, agree in writing not to sell, offer, dispose of or otherwise transfer any such shares or options during such 180-day period without the prior written consent of BAS (which consent may be withheld at the sole discretion of the BAS). Notwithstanding the foregoing, if (x) during the last 17 days of the 90180-day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs, or (y) prior to the expiration of the 90180-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 90180-day period, the restrictions imposed in this clause shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event; provided however, that this sentence shall not apply if any research published or distributed by any Underwriter on the Company would be compliant under Rule 139 of the Securities Act and the Company’s securities are actively traded as defined in Rule 101(c)(1) of Regulation M of the Exchange Act.

Agreement Not to Offer or Sell Additional Securities. During the period commencing on the date hereof and ending on the 90th day following the date of the ProspectusProspectus (the "Restricted Period"), the Company will not, without the prior written consent of BAS, Piper and JPMorgan BAS (which consent may be withheld at the sole discretion of BAS, Piper and JPMorgan), directly or indirectly, sell, offer, contract or grant any option to sell, pledge, transfer or establish an open “"put equivalent position” " within the meaning of Rule 16a-1(h) under the Exchange Act, or otherwise dispose of or transfer, or announce the offering of, or file any registration statement under the Securities Act in respect of, any shares of Common Stock, options or warrants to acquire shares of the Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock or publicly announce the intention to do any of the foregoing (other than as contemplated by this Agreement with respect to the Common Shares); provided, however, that the Company may (a) issue shares of its Common Stock upon exercise of options or warrants, granted pursuant to any warrant, stock option, stock bonus or other stock plan or arrangement described or incorporated by reference in the Disclosure Package and the Prospectus, (b) issue options to purchase its Common Stock, or Common Stock upon exercise of options, pursuant to any stock option, stock bonus or other stock plan or arrangement described or incorporated by reference in the Disclosure Package and the Prospectus, but only if such options are not exercisable by their terms during the period commencing on the date hereof and ending on the 90th day following the date of the Prospectus, as such period may be extended pursuant to this Section 3(A)(n), or (c) file a registration statement on Form S-8 with respect to the shares of Common Stock subject to the stock options issued or to be issued pursuant to any stock optionbonus, stock bonus purchase or other stock plan or arrangement described in the Prospectus. Notwithstanding , but only if the foregoingCompany does not permit the holders of such shares, if (x) options, or shares issued upon exercise of such options to sell, offer, dispose of or otherwise transfer any such shares or options during the last 17 period that is 30 days from the date of this Agreement (or 90 days with respect to persons or entities which have executed a lock-up agreement in the form attached as Exhibit C) without the prior written consent of BAS (which consent may be withheld at the sole discretion of the 90-day restricted period the Company issues an earnings release or material news or a material event relating BAS); provided, however, that stock options issued pursuant to the Company occurs, or (y) prior to the expiration one of the 90-day restricted period, the Company announces that it will release earnings results foregoing plans and which are issued during the 16-day period beginning on Restricted Period but are not exercisable during the last day of the 90-day periodRestricted Period, the restrictions imposed in shall not be subject to this clause shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material eventSection 3(m).

Agreement Not to Offer or Sell Additional Securities. During the period commencing on the date hereof and ending on the 90th day of 180 days following the date of the Prospectus, the Company will not, without the prior written consent of BAS, Piper and JPMorgan NationsBanc Xxxxxxxxxx (which consent may be withheld at the sole discretion of BAS, Piper and JPMorganNationsBanc Xxxxxxxxxx), directly or indirectly, sell, offer, contract or grant any option to sell, pledge, transfer or establish an open “"put equivalent position” " within the meaning of Rule 16a-1(h) under the Exchange Act, or otherwise dispose of or transfer, or announce the offering of, or file any registration statement under the Securities Act in respect of, any shares of Common Stock, options or warrants to acquire shares of the Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock or publicly announce the intention to do any of the foregoing (other than as contemplated by this Agreement with respect to the Common Shares); provided, however, that the Company may (a) issue shares of its Common Stock upon exercise of options or warrants, granted pursuant to any warrant, stock option, stock bonus or other stock plan or arrangement described or incorporated by reference in the Disclosure Package and the Prospectus, (b) issue options to purchase its Common Stock pursuant to any stock option, stock bonus or other stock plan or arrangement described or incorporated by reference in the Disclosure Package and the Prospectus, but only if such options are not exercisable by their terms during the period commencing on the date hereof and ending on the 90th day following the date of the Prospectus, as such period may be extended pursuant to this Section 3(A)(n)Stock, or (c) file a registration statement on Form S-8 with respect to the shares of Common Stock subject to the stock options issued or to be issued upon exercise of options, pursuant to any stock option, stock bonus or other stock plan or arrangement described in the Prospectus. Notwithstanding Prospectus and may issue shares of Common Stock in connection with the foregoingacquisition of additional companies in the energy and indoor environmental systems and services industry, but only if (x) the holders of such shares, options, or shares issued upon exercise of such options, agree in writing not to sell, offer, dispose of or otherwise transfer any such shares or options during such 180-day period without the last 17 days prior written consent of the 90-day restricted period the Company issues an earnings release or material news or a material event relating to the Company occursand provided, or (y) prior to the expiration of the 90-day restricted periodfurther, the Company announces that it will release earnings results not give its consent to any such sale, offer or disposition during the 16such 180-day period beginning on without the last day prior written consent of NationsBanc Xxxxxxxxxx (which consent may be withheld at the 90-day period, the restrictions imposed in this clause shall continue to apply until the expiration sole discretion of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material eventNationsBanc Xxxxxxxxxx).

Agreement Not to Offer or Sell Additional Securities. During the period commencing on the date hereof and ending on the 90th day following the date of the Prospectus, the Company will not, without the prior written consent of BAS, Piper and JPMorgan the Representatives (which consent may be withheld at the sole discretion of BAS, Piper and JPMorganthe Representatives ), directly or indirectly, sell, offer, contract or grant any option to sell, pledge, transfer or establish an open “put equivalent position” or liquidate or decrease a “call equivalent position” within the meaning of Rule 16a-1(h16a- 1(h) under the Exchange Act, or otherwise dispose of or transfertransfer (or enter into any transaction that is designed to, or might reasonably be expected to, result in the disposition of), or announce the offering of, or file any registration statement under the Securities Act in respect of, any shares of Common Stock, options or warrants to acquire shares of the Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock or publicly announce the intention to do any of the foregoing (other than as contemplated by this Agreement with respect to the Common Debentures and the underwriting agreement, dated June 4, 2009 between the Company and the underwriters named therein relating to the offering of Offered Shares); ) provided, however, that the Company may (a) issue shares of its Common Stock upon exercise of options or warrants, granted pursuant to any warrant, stock option, stock bonus or other stock plan or arrangement described or incorporated by reference in the Disclosure Package and the Prospectus, (b) issue options to purchase its Common Stock pursuant to any stock option, stock bonus or other stock plan or arrangement described or incorporated by reference in the Disclosure Package and the Prospectus, but only if such options are not exercisable by their terms during the period commencing on the date hereof and ending on the 90th day following the date of the Prospectus, as such period may be extended pursuant to this Section 3(A)(n)Stock, or (c) file a registration statement on Form S-8 with respect to the shares of Common Stock subject to the stock options issued or to be issued upon exercise of options, pursuant to any stock option, stock bonus or other stock plan or arrangement described in the Prospectus. Notwithstanding the foregoing, if (x) during the last 17 days of the 90-day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs, or (y) prior to the expiration of the 90-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 90-day period, the restrictions imposed in this clause shall continue to apply until the expiration of the 18-day period beginning on the date of the issuance of the earnings release or the occurrence of the material news or material event. The Company will provide the Representatives and any co-managers and each individual subject to the restricted period pursuant to the lockup letters described in Section 5(h) with prior notice of any such announcement that gives rise to an extension of the restricted period.

Agreement Not to Offer or Sell Additional Securities. During the For a period commencing on the date hereof and ending on the 90th day following of 90 days after the date of Prospectus (the Prospectus“Lock-up Period”), the Company will notnot (i) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise, without the prior written consent of BASthe Representative, Piper other than (A) the Offered Shares to be sold hereunder, (B) shares or options to purchase its Common Stock issued pursuant to any stock option plan, stock bonus, or other stock plan or arrangement approved by the Board of Directors of the Company and JPMorgan described in the Prospectus, (C) Common Stock upon the exercise of such options described in clause (B), but in the case of Lock-Up Participants only if the holders of such shares, options, or shares issued upon exercise of such options, agree in writing not to sell, offer, dispose of or otherwise transfer any such shares or options during the Lock-up Period without the prior written consent of JMP (which consent may be withheld at in its sole discretion) or (D) Common Stock upon the sole discretion conversion of BASthe Series A-1 Preferred Stock outstanding on the date hereof or the exercise of any warrants outstanding on the date hereof, Piper and JPMorgan), directly or indirectly, but in the case of Lock-Up Participants only if the holders of such shares agree in writing not to sell, offer, contract or grant any option to sell, pledge, transfer or establish an open “put equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act, or otherwise dispose of or transfer, otherwise transfer any such shares or announce the offering of, or file any registration statement under the Securities Act in respect of, any shares of Common Stock, options or warrants to acquire shares of the Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock or publicly announce the intention to do any of the foregoing (other than as contemplated by this Agreement with respect to the Common Shares); provided, however, that the Company may (a) issue shares of its Common Stock upon exercise of options or warrants, granted pursuant to any warrant, stock option, stock bonus or other stock plan or arrangement described or incorporated by reference in the Disclosure Package and the Prospectus, (b) issue options to purchase its Common Stock pursuant to any stock option, stock bonus or other stock plan or arrangement described or incorporated by reference in the Disclosure Package and the Prospectus, but only if such options are not exercisable by their terms during the period commencing on Lock-up Period without the date hereof and ending on the 90th day following the date prior written consent of the Prospectus, as such period JMP (which consent may be extended pursuant to this Section 3(A)(nwithheld in its sole discretion), or (c) file a registration statement on Form S-8 with respect to the shares of Common Stock subject to the stock options issued or to be issued pursuant to any stock option, stock bonus or other stock plan or arrangement described in the Prospectus. Notwithstanding the foregoing, if (x1) during the last 17 days of the 90-day restricted period period, the Company issues an earnings release or material news or a material event relating to the Company occurs, ; or (y2) prior to the expiration of the 90-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 90-day period, the restrictions imposed in by this clause Agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event.

Agreement Not to Offer or Sell Additional Securities. During the period commencing on the date hereof of this Agreement and ending on the 90th 365th day following the date of the Prospectusthereafter, the Company Company: (A) will notnot and will not permit any of its officers and directors, and will use commercially reasonable efforts to not permit any of its stockholders who are subject to the Amended and Restated Stockholders Agreement, dated as of January 12, 2006, as amended, without the prior written consent of BAS, Piper and JPMorgan the Representative (which consent may be withheld at the Representative’s sole discretion of BAS, Piper and JPMorgandiscretion), directly or indirectly, to sell, offer, contract or grant any option to sell, pledge, transfer or establish an open “put equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act, or otherwise dispose of or transfer, or announce the offering of, or file any registration statement under the Securities Act (except as contemplated by the Prospectus) in respect of, any shares of Common Stock, options or warrants to acquire shares of the Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock or publicly announce the intention to do any of the foregoing (other than as contemplated by this Agreement with respect to the Units and any shares of Common SharesStock (or options, warrants or convertible securities in respect thereof) issued in connection with a bona fide merger or acquisition transaction or strategic partnership approved by the Company’s Board of Directors (the “Board”)); provided, however, that the Company may (a) issue shares of its Common Stock or options to purchase shares of its Common Stock, or shares of Common Stock upon exercise of options or warrantsoptions, granted pursuant to any warrantin each case, stock option, stock bonus or other stock plan or arrangement described or incorporated by reference in the Disclosure Package and the Prospectus, (b) issue options to purchase its Common Stock pursuant to any stock option, stock bonus or other stock plan plan, arrangement or arrangement contractual obligation that has been approved by the Board and ratified by the Company’s stockholders; and (B) will not issue any shares of its Common Stock or grant options to purchase shares of its Common Stock or other stock-based awards pursuant to its 2005 Stock Incentive Plan (other than issuances of Common Stock upon exercise of options outstanding as of September 30, 2007 as described or incorporated by reference in the Disclosure Package and the Prospectus, but only if such options are as the case may be). In addition, the Company will not exercisable by their terms engage Mirus Capital Advisors, Inc. to provide any financial advisory or other services to the Company during the ninety (90) day period commencing on the date hereof and ending on the 90th day immediately following the date of on which the Prospectus, as such period may be extended pursuant to this Section 3(A)(n), or (c) file a registration statement on Form S-8 with respect to the shares of Common Stock subject to the stock options issued or to be issued pursuant to any stock option, stock bonus or other stock plan or arrangement described in the Prospectus. Notwithstanding the foregoing, if (x) during the last 17 days of the 90-day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs, or (y) prior to the expiration of the 90-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 90-day period, the restrictions imposed in this clause shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material eventRegistration Statement is declared effective.

Agreement Not to Offer or Sell Additional Securities. During the period commencing on the date hereof and ending on the 90th day following the date of the Prospectus, the Company will not, without the prior written consent of BAS, Piper and JPMorgan the Underwriter (which consent may be withheld at the sole discretion of BAS, Piper and JPMorganthe Underwriter), directly or indirectly, sell, offer, contract or grant any option to sell, pledge, transfer or establish an open “put equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act, or otherwise dispose of or transfer, or announce the offering of, or file any registration statement under the Securities Act in respect of, any shares of Common Stock, options or warrants to acquire shares of the Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock or publicly announce the intention to do any of the foregoing (other than as contemplated by this Agreement with respect to the Common Shares); provided, however, that the Company may (a) issue shares of its Common Stock upon exercise of options or warrants, granted pursuant to any warrant, stock option, stock bonus or other stock plan or arrangement described or incorporated by reference in the Disclosure Package and the Prospectus, (b) issue options to purchase its Common Stock pursuant to any stock option, stock bonus or other stock plan or arrangement described or incorporated by reference in the Disclosure Package and the Prospectus, but only if such options are not exercisable by their terms during the period commencing on the date hereof and ending on the 90th day following the date of the Prospectus, as such period may be extended pursuant to this Section 3(A)(n)Stock, or (c) file a registration statement on Form S-8 with respect to the shares of Common Stock subject to the stock options issued or to be issued upon exercise of options, pursuant to any stock option, stock bonus or other stock plan or arrangement described in the Prospectus. Notwithstanding the foregoing, if (x) during the last 17 days of the 90-day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs, or (y) prior to the expiration of the 90-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 90-day period, the restrictions imposed in this clause shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. The Company will provide the Underwriter and each individual subject to the restricted period pursuant to the lockup letters described in Section 5(l) with prior notice of any such announcement that gives rise to an extension of the restricted period.

Agreement Not to Offer or Sell Additional Securities. During a period of ninety (90) days from the period commencing date set forth on the date hereof and ending on the 90th day following the date cover page of the ProspectusProspectus (the “Initial Lockup-Period”), the Company will not, without the prior written consent of BAS, Piper and JPMorgan (which consent may be withheld at the sole discretion of BAS, Piper and JPMorgan)Representative, directly or indirectly: (i) offer, sell, offer, contract or grant any option to sell, pledge, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or establish an open “put equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act, or otherwise dispose of any share of Common Stock or transfer, any securities convertible into or announce the offering of, exercisable or exchangeable for Common Stock or file any registration statement under the Securities Act with respect to any of the foregoing; or (ii) enter into any swap, hedge or any other arrangement that transfers, in respect ofwhole or in part, any shares directly or indirectly, the economic consequences of ownership of the Common Stock, options whether any such swap or warrants transaction described in clauses (i) or (ii) above is to acquire shares of the Common Stock or securities exchangeable or exercisable for or convertible into shares be settled by delivery of Common Stock or publicly announce the intention to do any such other securities, in cash or otherwise, except (A) grants of the foregoing (other than as contemplated by this Agreement with respect employee or director stock options or issuances of restricted Common Stock pursuant to the terms of an equity compensation plan in effect on the date hereof, (B) issuances of Common Shares)Stock pursuant to the exercise of employee or director stock options outstanding on the date hereof or (C) the filing of a registration statement on Form S-8 under the Securities Act registering the Common Stock issuable pursuant to clauses (A) and (B) above; provided, however, that the Company may (a) issue shares of its Common Stock upon exercise of options or warrants, granted pursuant to any warrant, stock option, stock bonus or other stock plan or arrangement described or incorporated by reference in the Disclosure Package and the Prospectus, (b) issue options to purchase its Common Stock pursuant to any stock option, stock bonus or other stock plan or arrangement described or incorporated by reference in the Disclosure Package and the Prospectus, but only if such options are not exercisable by their terms during the period commencing on the date hereof and ending on the 90th day following the date of the Prospectus, as such period may be extended pursuant to this Section 3(A)(n), or (c) file a registration statement on Form S-8 with respect to the shares of Common Stock subject to the stock options issued or to be issued pursuant to any stock option, stock bonus or other stock plan or arrangement described in the Prospectus. Notwithstanding the foregoing, if (x1) during the last 17 days of the 90Initial Lock-day restricted period up Period, the Company issues an releases earnings release results or publicly announces material news or a material event relating to the Company occurs, or (y2) prior to the expiration of the 90Initial Lock-day restricted periodup Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 90Initial Lock-day periodup Period, then in each case the restrictions imposed in this clause shall continue to apply Initial Lock-up Period will be extended until the expiration of the 18-day period beginning on the issuance date of release of the earnings release results or the occurrence public announcement of the other material news or material event, as applicable, unless the Representative waives in writing such extension (the Initial Lock-up Period, as extended, the “Lock-up Period”). The Company has obtained agreements substantially in the form of Exhibit C hereto from each of the persons listed on Exhibit D hereto.

Agreement Not to Offer or Sell Additional Securities. During the period commencing on the date hereof and ending on the 90th day following the date of the Prospectus, the Company Such Selling Shareholder will not, without the prior written consent of BAS, Piper and JPMorgan the Representative (which consent may be withheld at the in its sole discretion of BAS, Piper and JPMorgandiscretion), directly or indirectly, sell, offer, contract or grant any option to sellsell (including without limitation any short sale), pledge, transfer or transfer, establish an open “put equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act, or otherwise dispose of or transfer, or announce the offering of, or file transfer any registration statement under the Securities Act in respect of, any shares of Common StockShares, options or warrants to acquire shares of the Common Stock Shares, or securities exchangeable or exercisable for or convertible into shares Common Shares currently or hereafter owned either of Common Stock record or beneficially (as defined in Rule 13d-3 under Securities Exchange Act of 1934, as amended) by the undersigned, or publicly announce the undersigned’s intention to do any of the foregoing (other than as contemplated by this Agreement with respect to the Common Shares); providedforegoing, however, that the Company may (a) issue shares of its Common Stock upon exercise of options or warrants, granted pursuant to any warrant, stock option, stock bonus or other stock plan or arrangement described or incorporated by reference in the Disclosure Package and the Prospectus, (b) issue options to purchase its Common Stock pursuant to any stock option, stock bonus or other stock plan or arrangement described or incorporated by reference in the Disclosure Package and the Prospectus, but only if such options are not exercisable by their terms during the for a period commencing on the date hereof and ending continuing through the close of trading on the 90th day following date 90 days after the date of the Prospectus, other than as such period may be extended expressly provided pursuant to this Section 3(A)(n), or (c) file a registration statement on Form S-8 with respect to the shares of Common Stock subject to the stock options issued or to be issued pursuant to any stock option, stock bonus or other stock plan or arrangement described in the Prospectus. lock-up agreement attached hereto as Exhibit D. Notwithstanding the foregoing, if (x) during the last 17 days of the 90-day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs, or (y) prior to the expiration of the 90-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 90-day period, the restrictions imposed in this clause herein shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event.

Agreement Not to Offer or Sell Additional Securities. During the period commencing on the date hereof and ending on the 90th day following the date of the Prospectus, the Company will notnot (i) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of Common Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise, without the prior written consent of BASthe Representatives, Piper and JPMorgan other than (which consent may be withheld at the sole discretion of BAS, Piper and JPMorgan), directly or indirectly, sell, offer, contract or grant any option to sell, pledge, transfer or establish an open “put equivalent position” within the meaning of Rule 16a-1(hA) under the Exchange Act, or otherwise dispose of or transfer, or announce the offering of, or file any registration statement under the Securities Act in respect ofto be sold hereunder, (B) any shares of Common Stock, options or warrants to acquire shares Stock of the Common Stock Company issued upon (x) conversion of convertible debt securities of the Company outstanding on the date hereof or securities exchangeable or exercisable (y) the exercise of options granted under existing employee stock option plans and (C) options for or convertible into the purchase of shares of Common Stock or publicly announce the intention to do any of the foregoing (other than as contemplated by this Agreement with respect to the Common Shares); provided, however, that the Company may (a) issue shares of its Common Stock upon exercise of options or warrants, granted pursuant to any warrant, stock option, stock bonus or other stock plan or arrangement described or incorporated by reference in the Disclosure Package and the Prospectus, (b) issue options to purchase its Common Stock pursuant to any stock option, stock bonus or other stock plan or arrangement described or incorporated by reference in the Disclosure Package and the Prospectus, but only if such options are not exercisable by their terms during the period commencing on the date hereof and ending on the 90th day following the date of the Prospectus, as such period may be extended pursuant to this Section 3(A)(n), or (c) file a registration statement on Form S-8 with respect to the shares of Common Stock subject to the stock options issued or to be issued pursuant to any existing stock option, stock bonus or other stock plan or arrangement described in the Prospectusbased compensation plans. Notwithstanding the foregoing, if (x1) during the last 17 days of the 90-day restricted period period, the Company issues an earnings release or material news or a material event relating to the Company occurs, ; or (y2) prior to the expiration of the 90-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 90-day period, the restrictions imposed in by this clause Agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. The Company will provide the Representatives and any co-managers and each individual subject to the restricted period pursuant to the lockup letters described in Section 5(i) with prior notice of any such announcement that gives rise to an extension of the restricted period.

Agreement Not to Offer or Sell Additional Securities. During the period commencing on the date hereof and ending on the 90th 180th day following the date of the Prospectus, (the “Lock-up Period”) the Company will not, without the prior written consent of BAS, Piper and JPMorgan the Representatives (which consent may be withheld at the sole discretion of BAS, Piper and JPMorganthe Representatives), directly or indirectly, sell, offeroffer to sell, contract or grant any option to sell, pledge, hypothecate, grant any option to purchase, transfer or otherwise dispose of, grant any rights with respect to, or file a registration statement with the Commission in respect of, or establish an open “or increase a put equivalent position” position or liquidate or decrease a call equivalent position within the meaning of Rule 16a-1(h) under Section 16 of the Exchange Act, or otherwise dispose be the subject of any hedging, short sale, derivative or transferother transaction that is designed to, or announce the offering ofreasonably expected to lead to, or file any registration statement under result in, the Securities Act in respect effective economic disposition of, any shares of Common Stock, options or warrants to acquire shares of the Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock Stock, or publicly announce the an intention to do any of the foregoing (other than as contemplated by this Agreement with respect to the Common Offered Shares)) or publicly announce the Company’s intention to do any of the foregoing; provided, however, that the Company may (a) issue shares of its Common Stock upon exercise of or options or warrants, granted pursuant to any warrant, stock option, stock bonus or other stock plan or arrangement described or incorporated by reference in the Disclosure Package and the Prospectus, (b) issue options awards to purchase its Common Stock, or Common Stock upon the exercise of options, warrants or convertible securities, pursuant to any stock option, stock bonus or other stock incentive plan or other arrangement described or incorporated by reference in the Disclosure Package and the Prospectus, but only if the holders of such shares, options are or other awards, or shares issued upon exercise of such options, warrants or convertible securities agree in writing not exercisable by their terms to sell, offer, dispose of or otherwise transfer any such shares, options or warrants during such Lock-up Period without the period commencing on the date hereof and ending on the 90th day following the date prior written consent of the Prospectus, as such period Representatives (which consent may be extended pursuant to this Section 3(A)(nwithheld at the sole discretion of the Representatives), or (c) file a registration statement on Form S-8 with respect to the shares of Common Stock subject to the stock options issued or to be issued pursuant to any stock option, stock bonus or other stock plan or arrangement described in the Prospectus. Notwithstanding the foregoing, if (xa) during the period that begins on the date that is 15 calendar days plus three business days before the last 17 days day of the 90Lock-up Period and ends on the last day restricted period of the Lock-up Period, the Company issues an earnings release or material news or a material event relating to the Company occurs, ; or (yb) prior to the expiration of the 90Lock-day restricted periodup Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 90Lock-day periodup Period, then the restrictions imposed in this clause shall continue to apply until the expiration of the 18-day period beginning date that is 15 calendar days plus three business days after the date on which the issuance of the earnings release or the occurrence of the material news or material eventevent occurs, unless the Representatives waive such extension. The Company will provide the Representatives and each individual subject to the 180-day restricted period pursuant to the lock-up agreements described in Section 3(B)(a) with prior notice of any such announcement that gives rise to an extension of the Lock-Up Period or such180-day restricted period.

Agreement Not to Offer or Sell Additional Securities. During the period commencing on the date hereof and ending on the 90th day following the date of the Prospectus, the Company Such Selling Stockholder will not, without the prior written consent of BAS, Piper and JPMorgan the Underwriter (which consent may be withheld at the sole discretion of BAS, Piper and JPMorganthe Underwriter), directly or indirectly, sell, offer, contract or grant any option to sellsell (including without limitation any short sale), pledge, transfer or transfer, establish an open “put equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act, or otherwise dispose of or transfer, or announce the offering of, or file any registration statement under the Securities Act in respect of, any shares of Common Stock, options or warrants to acquire shares of the Common Stock Stock, or securities exchangeable or exercisable for or convertible into shares of Common Stock currently or hereafter owned either of record or beneficially (as defined in Rule 13d-3 under the Exchange Act) by such Selling Stockholder, or publicly announce the such Selling Stockholder’s intention to do any of the foregoing (other than as contemplated by this Agreement with respect to the Common Shares); providedforegoing, however, that the Company may (a) issue shares of its Common Stock upon exercise of options or warrants, granted pursuant to any warrant, stock option, stock bonus or other stock plan or arrangement described or incorporated by reference in the Disclosure Package and the Prospectus, (b) issue options to purchase its Common Stock pursuant to any stock option, stock bonus or other stock plan or arrangement described or incorporated by reference in the Disclosure Package and the Prospectus, but only if such options are not exercisable by their terms during the for a period commencing on the date hereof and ending continuing through the close of trading on the 90th day following date 90 days after the date of the Prospectus, as such period may be extended pursuant to this Section 3(A)(n), or (c) file a registration statement on Form S-8 with respect to the shares of Common Stock subject to the stock options issued or to be issued pursuant to any stock option, stock bonus or other stock plan or arrangement described in the Prospectus. Notwithstanding the foregoing, if (x) during the last 17 days of the 90-day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs, or (y) prior to the expiration of the 90-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 90-day period, the restrictions imposed in this clause shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event.

Agreement Not to Offer or Sell Additional Securities. During the For a period commencing on the date hereof and ending on the 90th day following of 60 days after the date of the ProspectusProspectus (the “Lock-up Period”), the Company will notnot (i) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise, without the prior written consent of BASthe Underwriter, Piper and JPMorgan (which consent may be withheld at the sole discretion of BAS, Piper and JPMorgan), directly or indirectly, sell, offer, contract or grant any option to sell, pledge, transfer or establish an open “put equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act, or otherwise dispose of or transfer, or announce the offering of, or file any registration statement under the Securities Act in respect of, any shares of Common Stock, options or warrants to acquire shares of the Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock or publicly announce the intention to do any of the foregoing (other than as contemplated by this Agreement with respect (A) the Offered Shares and Warrants to the Common Shares); provided, however, that the Company may (a) issue shares of its Common Stock upon exercise of options or warrants, granted pursuant to any warrant, stock option, stock bonus or other stock plan or arrangement described or incorporated by reference in the Disclosure Package and the Prospectusbe sold hereunder, (bB) issue options to purchase its Common Stock pursuant to any stock optionoption plan, stock bonus bonus, or other stock plan or arrangement described or incorporated approved by reference in the Disclosure Package and the Prospectus, but only if such options are not exercisable by their terms during the period commencing on the date hereof and ending on the 90th day following the date Board of Directors of the Prospectus, as such period may be extended pursuant to this Section 3(A)(n), or (c) file a registration statement on Form S-8 with respect to the shares of Common Stock subject to the stock options issued or to be issued pursuant to any stock option, stock bonus or other stock plan or arrangement Company and described in the Prospectus, (C) Common Stock upon the exercise of such options described in clause (B), and (D) Common Stock upon the exercise of the Warrants. Notwithstanding the foregoing, if (x1) during the last 17 days of the 9060-day restricted period period, the Company issues an earnings release or material news or a material event relating to the Company occurs, ; or (y2) prior to the expiration of the 9060-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 9060-day period, the restrictions imposed in by this clause Agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event.

Agreement Not to Offer or Sell Additional Securities. During the period commencing on the date hereof and ending on the 90th day following the date of the Final Prospectus, the Company will not, without the prior written consent of BAS, Piper and JPMorgan the Underwriter (which consent may be withheld at the sole discretion of BAS, Piper and JPMorganthe Underwriter), directly or indirectly, sell, offer, contract or grant any option to sell, pledge, transfer or establish an open “put equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act, or otherwise dispose of or transfer, or announce the offering of, or file any registration statement under the Securities Act in respect of, any shares of Common Stock, options or warrants to acquire shares of the Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock or publicly announce the intention to do any of the foregoing (other than as contemplated by this Agreement with respect to the Common Shares)Stock; provided, however, that the Company may (ai) issue shares of its Common Stock or options to purchase its Common Stock, or Common Stock upon exercise of options, pursuant to any Stock Plan or arrangement described in the Final Prospectus or the Company’s Proxy Statement on Schedule 14A filed with the Commission on March 5, 2004 or with respect to which registration statements on Form S-8 have been filed by the Company with the Commission and have been declared effective on or prior to the date of this Agreement; (ii) issue shares of its Common Stock upon exercise conversion of options or warrants, granted the Notes pursuant to any warrant, stock option, stock bonus or other stock plan or arrangement described or incorporated by reference in the Disclosure Package terms of such Notes; and the Prospectus, (b) issue options to purchase its Common Stock pursuant to any stock option, stock bonus or other stock plan or arrangement described or incorporated by reference in the Disclosure Package and the Prospectus, but only if such options are not exercisable by their terms during the period commencing on the date hereof and ending on the 90th day following the date of the Prospectus, as such period may be extended pursuant to this Section 3(A)(n), or (ciii) file a registration statement on Form S-8 with respect under the Securities Act or an amendment to a registration statement under the Securities Act, in each case in relation to the Notes or the shares of Common Stock subject to into which the stock options issued or to be issued pursuant to any stock option, stock bonus or other stock plan or arrangement described in the ProspectusNotes are convertible. Notwithstanding the foregoing, if (x) during the last 17 days of the 90-day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs, ; or (y) prior to the expiration of the 90-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 90-day period, ; the restrictions imposed in this clause (m) shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event; provided however, that this sentence shall not apply if the research published or distributed on the Company is compliant under Rule 139 of the Securities Act and the Company’s securities are actively traded as defined in Rule 101(c)(1) of Regulation M of the Exchange Act.

Agreement Not to Offer or Sell Additional Securities. During the period commencing on the date hereof and ending on the 90th day following the date of the Prospectus, the Company will not, without the prior written consent of BAS, Piper Banc of America Securities LLC and JPMorgan Deutsche Bank Securities Inc. (which consent may be withheld at the their sole discretion of BAS, Piper and JPMorgandiscretion), directly or indirectly, sell, offer, contract or grant any option to sell, pledge, transfer or establish an open “put equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act, or otherwise dispose of or transfer, or announce the offering of, or file any registration statement under the Securities Act in respect of, any shares of Common Stock, options or warrants to acquire shares of the Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock or publicly announce the intention to do any of the foregoing (other than as contemplated by this Agreement with respect to the Common Shares); provided, however, that the Company may (a) issue shares of its Common Stock upon exercise of options or warrants, granted pursuant to any warrant, stock option, stock bonus or other stock plan or arrangement described or incorporated by reference in the Disclosure Package and the Prospectus, (b) issue options to purchase its Common Stock pursuant to any stock option, stock bonus or other stock plan or arrangement described or incorporated by reference in the Disclosure Package and the Prospectus, but only if such options are not exercisable by their terms during the period commencing on the date hereof and ending on the 90th day following the date of the Prospectus, as such period may be extended pursuant to this Section 3(A)(n)Stock, or (c) file a registration statement on Form S-8 with respect to the shares of Common Stock subject to the stock options issued or to be issued upon exercise of options, pursuant to any stock option, stock bonus or other stock plan or arrangement described in the Prospectus. Notwithstanding If any of the foregoingRepresentatives have recently initiated coverage of the Company or initiate coverage after the date hereof, if the 90-day restricted period described above is subject to extension such that, in the event that either (x1) during the last 17 days of the 90-day restricted period period, the Company issues an earnings release or material news or a material event relating to the Company occurs, occurs or (y2) prior to the expiration of the 90-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 90-day period, the “lock-up” restrictions imposed in this clause shall described above will continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event.

Agreement Not to Offer or Sell Additional Securities. During the period commencing on the date hereof and ending on the 90th day following the date of the Prospectusthis Agreement, the Company will not, without the prior written consent of BAS, Piper and JPMorgan the Representatives (which consent may be withheld at the sole discretion of BAS, Piper and JPMorganthe Representatives), directly or indirectly, sell, offer, contract or grant any option to sell, pledge, transfer or establish an open “put equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act, or otherwise dispose of or transfer, or announce the offering of, or file any registration statement under the Securities Act in respect of, any shares of Common Stock, options or warrants to acquire shares of the Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock or publicly announce the intention to do any of the foregoing (other than as contemplated by this Agreement with respect to the Common Shares)Stock; provided, however, that the Company may may: (a1) issue shares of its Common Stock upon the exercise of options options, warrants or warrants, granted pursuant to any warrant, stock option, stock bonus or other stock plan or arrangement similar securities outstanding as of the date hereof and described or incorporated by reference in the Disclosure Package and Time of Sale Prospectus or upon the Prospectus, conversion of securities outstanding as of the date hereof; (b2) issue grant options to purchase shares of its Common Stock pursuant to any stock option, stock bonus or other stock plan or arrangement its benefit plans described or incorporated by reference in the Disclosure Package and the Time of Sale Prospectus, but only if provided that (i) such options are do not exercisable vest, in whole or in part, during such 90-day period or (ii) the recipients of such grant agrees to be bound by their terms during the period commencing on the date hereof and ending on the 90th day following the date of the Prospectus, as such period may be extended pursuant to restrictions described in this Section 3(A)(n3(k); or (3) offer, sell, contract to sell or (c) file a registration statement on Form S-8 with respect to the issue shares of Common Stock subject in connection with the acquisition of, or merger with, another company, provided that, in each case described in clauses (1) through (3) above, it shall be a pre-condition to any such issuance, grant, sale, offer, transfer or other disposition that the holder of such shares, options, or shares issued upon exercise of such options or warrants, agree in writing to be bound by the terms of a lock-up agreement to the stock options issued same extent as if such holder were a party hereto (and that the execution and delivery by such holder of a lock-up agreement substantially in the form attached hereto as Exhibit D shall satisfy such condition) and no filing by any party (donor, donee, transferor or transferee) under Section 16(a) of the Exchange Act shall be required or shall be voluntarily made in connection with such transfer or distribution (other than a filing on a Form 5 made after the expiration of the 90-day period referred to be issued above. The foregoing restrictions shall not apply to (i) the Common Shares being offered and sold pursuant to the terms of this Agreement or (ii) transactions by any stock option, stock bonus or person other stock plan or arrangement described than the Company relating to shares of Common Stock acquired in open market transactions after the Prospectuscompletion of the offering of the Common Shares contemplated by this Agreement. Notwithstanding the foregoing, if (x) during the last 17 days of the 90-day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs, ; or (y) prior to the expiration of the 90-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 90-day period, ; the restrictions imposed in this clause (j) shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event; provided however, that this sentence shall not apply if the research published or distributed on the Company is compliant under Rule 139 of the Securities Act and the Company’s securities are actively traded as defined in Rule 101(c)(1) of Regulation M of the Exchange Act.

Agreement Not to Offer or Sell Additional Securities. During the period commencing on the date hereof and ending on the 90th day following the date of the ProspectusProspectus (the "Restricted Period"), the Company will not, without the prior written consent of BAS, Piper and JPMorgan BAS (which consent may be withheld at the sole discretion of BAS, Piper and JPMorgan), directly or indirectly, sell, offer, contract or grant any option to sell, pledge, transfer or establish an open “"put equivalent position” " within the meaning of Rule 16a-1(h) under the Exchange Act, or otherwise dispose of or transfer, or announce the offering of, or file any registration statement under the Securities Act in respect of, any shares of Common Stock, options or warrants to acquire shares of the Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock or publicly announce the intention to do any of the foregoing (other than as contemplated by this Agreement with respect to the Common Shares); provided, however, that the Company may (a) issue shares of its Common Stock upon exercise of options or warrants, granted pursuant to any warrant, stock option, stock bonus or other stock plan or arrangement described or incorporated by reference in the Disclosure Package and the Prospectus, (b) issue options to purchase its Common Stock, or Common Stock upon exercise of options, pursuant to any stock option, stock bonus or other stock plan or arrangement described or incorporated by reference in the Disclosure Package and the Prospectus, but only if such options are not exercisable by their terms during the period commencing on the date hereof and ending on the 90th day following the date of the Prospectus, as such period may be extended pursuant to this Section 3(A)(n), or (c) file a registration statement on Form S-8 with respect to the shares of Common Stock subject to the stock options issued or to be issued pursuant to any stock optionbonus, stock bonus purchase or other stock plan or arrangement described in the Prospectus. Notwithstanding , but only if the foregoingholders of such shares, if (x) options, or shares issued upon exercise of such options, agree in writing not to sell, offer, dispose of or otherwise transfer any such shares or options during the last 17 period that is 30 days from the date of this Agreement (or 90 days with respect to persons or entities which have executed a lock-up agreement in the form attached as Exhibit C) without the prior written consent of BAS (which consent may be withheld at the sole discretion of the 90-day restricted period the Company issues an earnings release or material news or a material event relating BAS); provided, however, that stock options issued pursuant to the Company occurs, or (y) prior to the expiration one of the 90-day restricted period, the Company announces that it will release earnings results foregoing plans and which are issued during the 16-day period beginning on Restricted Period but are not exercisable during the last day of the 90-day periodRestricted Period, the restrictions imposed in shall not be subject to this clause shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material eventSection 3(m).

Agreement Not to Offer or Sell Additional Securities. During the a period commencing on the date hereof and ending on the 90th day following of three hundred sixty (360) days from the date of the ProspectusProspectus (the “Initial Lockup-Period”), the Company will not, without the prior written consent of BAS, Piper and JPMorgan (which consent may be withheld at the sole discretion of BAS, Piper and JPMorgan)Representatives, directly or indirectly, (i) offer, pledge, sell, offer, contract or grant any option to sell, pledgesell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or establish an open “put equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act, or otherwise dispose of any share of Common Stock or transfer, any securities convertible into or announce the offering of, exercisable or exchangeable for Common Stock or file any registration statement under the Securities Act with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in respect ofwhole or in part, any shares directly or indirectly, the economic consequence of ownership of the Common Stock, options whether any such swap or warrants transaction described in clauses (i) or (ii) above is to acquire shares of the Common Stock or securities exchangeable or exercisable for or convertible into shares be settled by delivery of Common Stock or publicly announce the intention to do any of the foregoing (such other than as contemplated by this Agreement with respect to the Common Shares)securities, in cash or otherwise; provided, however, that the Company may (a) issue shares of its Common Stock upon exercise of options or warrants, granted pursuant to any warrant, stock option, stock bonus or other stock plan or arrangement described or incorporated by reference in the Disclosure Package and the Prospectus, (b) issue options to purchase its Common Stock pursuant to any stock option, stock bonus or other stock plan or arrangement described or incorporated by reference in the Disclosure Package and the Prospectus, but only if such options are not exercisable by their terms during the period commencing on the date hereof and ending on the 90th day following the date of the Prospectus, as such period may be extended pursuant to this Section 3(A)(n), or (c) file a registration statement on Form S-8 with respect to the shares of Common Stock subject to the stock options issued or to be issued pursuant to any stock option, stock bonus or other stock plan or arrangement described in the Prospectus. Notwithstanding the foregoing, if (xA) during the last 17 days of the 90Initial Lock-day restricted period up Period, the Company issues an releases earnings release results or material news or a material event relating to the Company occurs, occurs or (yB) prior to the expiration of the 90Initial Lock-day restricted periodup Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 90Initial Lock-day periodup Period, then in each case the restrictions imposed in this clause shall continue to apply Initial Lock-up Period will be extended until the expiration of the 18-day period beginning on the issuance date of release of the earnings release results or the occurrence of the material news or material event, as applicable, unless the Representatives waive in writing such extension; provided, further, however, that in no event shall any such extension be beyond the 32nd day following the expiration of the Initial Lock-up Period (the Initial Lock-up Period, as extended, the “Lock-up Period”). The foregoing sentence shall not apply to (i) the Shares to be sold hereunder, (ii) any shares of Common Stock issued by the Company upon the exercise of an option outstanding on the date hereof and referred to in the Prospectus or (iii) any options to purchase Common Stock granted pursuant to existing stock option or incentive plans of the Company referred to in the Prospectus. The Company has obtained the agreement: (i) of each officer named in the Prospectus, each director continuing in office and each member of the Company’s advisory board, on such officer’s, director’s or advisory board member’s own behalf, not to engage in any of the transactions set forth in the preceding sentence during the Lock-Up Period; (ii) of MxXxxxxx not to engage in any of the transactions set forth in the preceding sentence during the Lock-up Period; provided, however, that MxXxxxxx may sell in each of the three-month periods following the expiration of the 180th day after the date of the Prospectus not greater than (A) two percent of the aggregate amount of shares of Common Stock outstanding or (B) twice the average weekly reported trading volume of the Company’s Common Stock on the Nasdaq National Market during the four calendar weeks preceding any sale; (iii) of each director not continuing in office not to engage in any of the transactions set forth in the preceding sentence during a period of one hundred eighty (180) days from the date of the Prospectus, subject to extension in the manner described in the preceding sentence. The Company agrees not to waive any agreement obtained pursuant to this subsection (j).

Agreement Not to Offer or Sell Additional Securities. During the period commencing on the date hereof and ending on the 90th 180th day following the date of the Prospectus, the Company will not, without the prior written consent of BAS, Piper and JPMorgan BAS (which consent may be withheld at the sole discretion of BAS, Piper and JPMorgan), directly or indirectly, sell, offer, contract or grant any option to sell, pledge, transfer or establish an open “put equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act, or otherwise dispose of or transfer, or announce the offering of, or file any registration statement (provided, however, the Company may file a Form S-8 registration statement under the Securities Act to register shares of Common Stock issuable under any stock option, stock bonus or other stock plan or arrangement described in the Prospectus) under the Securities Act in respect of, any shares of Common Stock, options or warrants to acquire shares of the Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock or publicly announce the intention to do any of the foregoing (other than as contemplated by this Agreement with respect to the Common Shares); provided, however, that the Company may (a) issue shares of its Common Stock upon exercise of options or warrants, granted pursuant to any warrant, stock option, stock bonus or other stock plan or arrangement described or incorporated by reference in the Disclosure Package and the Prospectus, (b) issue options to purchase its Common Stock pursuant to any stock option, stock bonus or other stock plan or arrangement described or incorporated by reference in the Disclosure Package and the Prospectus, but only if such options are not exercisable by their terms during the period commencing on the date hereof and ending on the 90th day following the date of the Prospectus, as such period may be extended pursuant to this Section 3(A)(n)Stock, or (c) file a registration statement on Form S-8 with respect to the shares of Common Stock subject to the stock options issued or to be issued upon exercise of options, pursuant to any stock option, stock bonus or other stock plan or arrangement described in the Prospectus, but only if (a) the shares of Common Stock are to be issued upon exercise of stock options that are exempt from the lock-up provisions pursuant to Section 5(m), (b) the holders of such shares, options, or shares issued upon exercise of such options, agree in writing not to sell, offer, dispose of or otherwise transfer any such shares or options during such 180-day period without the prior written consent of BAS (which consent may be withheld at the sole discretion of BAS), or (c) any such options granted do not vest during such 180-day period. Notwithstanding the foregoing, if (x) during the last 17 days of the 90180-day restricted period the Company issues an earnings release or material news or a material event relating to the Company occursrelease, or (y) prior to the expiration of the 90180-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 90180-day period, the restrictions imposed in this clause shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release release; provided however, that this sentence shall not apply if any research published or distributed by any Underwriter on the occurrence Company would be compliant under Rule 139 of the material news or material eventSecurities Act and the Company’s securities are actively traded as defined in Rule 101(c)(1) of Regulation M of the Exchange Act.

Agreement Not to Offer or Sell Additional Securities. During the period commencing on the date hereof and ending on the 90th day following the date of the Prospectus, the Company will not, without the prior written consent of BAS, Piper and JPMorgan the Representatives (which consent may be withheld at the sole discretion of BAS, Piper and JPMorganthe Representatives), directly or indirectly, sell, offer, contract or grant any option to sell, pledge, transfer or establish an open “put equivalent position” or liquidate or decrease a “call equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act, or otherwise dispose of or transfertransfer (or enter into any transaction that is designed to, or might reasonably be expected to, result in the disposition of), or announce the offering of, or file any registration statement under the Securities Act in respect of, any shares of Common Stock, options or warrants to acquire shares of the Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock or publicly announce the intention to do any of the foregoing (other than as contemplated by this Agreement with respect to the Common SharesNotes); provided, however, that these restrictions shall not apply to any action or transaction under any employee benefit plan of the Company may (a) issue shares of its Common Stock upon exercise of options or warrants, granted pursuant to any warrant, stock option, stock bonus or other stock plan or arrangement described or incorporated by reference existing and as in the Disclosure Package and the Prospectus, (b) issue options to purchase its Common Stock pursuant to any stock option, stock bonus or other stock plan or arrangement described or incorporated by reference in the Disclosure Package and the Prospectus, but only if such options are not exercisable by their terms during the period commencing effect on the date hereof and ending on the 90th day following the date of the Prospectus, as such period may be extended pursuant to this Section 3(A)(n), or (c) file a registration statement on Form S-8 with respect to the shares of Common Stock subject to the stock options issued or to be issued pursuant to any stock option, stock bonus or other stock plan or arrangement described in the Prospectushereof. Notwithstanding the foregoing, if (x) during the last 17 days of the 90-day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs, or (y) prior to the expiration of the 90-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 90-day period, the restrictions imposed in this clause shall continue to apply until the expiration of the 18-day period beginning on the date of the issuance of the earnings release or the occurrence of the material news or material event. The Company will provide the Representatives and any co-managers and each individual subject to the restricted period pursuant to the lockup letters described in Section 5(h) with prior notice of any such announcement that gives rise to an extension of the restricted period.

Agreement Not to Offer or Sell Additional Securities. During the period commencing on the date hereof and ending on the 90th day following the date of the Prospectus, the Company will not, without the prior written consent of BAS, Piper and JPMorgan the Representatives (which consent may be withheld at the sole discretion of BAS, Piper and JPMorganthe Representatives), directly or indirectly, sell, offer, contract or grant any option to sell, pledge, transfer or establish an open “put equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act, or otherwise dispose of or transfer, or announce the offering of, or file any registration statement under the Securities Act in respect of, any shares of Common Stock, options or warrants to acquire shares of the Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock or publicly announce the intention to do any of the foregoing (other than as contemplated by this Agreement with respect to the Common Shares); provided, however, that the Company may (ax) issue shares of its Common Stock upon the exercise of options or warrants, granted pursuant to any warrant, stock option, stock bonus or other stock plan or arrangement warrants by certain Selling Stockholders as described or incorporated by reference in the Disclosure Package Prospectus and the Prospectus, (by) issue shares of its Common Stock or options to purchase its Common Stock pursuant to any stock option, stock bonus or other stock plan or arrangement described or incorporated by reference in the Disclosure Package and the Prospectus, but only if such options are not exercisable by their terms during the period commencing on the date hereof and ending on the 90th day following the date of the Prospectus, as such period may be extended pursuant to this Section 3(A)(n)Stock, or (c) file a registration statement on Form S-8 with respect to the shares of Common Stock subject to the stock options issued or to be issued upon exercise of options, pursuant to any stock option, stock bonus or other stock plan or arrangement described in the ProspectusProspectus (including the Company’s 2005 Employee Stock Purchase Plan), but only if the holders of such shares, options, or shares issued upon exercise of such options, agree in writing not to sell, offer, dispose of or otherwise transfer any such shares or options during such 90-day period without the prior written consent of the Representatives (which consent may be withheld at the sole discretion of the Representatives). Notwithstanding the foregoing, if (x) during the last 17 days of the 90-day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs, or (y) prior to the expiration of the 90-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 90-day period, the restrictions imposed in by this clause Section 3(A)(l) shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event.

Agreement Not to Offer or Sell Additional Securities. During the period commencing on the date hereof and ending on the 90th 180th day following the date of the Prospectus, the Company will not, without the prior written consent of BAS, Piper and JPMorgan BAS (which consent may be withheld at the sole discretion of BAS), Piper directly or indirectly, sell, offer, contract or grant any option to sell, pledge, transfer or establish an open “put equivalent position” or liquidate or decrease a “call equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act, or otherwise dispose of or transfer (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition of), or announce the offering of, or file any registration statement under the Securities Act in respect of, any shares of Common Stock, options or warrants to acquire shares of the Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock (other than as contemplated by this Agreement with respect to the Common Shares); provided, however, that the Company may file a registration statement on Form S-8 and JPMorganmay issue shares of its Common Stock or options to purchase its Common Stock, or Common Stock upon exercise of options, pursuant to any stock option, stock bonus, employment agreement or other stock plan or arrangement described in the Prospectus, but only if the holders of such shares, options, or shares issued upon exercise of such options, agree in writing not to sell, offer, dispose of or otherwise transfer any such shares or options during such 180 day period without the prior written consent of BAS (which consent may be withheld at the sole discretion of the BAS). In addition, during the period commencing on the date hereof and ending on the 180th day following the date of the Prospectus, the Company shall not consent or agree in any manner, without the prior written consent of BAS (which consent may be withheld at the sole discretion of BAS), to the amendment or waiver of any agreement or provision, including, without limitation, any Registration Rights Agreement, restricting the ability of the Company’s securityholders to, directly or indirectly, sell, offer, contract or grant any option to sell, pledge, transfer or establish an open “put equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act, or otherwise dispose of or transfer, or announce the offering of, or file any an registration statement under the Securities Act in respect of, any shares of Common Stock, options or warrants to acquire shares of the Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock or publicly announce the intention to do any of the foregoing (other than as contemplated by this Agreement with respect to the Common Shares); provided, however, that the Company may (a) issue shares of its Common Stock upon exercise of options or warrants, granted pursuant to any warrant, stock option, stock bonus or other stock plan or arrangement described or incorporated by reference in the Disclosure Package and the Prospectus, (b) issue options to purchase its Common Stock pursuant to any stock option, stock bonus or other stock plan or arrangement described or incorporated by reference in the Disclosure Package and the Prospectus, but only if such options are not exercisable by their terms during the period commencing on the date hereof and ending on the 90th day following the date of the Prospectus, as such period may be extended pursuant to this Section 3(A)(n), or (c) file a registration statement on Form S-8 with respect to the shares of Common Stock subject to the stock options issued or to be issued pursuant to any stock option, stock bonus or other stock plan or arrangement described in the Prospectus. Notwithstanding the foregoing, if (x) during the last 17 days of the 90180-day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs, or (y) prior to the expiration of the 90180-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 90180-day period, the restrictions imposed in this clause shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. The Company will provide the Representatives and any co-managers and each individual subject to the restricted period pursuant to the lockup letters described in Section 6(i) with prior notice of any such announcement that gives rise to an extension of the restricted period.

Agreement Not to Offer or Sell Additional Securities. During the period commencing on the date hereof and ending on the 90th 180th day following the date of the Prospectus, the Company will not, without the prior written consent of BAS, Piper and JPMorgan the Representatives (which consent may be withheld at the sole discretion of BAS, Piper and JPMorganthe Representatives), directly or indirectly, sell, offer, contract or grant any option to sell, pledge, transfer or establish an open “"put equivalent position” " within the meaning of Rule 16a-1(h) under the Exchange Act, or otherwise dispose of or transfer, or announce the offering of, or file any registration statement under the Securities Act Act, other than one or more registration statements on Form S-8, in respect of, any shares of Common StockShares, options or warrants to acquire shares of the Common Stock Shares or securities exchangeable or exercisable for or convertible into shares of Common Stock or publicly announce the intention to do any of the foregoing Shares (other than as contemplated by this Agreement with respect to the Common Shares); provided, however, that the Company may (a) issue shares of its Common Stock upon exercise of options Shares or warrants, granted pursuant to any warrant, stock option, stock bonus or other stock plan or arrangement described or incorporated by reference in the Disclosure Package and the Prospectus, (b) issue options to purchase its Common Stock pursuant to any stock option, stock bonus or other stock plan or arrangement described or incorporated by reference in the Disclosure Package and the Prospectus, but only if such options are not exercisable by their terms during the period commencing on the date hereof and ending on the 90th day following the date of the Prospectus, as such period may be extended pursuant to this Section 3(A)(n)Shares, or (c) file a registration statement on Form S-8 with respect to the shares Common Shares upon exercise of Common Stock subject to the stock options issued or to be issued options, pursuant to any stock option, stock bonus or other stock plan or arrangement described in the Prospectus, only if any such option issued by the Company does not vest during the 180-day period (other than accelerated vesting in accordance with the terms of forms of award agreement filed as an exhibit to the Registration Statement). Notwithstanding the foregoing, if (x) during the last 17 days of the 90180-day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs, occurs or (y) prior to the expiration of the 90180-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 90180-day period, the restrictions imposed in by this clause section 3(A)(o) shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event.

Agreement Not to Offer or Sell Additional Securities. During the period commencing on the date hereof and ending on the 90th day following the date of the Prospectus, the The Company will not, without the prior written consent of BAS, Piper and JPMorgan (which consent may be withheld at the sole discretion of BAS, Piper and JPMorgan), directly or indirectly, sell, not offer, sell or contract or grant any option to sell, pledge, transfer or establish an open “put equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act, or otherwise dispose of or transferenter into any transaction which is designed to, or could be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise by the Company or any affiliate of the Company or any person in privity with the Company or any affiliate of the Company) directly or indirectly, or announce the offering of, any other Common Shares or file any registration statement under the Securities Act in respect ofsecurities convertible into, any shares of Common Stockor exchangeable for, options or warrants to acquire shares of the Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock or publicly announce the intention to do any of the foregoing (other than as contemplated by this Agreement with respect to the Common Shares); provided, however, that the Company may (ai) issue shares of its and sell Common Stock upon exercise of options or warrants, granted Shares pursuant to any warrant, director or employee stock option, stock bonus or other stock option plan or arrangement stock ownership plan of the Company in effect at the date of the Prospectus and described or incorporated by reference in the Disclosure Package and the Prospectus, (bii) issue options to purchase its Common Stock Shares issuable upon the conversion of securities or the exercise of warrants outstanding at the date of the Prospectus and described in the Prospectus; and (iii) issue and sell Common Shares pursuant to any the Company’s dividend reinvestment and stock option, stock bonus or other stock purchase plan or arrangement in effect at the date of the Prospectus and as described or incorporated by reference in the Disclosure Package Company’s registration statement on Form S-3 (File No. 333-114742) as filed with the Commission on April 22, 2004, as amended by Post-Effective Amendment No. 1 to such registration statement on Form S-3 as filed with the Commission on May 3, 2004 (including any subsequent Company registration statement on Form S-3 which is filed by the Company and which relates to the Prospectus, but only if such options are not exercisable by their terms during the period commencing on the date hereof Company’s dividend reinvestment and ending on the 90th day following stock purchase plan in effect at the date of the Prospectus, as such period may be extended pursuant to this Section 3(A)(nthe “DRIP”); provided, or (c) file a registration statement on Form S-8 with respect to the shares of Common Stock subject to the stock options issued or to be issued pursuant to any stock optionhowever, stock bonus or other stock plan or arrangement described in the Prospectus. Notwithstanding the foregoing, if (x) that during the last 17 days of the 90-day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs, or (y) prior to the expiration of the 90-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day date of this Agreement and ending on the 90Company Lock-day periodUp Termination Date (as defined immediately below), the restrictions imposed Company shall not grant any request for a waiver relating to optional cash payments under the DRIP in this clause shall continue excess of Ten Thousand Dollars ($10,000) (each, a “Waiver Request”) if as a result of such grant (i) the aggregate proceeds to apply until the expiration Company from all sales of Common Shares during the 18-day period beginning on the issuance date of this Agreement and ending on the earnings release thirtieth (30th) day after the date of this Agreement pursuant to granted Waiver Requests would exceed Five Million Dollars ($5,000,000) or (ii) the occurrence aggregate proceeds to the Company from all sales of Common Shares during the material news or material eventperiod beginning on the thirty first (31st) day after the date of this Agreement and ending on the sixtieth (60th) day after (and including) the day the Firm Shares commence trading on the New York Stock Exchange pursuant to granted Waiver Requests would exceed Five Million Dollars ($5,000,000) These restrictions shall terminate at the close of trading on the sixtieth (60th) day after (and including) the day the Firm Shares commence trading on the New York Stock Exchange (the “Company Lock-Up Termination Date”) (unless waived earlier by JMP Securities LLC, in its sole discretion).

Agreement Not to Offer or Sell Additional Securities. During the period commencing on the date hereof and ending on the 90th day following the date of the Prospectus, the Company will not, without the prior written consent of BAS, Piper BAS and JPMorgan Lehman Brothers (which consent may be withheld at the sole discretion discrxxxxx of BAS, Piper BAS and JPMorganLehman Brothers), directly or indirectly, sell, offer, contract or grant xx xxxnt any option to sell, pledge, transfer or establish an open “"put equivalent position” " within the meaning of Rule 16a-1(h) under the Exchange Act, or otherwise dispose of or transfer, or announce the offering of, or file any registration statement under the Securities Act in respect of, any shares of Common Stock, options or warrants to acquire shares of the Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock or publicly announce the intention to do any of the foregoing (other than as contemplated by this Agreement with respect to the Common Shares); provided, however, that the Company may (a) issue shares of its Common Stock upon exercise of options or warrants, granted pursuant to any warrant, stock option, stock bonus or other stock plan or arrangement described or incorporated by reference in the Disclosure Package and the Prospectus, (b) issue options to purchase its Common Stock pursuant to any stock option, stock bonus or other stock plan or arrangement described or incorporated by reference in the Disclosure Package and the Prospectus, but only if such options are not exercisable by their terms during the period commencing on the date hereof and ending on the 90th day following the date of the Prospectus, as such period may be extended pursuant to this Section 3(A)(n)Stock, or (c) file a registration statement on Form S-8 with respect to the shares of Common Stock subject to the stock options issued or to be issued upon exercise of options, pursuant to any stock option, stock bonus or other stock plan or arrangement described in the Prospectus. Notwithstanding the foregoing, if (x) during the last 17 days of the 90-day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs, or (y) prior to the expiration of the 90-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 90-day period, the restrictions imposed in this clause shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event.

Agreement Not to Offer or Sell Additional Securities. During the period commencing on the date hereof and ending on the 90th 180th day following the date of the Prospectus, the Company and the Operating Partnership will not, without the prior written consent of BAS, Piper and JPMorgan the Representatives (which consent may be withheld at the sole discretion of BAS, Piper and JPMorganthe Representatives), directly or indirectly, sell, offer, contract or grant any option to sell, pledge, transfer or establish an open “put equivalent position” within the meaning of Rule 16a-1(h) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise dispose of or transfer, or announce the offering of, or file any registration statement under the Securities Act in respect of, any shares Shares of Common StockBeneficial Interest, options or warrants to acquire shares Shares of the Common Stock Beneficial Interest or securities exchangeable or exercisable for or convertible into shares Shares of Common Stock or publicly announce the intention to do any of the foregoing Beneficial Interest (including Partnership Units) (other than as contemplated by this Agreement with respect to the Common Shares); provided, however, that the Company may (a) issue shares Shares of Beneficial Interest, Partnership Units or options or warrants to purchase its Common Stock Shares of Beneficial Interest, or Shares of Beneficial Interest upon conversion of Partnership Units or exercise of options or warrants, granted (i) pursuant to any warrant, stock share option, stock share bonus or other stock plan or arrangement described or incorporated by reference in the Disclosure Package and the Prospectus, (b) issue options to purchase its Common Stock pursuant to any stock option, stock bonus or other stock plan or arrangement described or incorporated by reference in the Disclosure Package and the Prospectus, but only if such options are not exercisable by their terms during the period commencing on the date hereof and ending on the 90th day following the date of the Prospectus, as such period may be extended pursuant to this Section 3(A)(n), or (c) file a registration statement on Form S-8 with respect to the shares of Common Stock subject to the stock options issued or to be issued pursuant to any stock option, stock bonus or other stock incentive plan or arrangement described in the Prospectus, (ii) in connection with the Formation Transactions, or (iii) as consideration for the acquisition of assets but only if the holders of such shares, Partnership Units, options, or shares issued upon conversion of Partnership Units or exercise of such options or warrants, agree in writing not to sell, offer, dispose of or otherwise transfer any such shares, Partnership Units or options or warrants during such 180 day period without the prior written consent of the Representatives (which consent may be withheld at the sole discretion of the Representatives). Notwithstanding the foregoing, if (x) during the last 17 days of the 90180-day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs, or (y) prior to the expiration of the 90180-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 90180-day period, the restrictions imposed in this clause shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event.

Agreement Not to Offer or Sell Additional Securities. During the period commencing on the date hereof and ending on the 90th 180th day following the date of the Prospectus, the Company will not, without the prior written consent of BAS, Piper and JPMorgan BAS (which consent may be withheld at the sole discretion of BAS, Piper and JPMorganBAS), directly or indirectly, sell, offer, contract or grant any option to sell, pledge, transfer or establish an open “put equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act, or otherwise dispose of or transfer, or announce the offering of, or file any registration statement under the Securities Act in respect of, any shares of Common Stock, options or warrants to acquire shares of the Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock or publicly announce the intention to do any of the foregoing (other than as contemplated by this Agreement with respect to the Common Shares); provided, however, that the Company may (a) issue shares of its Common Stock or options to purchase its Common Stock, or Common Stock upon exercise of options or warrants, granted pursuant to any warrant, stock option, stock bonus or other stock plan or arrangement described or incorporated by reference in the Disclosure Package and the Prospectus, (b) issue options to purchase its Common Stock pursuant to any stock option, stock bonus or other stock plan or arrangement described or incorporated by reference in the Disclosure Package and the Prospectus, but only if (i) the holders of such warrants, shares, options, or shares issued upon exercise of such warrants or options have executed a lock up agreement in the form of Exhibit E hereto or (ii) such warrants, shares, options or shares issued upon exercise of such warrants or options are not exercisable by their terms during the period commencing on the date hereof and ending on the 90th 180th day following the date of the Prospectus, as such period may be extended pursuant to this Section 3(A)(n3A(l), or (cb) file a registration statement on Form S-8 with respect to the shares of Common Stock subject to the stock options issued or to be issued pursuant to any stock option, stock bonus or other stock plan or arrangement described in the Prospectus, or (c) issue shares of its Common Stock or options to purchase its Common Stock to the extent the Company is required to do so in connection with the transactions contemplated by each of the Note Contribution and Exchange Agreement, dated as of April 4, 2005 (filed as Exhibit 2.3 to the Registration Statement) and the Agreement and Plan of Merger, dated as of April 4, 2005 (filed as Exhibit 2.1 to the Registration Statement). Notwithstanding the foregoing, if (x) during the last 17 days of the 90180-day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs, or (y) prior to the expiration of the 90180-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 90180-day period, the restrictions imposed in this clause shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event.

Agreement Not to Offer or Sell Additional Securities. During the period commencing on the date hereof and ending on the 90th day of 45 days (“Lock-Up Period”) following the date of the Prospectus, the Company will not, without the prior written consent of BAS, Piper and JPMorgan the Representatives (which consent may be withheld at the sole discretion of BAS, Piper and JPMorganthe Representatives), directly or indirectly, sell, offer, contract or grant any option to sell, pledge, transfer or establish an open “put equivalent position” within the meaning of Rule 16a-1(h16a-l(h) under the Exchange Act, or otherwise dispose of or transfer, or announce the offering of, or file any registration statement under the Securities Act in respect of, any shares of Common StockShares, options or warrants to acquire shares of the Common Stock Shares or securities exchangeable or exercisable for or convertible into shares of Common Stock or publicly announce the intention to do any of the foregoing Shares (other than as contemplated by this Agreement with respect to the Common Shares); provided, however, that the Company may (ai) grant Common Share awards or grant options to purchase Common Shares and issue shares of its Common Stock Shares upon the exercise of options or warrantsoptions, granted in both cases, pursuant to any warrant, stock option, stock bonus or other stock plan or arrangement the Company’s equity compensation plans described or incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, (bii) issue options to purchase its Common Stock Shares pursuant to any stock option, stock bonus or other stock plan or arrangement described or incorporated by reference the Company’s Employee Stock Purchase Plan as in the Disclosure Package and the Prospectus, but only if such options are not exercisable by their terms during the period commencing effect on the date hereof hereof, (iii) issue Units in connection with the Company’s or a Subsidiary’s acquisition of properties or interests in the owners of properties and ending on issue Common Shares upon redemption of such Units, (iv) file a redemption and/or resale registration statement under the 90th day following the date Securities Act with respect to Common Shares issuable upon exercise of the Prospectusoutstanding Units and issue Common Shares upon redemption of such Units, as such period may be extended pursuant to this Section 3(A)(n), or and (cv) file a registration statement on Form S-8 under the Securities Act with respect to the shares registration of Common Stock subject to the stock options issued or Shares to be issued pursuant to any stock option, stock bonus or other stock plan or arrangement under the Company’s equity compensation plans described in the Registration Statement, the General Disclosure Package and the Prospectus. Notwithstanding the foregoing, if (x1) during the last 17 days of the 90Lock-day restricted period Up Period the Company issues an earnings release or material news or a material event relating to the Company occurs, occurs or (y2) prior to the expiration of the 90Lock-day restricted periodUp Period, the Company announces that it will release earnings results or becomes aware that material news or a material event will occur during the 16-day period beginning on the last day of the 90Lock-day periodUp Period, the restrictions imposed in this clause (l) shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event.