Common use of Agreement to Act as Placement Agents; Delivery and Payment Clause in Contracts

Agreement to Act as Placement Agents; Delivery and Payment. On the basis of the representations, warranties and agreements of the Company herein contained, and subject to the terms and conditions set forth in this Agreement: (a) The Company hereby authorizes the Placement Agents to act as its exclusive agents in connection with the issuance and sale by the Company of the Shares (the “Offering”) to the Investors, and the Placement Agents hereby agree, as agents of the Company, to use their reasonable best efforts to solicit offers to purchase the Shares from the Company on the terms and subject to the conditions set forth in the Prospectus (as defined below). The Placement Agents shall make commercially reasonable efforts to assist the Company in obtaining performance by each Investor whose offer to purchase Shares has been solicited by the Placement Agents and accepted by the Company, but the Placement Agents shall not, except as otherwise provided in this Agreement, have any liability to the Company in the event any such purchase is not consummated for any reason. Under no circumstances will the Placement Agents or any of their affiliates be obligated to underwrite or purchase any of the Shares for their own accounts or otherwise provide any financing. The Placement Agents shall act solely as the Company’s agents and not as principals. The Placement Agents shall have no authority to bind the Company with respect to any prospective offer to purchase Shares and the Company shall have the sole right to accept offers to purchase Shares and may reject any such offer, in whole or in part. As compensation for services rendered, on the Closing Date, the Company shall pay or cause to be paid to the Placement Agents by wire transfer of immediately available funds to an account or accounts designated by the Representative an aggregate amount equal to 6.79% of the gross proceeds received by the Company from its sale of the Shares on such Closing Date, which the Company agrees shall be allocated pursuant to an agreement among the Placement Agents. The Placement Agents agree that the foregoing compensation, together with any expense reimbursement payable hereunder, constitutes all of the compensation that the Placement Agents are entitled to receive in connection with the Offering contemplated by this Agreement. (b) The purchases of Shares by the Investors shall be evidenced by the execution of a Subscription Agreement by each of the parties thereto in the form attached hereto as Exhibit A. (c) Prior to the earlier of (i) the date on which this Agreement is terminated and (ii) the Closing Date, the Company shall not, without the prior written consent of the Representative, solicit or accept offers to purchase Shares of the Company (other than pursuant to the exercise of options or warrants to purchase shares of Common Stock that are outstanding at the date hereof) otherwise than through the Placement Agents in accordance herewith. (d) No Shares which the Company has agreed to sell pursuant to this Agreement shall be deemed to have been purchased and paid for, or sold by the Company, until such Shares shall have been delivered to or made available for electronic receipt by the Investor purchasing such Shares against payment by such Investor. If the Company shall default in its obligations to deliver Shares to an Investor whose offer it has accepted, the Company shall indemnify and hold the Indemnified Parties (as defined below) harmless against any loss, claim, damage or liability directly or indirectly arising from or as a result of such default by the Company. (e) Payment of the purchase price for, and delivery of, the Shares shall be made at a closing (the “Closing”) at the offices of Xxxxxx Godward Kronish LLP, counsel for the Company, located at 000 Xxxxxxxxxx Xxxxxx, 0xx Xxxxx, Xxx Xxxxxxxxx, Xxxxxxxxxx, at 11:00 AM, New York City time, on February 26, 2009 or at such other time and date as the Representative and the Company determine pursuant to Rule 15c6-1(a) under the Exchange Act (such date of payment and delivery being herein referred to as the “Closing Date”). The Company, the Representative and JPMorganChase Bank, as escrow agent (the “Escrow Agent”), have entered into an escrow agreement, dated as of February 20, 2009 (the “Escrow Agreement”) pursuant to which an escrow account will be established, at the Company’s expense, for the benefit of the Company and the Investors (the “Escrow Account”). Each of the Company and the Representative hereby agree to deliver to the Escrow Agent a Closing Notice in the form attached as Exhibit C to the Escrow Agreement on or prior to the Closing Date. All such actions taken at the Closing shall be deemed to have occurred simultaneously.

Agreement to Act as Placement Agents; Delivery and Payment. On the basis of the representations, warranties and agreements of the Company herein contained, and subject to the terms and conditions set forth in this Agreement: (a) The Company hereby authorizes engages the Placement Agents to act as its exclusive agents in connection with the issuance and sale by the Company of the Shares (the “Offering”) to the Investors, and the Placement Agents hereby agreeAgents, as the exclusive agents of the Company, to use their reasonable to, on a best efforts to basis, solicit offers to purchase the Shares Units from the Company on the terms and subject to the conditions set forth in the Subscription Agreements and Prospectus (as defined below). The Each Placement Agents Agent shall make use commercially reasonable efforts to assist the Company in obtaining performance by each Investor whose offer to purchase Shares has been the Units was solicited by the such Placement Agents Agent and accepted by the Company, but the such Placement Agents Agent shall not, except as otherwise provided in this Agreement, have any liability to the Company in the event any such purchase is not consummated for any reason. Under no circumstances will the any Placement Agents Agent or any of their its affiliates be obligated to underwrite or purchase any of the Shares Units for their its own accounts account or otherwise provide any financing. The Each Placement Agents Agent shall act solely as the Company’s agents 's agent and not as principalsprincipal. The No Placement Agents Agent shall have no any authority to bind the Company with respect to any prospective offer to purchase Shares Units and the Company shall have the sole right to accept offers to purchase Shares Units and may reject any such offer, in whole or in part. Each Placement Agent has the right, after discussion with the Company, to reject any offer to purchase Units received by it, in whole or in part, and any such rejection shall not be deemed a breach of this Agreement. (b) As compensation for services renderedrendered by the Placement Agents hereunder, on the Closing DateDate (as defined below), the Company shall pay or cause to be paid to the Placement Agents by wire transfer of immediately available funds to an account or accounts designated by the Representative Placement Agents, an aggregate amount equal to 6.79% four percent (4.0%) of the gross proceeds received by the Company from its the sale of the Shares Units on such Closing Date, which Date (the Company agrees shall be allocated pursuant to an agreement among the Placement Agents"Agency Fee"). The Placement Agents agree that the foregoing compensation, together with any expense reimbursement payable hereunder, compensation constitutes all of the compensation that the Placement Agents are shall be entitled to receive in connection with the Offering contemplated by this Agreementhereby. (bc) The Units are being sold to the Investors at a price of $2.12 per unit (the "Purchase Price") as set forth on the cover page of the Prospectus (as defined below). The purchases of Shares Units by the Investors shall be evidenced by the execution of a the Subscription Agreement Agreements by each of the parties thereto in the form attached hereto as Exhibit A. (cd) Prior to the earlier of (i) the date on which this Agreement is terminated and (ii) the Closing Date, the Company shall not, without the prior written consent of the RepresentativeLead Placement Agent, solicit or accept offers to purchase Shares shares of the Company Common Stock or any securities convertible into Common Stock (other than pursuant to the exercise of options or warrants to purchase shares of Common Stock that are outstanding at the date hereof) otherwise than through the Placement Agents in accordance herewith. (de) No Shares Units which the Company has agreed to sell pursuant to this Agreement and the Subscription Agreements shall be deemed to have been purchased and paid for, or sold by the Company, until such Shares Units shall have been delivered to or made available for electronic receipt by the Investor purchasing such Shares Units against payment therefor by such Investor. If the Company shall default in its obligations to deliver Shares Units to an Investor whose offer it has accepted, the Company shall indemnify and hold the Indemnified Parties (as defined below) Placement Agents harmless against any loss, claim, damage or liability directly or indirectly arising from or as a result of such the default by the CompanyCompany in accordance with the procedures set forth in Section 6(c) hereof. (ef) Payment of the purchase price for, and delivery of, of the Shares Units shall be made at a closing (the “"Closing”") at the offices of Xxxxxx Godward Kronish Bracewell & Xxxxxxxx LLP, counsel for the CompanyPlacement Agents, located at 000 Xxxxxxxxxx Xxxxxxxxx Xxxxxx, 0xx Xxxxxxx, Xxxxx, Xxx Xxxxxxxxx, Xxxxxxxxxx, at 11:00 AMa.m., New York City time, on February 26May 8, 2009 2012 or at such other time and date as the Representative Placement Agents and the Company determine pursuant to Rule 15c6-1(a) under the Securities Exchange Act of 1934, as amended (the "Exchange Act") (such date of payment and delivery being herein referred to as the “"Closing Date”"). The CompanyUnless otherwise specified in the applicable Subscription Agreement, the Representative and JPMorganChase Bank, as escrow agent (the “Escrow Agent”), have entered into an escrow agreement, dated as shares of February 20, 2009 (the “Escrow Agreement”) pursuant to which an escrow account Common Stock will be established, at settled through The Depository Trust Company's delivery versus payment (DVP) settlement service. A Warrant in the Company’s expense, name of the Investor shall be delivered to the address provided by the Investor in the Subscription Agreement within two business days after Closing. Payment of the purchase price for the benefit Units shall be made in the manner set forth in the applicable Subscription Agreement by Federal Funds wire transfer, against delivery of the Company Units to such persons and the Investors (the “Escrow Account”). Each of the Company and the Representative hereby agree to deliver to the Escrow Agent a Closing Notice shall be registered in the form attached name or names and shall be in such denominations as Exhibit C to the Escrow Agreement on or prior to Placement Agents may request at least one business day before the Closing Date. All Payment of the purchase price for the Units to be purchased by Investors shall be made pursuant to instructions contained in the Subscription Agreement. Prior to the Closing, each such actions taken at Investor shall deposit with (i) the Company or (ii) the applicable Placement Agent, pursuant to the Subscription Agreement, an amount (the "Purchase Amount") equal to the product of (x) the number of Units such Investor has agreed to purchase and (y) the Purchase Price. The aggregate of all such Purchase Amounts is herein referred to as the "Purchase Funds." Subject to the terms and conditions hereof and of the Subscription Agreements, the Placement Agents shall, on the Closing Date, deliver to the Company, by Federal Funds wire transfer, the Purchase Funds so held by such Placement Agent, reduced by an amount equal to the sum of the aggregate Agency Fee payable to each Placement Agent. The Company shall be deemed remit to have occurred simultaneouslyeach Placement Agent any remaining Agency Fees for which such Placement Agent is entitled to reimbursement.

Agreement to Act as Placement Agents; Delivery and Payment. On the basis of the representations, warranties and agreements of the Company herein containedcontained in, and subject to the terms and conditions set forth in of, this Agreement: (a) The Company hereby authorizes the Placement Agents agree to act as its the Company’s exclusive placement agents in connection with the issuance and sale sale, on a reasonable efforts basis, by the Company of the Shares (the “Offering”) to the Investors, . The Company acknowledges and agrees that the Placement Agents hereby agree, as agents of the Company, to use their reasonable best efforts to solicit offers to purchase the Shares from the Company on the terms and subject to the conditions set forth in the Prospectus (as defined below). The Placement Agents shall make commercially reasonable efforts to assist the Company in obtaining performance by each Investor whose offer to purchase Shares has been solicited by the Placement Agents and accepted by the Company, but the Placement Agents shall not, except as otherwise provided in this Agreement, have any liability to the Company in the event any such purchase Agents’ engagement hereunder is not consummated for any reason. Under no circumstances will an agreement by the Placement Agents or any of their affiliates be obligated to underwrite or purchase any of the Shares for their own accounts securities or otherwise provide any financing. The Placement Agents shall act solely as the Company’s agents and not as principals. The Placement Agents shall have no authority to bind the Company with respect to any prospective offer to purchase Shares and the Company shall have the sole right to accept offers to purchase Shares and may reject any such offer, in whole or in part. As compensation for their services renderedhereunder, the Company agrees to pay on the Closing Date, the Company shall pay or cause to be paid Date (as defined below) to the Placement Agents by wire transfer of immediately available funds to an account or accounts designated by the Representative an aggregate amount equal to 6.797% of the gross proceeds received by the Company from its the sale of the Shares on such Closing Date, which the Company agrees shall be allocated pursuant to an agreement among the Placement Agents. The Placement Agents agree that the foregoing compensation, together with any expense reimbursement payable hereunder, constitutes all of the compensation that the Placement Agents are entitled to receive in connection with the Offering contemplated by this AgreementShares. (b) Payment of the purchase price for, and delivery of the Shares shall be made at a closing (the “Closing”) at the offices of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, at 9:00 a.m., New York time, on the Closing Date to take place on the third or fourth business day (as permitted under Rule 15c6-1 under the Exchange Act) after the determination of the sales price of the Shares (such time and date of payment and delivery being herein called the “Closing Date”). All actions taken at the Closing shall be deemed to have occurred simultaneously. (c) Payment of the purchase price for the Shares shall be made by the Investors directly to or upon the order of U.S. Bank National Association, as escrow agent (the “Escrow Agent”) by wire transfer in immediately available funds to the Escrow Agent, upon delivery of the Shares through the facilities of The Depository Trust Company, to the Investors, and shall be registered in such name or names and shall be in such denominations, as the Investors may request at least one business day before the Closing Date. (d) The several purchases of the Shares by the Investors shall be evidenced by the execution of a Subscription Agreement by one or more purchase agreements each of the parties thereto substantially in the form attached hereto as Exhibit A.A (the “Purchase Agreement”). (ce) Prior to the earlier of (i) the date on which this Agreement is terminated and (ii) the Closing Date, the Company shall not, without the prior written consent of the RepresentativePlacement Agents, solicit or accept offers to purchase Shares of the Company (other than pursuant to the exercise of options or warrants to purchase shares of Common Stock that are outstanding at the date hereof) otherwise than through the Placement Agents in accordance herewithAgents. (d) No Shares which the Company has agreed to sell pursuant to this Agreement shall be deemed to have been purchased and paid for, or sold by the Company, until such Shares shall have been delivered to or made available for electronic receipt by the Investor purchasing such Shares against payment by such Investor. If the Company shall default in its obligations to deliver Shares to an Investor whose offer it has accepted, the Company shall indemnify and hold the Indemnified Parties (as defined below) harmless against any loss, claim, damage or liability directly or indirectly arising from or as a result of such default by the Company. (e) Payment of the purchase price for, and delivery of, the Shares shall be made at a closing (the “Closing”) at the offices of Xxxxxx Godward Kronish LLP, counsel for the Company, located at 000 Xxxxxxxxxx Xxxxxx, 0xx Xxxxx, Xxx Xxxxxxxxx, Xxxxxxxxxx, at 11:00 AM, New York City time, on February 26, 2009 or at such other time and date as the Representative and the Company determine pursuant to Rule 15c6-1(a) under the Exchange Act (such date of payment and delivery being herein referred to as the “Closing Date”). The Company, the Representative and JPMorganChase Bank, as escrow agent (the “Escrow Agent”), have entered into an escrow agreement, dated as of February 20, 2009 (the “Escrow Agreement”) pursuant to which an escrow account will be established, at the Company’s expense, for the benefit of the Company and the Investors (the “Escrow Account”). Each of the Company and the Representative hereby agree to deliver to the Escrow Agent a Closing Notice in the form attached as Exhibit C to the Escrow Agreement on or prior to the Closing Date. All such actions taken at the Closing shall be deemed to have occurred simultaneously.

Agreement to Act as Placement Agents; Delivery and Payment. On the basis of the representations, warranties and agreements of the Company herein contained, and subject to the terms and conditions set forth in this Agreement: (a) The Company hereby authorizes engages the Placement Agents to act as its exclusive agents in connection with the issuance and sale by the Company of the Shares (the “Offering”) to the Investors, and the Placement Agents hereby agreeAgents, as agents of the CompanyCompany on a non-exclusive basis, to use their to, on a reasonable best efforts to basis, solicit offers to purchase the Shares from the Company on the terms and subject to the conditions set forth herein and in the Prospectus (as defined below). The Each Placement Agents shall make commercially Agent agrees, separately and not jointly, to use its reasonable best efforts to assist the Company in obtaining performance by each Investor purchaser of Shares (each, a “Purchaser”) whose offer to purchase Shares has been was solicited by the such Placement Agents Agent and accepted by the Company, but the neither Placement Agents shall notAgent shall, except as otherwise provided in this Agreement, have any liability to the Company in the event any such purchase is not consummated for any reason. Under no circumstances will the either Placement Agents Agent or any of their its affiliates be obligated to underwrite or purchase any of the Shares for their its own accounts account or otherwise provide any financing. The Each Placement Agents Agent shall act solely as the Company’s agents agent and not as principalsprincipal. The Neither Placement Agents Agent shall have no any authority to bind the Company with respect to any prospective offer to purchase Shares Shares, and the Company shall have the sole right to accept offers to purchase Shares and may reject any such offer, in whole or in part. Each Placement Agent has the right, after discussion with the Company, to reject any offer to purchase Shares received by it, in whole or in part, and any such rejection shall not be deemed a breach of this Agreement. (b) As compensation for services renderedrendered by the Placement Agents hereunder, on the Closing DateDate (as defined below), the Company shall pay or cause to be paid to the Placement Agents by wire transfer of immediately available funds to an account or accounts designated by the Representative Placement Agents, an aggregate amount equal to 6.795.0% of the gross proceeds received by the Company from its the sale of the Shares on such Closing Dateif consummated prior to the expiration or termination of this Agreement other than gross proceeds of the sale of Shares attributable to N. Xxxxxx Xxxxxxxx, which 3rd or his designated affiliates (the “Agency Fee”); 0.5% of the Agency Fee will be designated as the “Discretionary Agency Fee” and recipients of the Discretionary Agency Fee will be determined at the sole discretion of the Company; 4.5% of the Agency Fee will be designated as the “Non-Discretionary Agency Fee”. 55% of the Non-Discretionary Agency Fee shall be paid to Xxxxxxx Xxxxxxxx, and 25% of the Non-Discretionary Agency Fee shall be paid to Xxxxxxxxxx. The remaining 20% of the Non-Discretionary Agency Fee shall be payable by the Company agrees shall to other parties as to be allocated pursuant to an agreement among determined at the Placement Agentssole discretion of the Company. The Placement Agents agree that the foregoing compensation, together with any expense reimbursement payable hereunder, constitutes all of the compensation that the Placement Agents are shall be entitled to receive in connection with the Offering contemplated by this Agreementhereby. (bc) The purchases of Shares by are being sold to the Investors shall be evidenced by Purchasers at the execution of a Subscription Agreement by each price per Share (the “Purchase Price”) set forth on the cover page of the parties thereto in the form attached hereto Prospectus (as Exhibit A.defined below). (cd) Prior to the earlier of (i) the date on which this Agreement is terminated and (ii) the Closing Date, the Company shall not, without the prior written consent of the RepresentativeXxxxxxx Xxxxxxxx, solicit or accept offers to purchase Common Shares of the Company (other than pursuant to the exercise of options or warrants to purchase shares of Common Stock Shares that are outstanding at the date hereof) otherwise than through the Placement Agents in accordance herewith. (de) No Shares which the Company has agreed to sell pursuant to this Agreement shall be deemed to have been purchased and paid for, or sold by the Company, until such Shares shall have been delivered to or made available for electronic receipt by the Investor Purchaser purchasing such Shares against payment therefor by such InvestorPurchaser. If the Company shall default in its obligations to deliver Shares to an Investor a Purchaser whose offer it has accepted, the Company shall indemnify and hold the Indemnified Parties (as defined below) each Placement Agent harmless against any loss, claim, damage or liability directly or indirectly arising from or as a result of such the default by the CompanyCompany in accordance with the procedures set forth in Section 6(c) hereof. (ef) Payment of the purchase price for, for and delivery of, of the Shares shall be made at a closing (the “Closing”) at the offices of Xxxxxx Godward Kronish Bracewell & Xxxxxxxx LLP, counsel for the CompanyPlacement Agents, located at 000 Xxxxxxxxxx Xxxxxxxxx Xxxxxx, 0xx Xxxxxxx, Xxxxx, Xxx Xxxxxxxxx, Xxxxxxxxxx, at 11:00 AM10:00 a.m., New York City time, on February 26September 30, 2009 2010 or at such other time and date as the Representative Placement Agents and the Company determine pursuant to Rule 15c6-1(a) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), (such date of payment and delivery being herein referred to as the “Closing Date”). The sale of the Shares will be settled through the facilities of The Depository Trust Company’s DWAC system. Concurrently with the execution and delivery of this Agreement, the Company, the Representative Xxxxxxx Xxxxxxxx and JPMorganChase BankCitibank, N.A., as escrow agent (the “Escrow Agent”), have entered into an escrow agreement, dated as of February 20, 2009 (the “Escrow Agreement”) pursuant to which an escrow account will be established, at the Company’s expense, for the benefit of the Company and the Investors (the “Escrow Account”). Each of the Company and the Representative hereby agree to deliver to the Escrow Agent a Closing Notice in the form attached as Exhibit C to the Escrow Agreement on or prior to the Closing Date. All such actions taken at the Closing shall be deemed to have occurred simultaneously.the

Agreement to Act as Placement Agents; Delivery and Payment. On the basis of the representations, warranties and agreements of the Company herein contained, and subject to the terms and conditions set forth in this Agreement: (a) The Company hereby authorizes engages the Placement Agents to act as its exclusive agents in connection with the issuance and sale by the Company of the Shares (the “Offering”) to the Investors, and the Placement Agents hereby agreeAgents, as the exclusive agents of the Company, to use their to, on a commercially reasonable best efforts to basis, solicit offers to purchase the Shares from the Company on the terms and subject to the conditions set forth in the Subscription Agreements and Prospectus (as defined below). The Each Placement Agents Agent shall make use commercially reasonable efforts to assist the Company in obtaining performance by each Investor whose offer to purchase the Shares has been was solicited by the such Placement Agents Agent and accepted by the Company, but the such Placement Agents Agent shall not, except as otherwise provided in this Agreement, have any liability to the Company in the event any such purchase is not consummated for any reason. Under no circumstances will the any Placement Agents Agent or any of their its affiliates be obligated to underwrite or purchase any of the Shares for their its own accounts account or otherwise provide any financing. The Each Placement Agents Agent shall act solely as the Company’s agents agent and not as principalsprincipal. The No Placement Agents Agent shall have no any authority to bind the Company with respect to any prospective offer to purchase Shares Shares, and the Company shall have the sole right to accept offers to purchase Shares and may reject any such offer, in whole or in part. Each Placement Agent has the right, in its discretion, without notice to the Company, to reject any offer to purchase Shares received by it, in whole or in part, and any such rejection shall not be deemed a breach of this Agreement. (b) As compensation for services renderedrendered by the Placement Agents hereunder, on the Closing DateDate (as defined below), the Company shall pay or cause to be paid to the Placement Agents by wire transfer of immediately available funds to an account or accounts designated by the Representative Placement Agents, an aggregate amount equal to 6.79% six percent (6%) of the gross proceeds received by the Company from its the sale of the Shares to Investors (the “Agency Fee”). Such amount may be deducted from the payment made by the Investor(s) to the Company and paid directly to the Placement Agents on such the Closing Date, which the Company agrees . The Agency Fee shall be allocated pursuant to an agreement among the Placement AgentsAgents pursuant to Schedule I hereto. The Each Placement Agents agree Agent agrees that the foregoing compensation, together with any expense reimbursement payable hereunder, constitutes all of the compensation that the Placement Agents are shall be entitled to receive in connection with the Offering contemplated by this Agreementhereby. (bc) The Shares are being sold to the Investors at a price of $3.90 per share (the “Purchase Price”) as set forth on the cover page of the Prospectus (as defined below). The purchases of Shares by the Investors shall be evidenced by the execution of a the Subscription Agreement Agreements by each of the parties thereto in the form attached hereto as Exhibit A. (cd) Prior to the earlier of (i) the date on which this Agreement is terminated and (ii) the Closing Date, the Company shall not, without the prior written consent of the RepresentativeLead Placement Agent, solicit or accept offers to purchase Shares shares of the Company Common Stock (other than pursuant to the exercise of options or warrants to purchase shares of Common Stock that are outstanding at the date hereof) otherwise than through the Placement Agents in accordance herewith. (de) No Shares which the Company has agreed to sell pursuant to this Agreement and the Subscription Agreements shall be deemed to have been purchased and paid for, or sold by the Company, until such Shares shall have been delivered to or made available for electronic receipt by the Investor purchasing such Shares against payment therefor by such Investor. If the Company shall default in its obligations to deliver Shares to an Investor whose offer it has accepted, the Company shall indemnify and hold the Indemnified Parties (as defined below) Placement Agents harmless against any loss, claim, damage or liability directly or indirectly arising from or as a result of such the default by the CompanyCompany in accordance with the procedures set forth in Section 6(c) hereof. (ef) Payment of the purchase price for, and delivery of, of the Shares shall be made at a closing (the “Closing”) at the offices of Xxxxxx Godward Kronish Pillsbury Xxxxxxxx Xxxx Xxxxxxx LLP, counsel for the Company, located at 000 Xxxxxxxxxx 00 Xxxxxxx Xxxxxx, 0xx Xxxxx, Xxx Xxxxxxxxx, XxxxxxxxxxXX 00000-0000, at 11:00 AM10:00 a.m., New York City time, on February 26September 22, 2009 or at such other time and date as the Representative Placement Agents and the Company determine pursuant to Rule 15c6-1(a) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (such date of payment and delivery being herein referred to as the “Closing Date”). The CompanyUnless otherwise specified in the applicable Subscription Agreement, the Representative and JPMorganChase Bank, as escrow agent (the “Escrow Agent”), have entered into an escrow agreement, dated as of February 20, 2009 (the “Escrow Agreement”) pursuant to which an escrow account Shares will be establishedsettled through the facilities of The Depository Trust Company’s DWAC system. Subject to the terms hereof, with respect to Shares settled through the facilities of The Depository Trust Company’s DWAC system, payment of the purchase price for the Shares shall be made to the Company in the manner set forth below by Federal Funds wire transfer, against delivery of the Shares to such persons and shall be registered in the name or names and shall be in such denominations as the Placement Agents may request at least one business day before the Closing Date. Payment of the purchase price for the Shares to be purchased by Investors shall be made by such Investors directly to the Company’s expense. Subject to the terms and conditions hereof, for on the benefit of Closing Date, the Company and shall pay to each Placement Agent the Investors (the “Escrow Account”)amount of expenses for which each such Placement Agent is entitled to reimbursement pursuant hereto. Each of the Company and the Representative hereby agree to deliver to the Escrow Agent a Closing Notice in the form attached as Exhibit C to the Escrow Agreement on or At least one day prior to the Closing Date, each Placement Agent shall submit to the Company its bona fide estimate of the amount of expenses for which it is entitled to reimbursement pursuant hereto. All such actions taken at As soon as reasonably practicable after the Closing Date, each Placement Agent shall be deemed submit to have occurred simultaneouslythe Company its expense reimbursement invoice and the Company or such Placement Agent, as applicable, shall make any necessary reconciling payment(s) within thirty days of receipt of such invoices.

Agreement to Act as Placement Agents; Delivery and Payment. On the basis of the representations, warranties and agreements of the Company herein contained, and subject to the terms and conditions set forth in this Agreement: (a) The Company hereby authorizes engages the Placement Agents to act as its exclusive agents in connection with the issuance and sale by the Company of the Shares (the “Offering”) to the Investors, and the Placement Agents hereby agreeAgents, as the exclusive agents of the Company, to use their to, on a commercially reasonable best efforts to basis, solicit offers to purchase the Shares from the Company on the terms and subject to the conditions set forth in the Subscription Agreements and Prospectus (as defined below). The Each Placement Agents Agent shall make use commercially reasonable efforts to assist the Company in obtaining performance by each Investor whose offer to purchase the Shares has been was solicited by the such Placement Agents Agent and accepted by the Company, but the such Placement Agents Agent shall not, except as otherwise provided in this Agreement, have any liability to the Company in the event any such purchase is not consummated for any reason. Under no circumstances will the any Placement Agents Agent or any of their its affiliates be obligated to underwrite or purchase any of the Shares for their its own accounts account or otherwise provide any financing. The Each Placement Agents Agent shall act solely as the Company’s agents agent and not as principalsprincipal. The No Placement Agents Agent shall have no any authority to bind the Company with respect to any prospective offer to purchase Shares and the Company shall have the sole right to accept offers to purchase Shares and may reject any such offer, in whole or in part. Each Placement Agent has the right, after discussion with the Company, to reject any offer to purchase Shares received by it, in whole or in part, and any such rejection shall not be deemed a breach of this Agreement. (b) As compensation for services renderedrendered by the Placement Agents hereunder, on the Closing DateDate (as defined below), the Company shall pay or cause to be paid to the Placement Agents by wire transfer of immediately available funds to an account or accounts designated by the Representative Placement Agents, an aggregate amount equal to 6.79% five percent (5.0%) of the gross proceeds received by the Company from its the sale of the Shares (which gross proceeds shall not include any proceeds received by the Company from any sale of Shares to the International Finance Corporation) on such Closing Date, which less five percent (5.0%) of such amount as set forth on Schedule I (the Company agrees “Agency Fee”). The Agency Fee shall be allocated pursuant to an agreement among the Schedule I. Each Placement Agents. The Placement Agents agree Agent agrees that the foregoing compensation, together with any expense reimbursement payable hereunder, constitutes all of the compensation that the Placement Agents are shall be entitled to receive in connection with the Offering contemplated by this Agreementhereby. (bc) The Shares are being sold to the Investors at a price of $4.66 per share (the “Purchase Price”) as set forth on the cover page of the Prospectus (as defined below). The purchases of Shares by the Investors shall be evidenced by the execution of a the Subscription Agreement Agreements by each of the parties thereto in the form attached hereto as Exhibit A. (cd) Prior to the earlier of (i) the date on which this Agreement is terminated and (ii) the Closing Date, the Company shall not, without the prior written consent of the RepresentativeLead Placement Agent, solicit or accept offers to purchase Shares shares of the Company Common Stock (other than pursuant to the exercise of options or warrants to purchase shares of Common Stock that are outstanding at the date hereof) otherwise than through the Placement Agents in accordance herewith. (de) No Shares which the Company has agreed to sell pursuant to this Agreement and the Subscription Agreements shall be deemed to have been purchased and paid for, or sold by the Company, until such Shares shall have been delivered to or made available for electronic receipt by the Investor purchasing such Shares against payment therefor by such Investor. If the Company shall default in its obligations to deliver Shares to an Investor whose offer it has accepted, the Company shall indemnify and hold the Indemnified Parties (as defined below) Placement Agents harmless against any loss, claim, damage or liability directly or indirectly arising from or as a result of such the default by the CompanyCompany in accordance with the procedures set forth in Section 6(c) hereof. (ef) Payment of the purchase price for, and delivery of, of the Shares shall be made at a closing (the “Closing”) at the offices of Xxxxxx Godward Kronish Bracewell & Xxxxxxxx LLP, counsel for the CompanyPlacement Agents, located at 000 Xxxxxxxxxx Xxxxxxxxx Xxxxxx, 0xx Xxxxxxx, Xxxxx, Xxx Xxxxxxxxx, Xxxxxxxxxx, at 11:00 AMa.m., New York City time, on February 26June 30, 2009 or at such other time and date as the Representative Placement Agents and the Company determine pursuant to Rule 15c6-1(a) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (such date of payment and delivery being herein referred to as the “Closing Date”). The CompanyUnless otherwise specified in the applicable Subscription Agreement, the Representative Shares will be settled (i) through the facilities of The Depository Trust Company’s DWAC system or (ii) The Depository Trust Company’s delivery versus payment (DVP) settlement service. Payment of the purchase price for the Shares shall be made in the manner set forth in the applicable Subscription Agreement by Federal Funds wire transfer, against delivery of the Shares to such persons and JPMorganChase Bankshall be registered in the name or names and shall be in such denominations as the Placement Agents may request at least one business day before the Closing Date. Payment of the purchase price for the Shares to be purchased by Investors shall be made pursuant to instructions contained in the Subscription Agreement. Prior to the Closing, as escrow agent each such Investor shall deposit with (i) the Company or (ii) the applicable Placement Agent, pursuant to the Subscription Agreement, an amount (the “Escrow AgentPurchase Amount”), have entered into an escrow agreement, dated ) equal to the product of (x) the number of Shares such Investor has agreed to purchase and (y) the Purchase Price. The aggregate of all such Purchase Amounts is herein referred to as of February 20, 2009 (the “Escrow Agreement”) pursuant Purchase Funds.” Subject to which an escrow account will be established, at the Company’s expense, for the benefit terms and conditions hereof and of the Company and Subscription Agreements, the Investors (Placement Agents shall, on the “Escrow Account”). Each of the Company and the Representative hereby agree to Closing Date, deliver to the Escrow Agent a Closing Notice in Company, by Federal Funds wire transfer, the form attached as Exhibit C Purchase Funds so held by such Placement Agent, reduced by an amount equal to the Escrow Agreement on or sum of the aggregate Agency Fee payable to each Placement Agent and each Placement Agent’s bona fide estimate of the amount, if any, of expenses for which such Placement Agent is entitled to reimbursement pursuant hereto. At least one day prior to the Closing Date, each Placement Agent shall submit to the Company its bona fide estimate of the amount, if any, of expenses for which such Placement Agent is entitled to reimbursement pursuant hereto. All such actions taken at As soon as reasonably practicable after the Closing Date, each Placement Agent shall be deemed submit to have occurred simultaneouslythe Company its expense reimbursement invoice and the Company or such Placement Agent, as applicable, shall make any necessary reconciling payment(s) within thirty days of receipt of such invoices. The Company shall remit to the Placement Agents any remaining Agency Fees or any Placement Agent’s expenses for which such Placement Agent is entitled to reimbursement.

Agreement to Act as Placement Agents; Delivery and Payment. On the basis of the representations, warranties and agreements of the Company herein contained, and subject to the terms and conditions set forth in this Agreement: (a) The Company hereby authorizes engages the Placement Agents to act as its exclusive agents in connection with the issuance and sale by the Company of the Shares (the “Offering”) to the Investors, and the Placement Agents hereby agreeAgents, as the exclusive agents of the Company, to use their to, on a reasonable best efforts to basis, solicit offers to purchase the Shares from the Company on the terms and subject to the conditions set forth in the Stock Purchase Agreement and Prospectus (as defined below). The Each Placement Agents Agent shall make commercially use reasonable best efforts to assist the Company in obtaining performance by each Investor whose offer to purchase the Shares has been was solicited by the such Placement Agents Agent and accepted by the Company, but the such Placement Agents Agent shall not, except as otherwise provided in this Agreement, have any liability to the Company in the event any such purchase is not consummated for any reason. In connection with its reasonable best efforts to solicit offers to purchase the Shares, each Placement Agent shall only communicate information regarding the Company to potential purchasers of the Shares that is consistent with the information contained in the Prospectus. Under no circumstances will the any Placement Agents Agent or any of their its affiliates be obligated to underwrite or purchase any of the Shares for their its own accounts account or otherwise provide any financing. The Each Placement Agents Agent shall act solely as the Company’s agents agent and not as principalsprincipal. The No Placement Agents Agent shall have no any authority to bind the Company with respect to any prospective offer to purchase Shares Shares, and the Company shall have the sole right to accept offers to purchase Shares and may reject any such offer, in whole or in part. . (b) As compensation for services renderedrendered by the Placement Agents hereunder, on the Closing DateDate (as defined below), the Company shall pay or cause to be paid to the Placement Agents by wire transfer of immediately available funds to an account or accounts designated by the Representative Placement Agents, an aggregate amount equal to 6.79% six percent (6.0%) of the gross proceeds received by the Company from its the sale of the Shares to Investors (the “Agency Fees”). Such amount may be deducted from the payment made by the Investor(s) to the Company and paid directly to the Placement Agents on such the Closing Date, which the Company agrees . The Agency Fees shall be allocated pursuant to an agreement among the Placement AgentsAgents such that (A) Ladenburg will receive an Agency Fee in an aggregate amount equal to five percent (5.0%) of the gross proceeds received by the Company from the sale of the Shares to those Investors designated by Ladenburg, as set forth in Schedule I hereto (the “Ladenburg-Designated Accounts”) and (B) Cxxxx-Xxxxxx will receive an Agency Fee in an aggregate amount equal to the sum of one percent (1.0%) of the gross proceeds received by the Company from the sale of the Shares to the Ladenburg-Designated Accounts and six percent (6.0%) of the gross proceeds received by the Company from the sale of the Shares to all other Investors. The Each Placement Agents agree Agent agrees that the foregoing compensation, together with any expense reimbursement payable hereunder, constitutes all of the compensation that the Placement Agents are shall be entitled to receive in connection with the Offering contemplated by this Agreementhereby. (bc) The Shares are being sold to the Investors at a price of $2.30 per share (the “Purchase Price”) as set forth on the cover page of the Prospectus (as defined below). The purchases of Shares by the Investors shall be evidenced by the execution of a Subscription the Stock Purchase Agreement by each of the parties thereto in the form attached hereto as Exhibit A. (cd) Prior to the earlier of (i) the date on which this Agreement is terminated and (ii) the Closing Date, the Company shall not, without the prior written consent of the RepresentativeLead Placement Agent, solicit or accept offers to purchase Shares shares of the Company Common Stock (other than pursuant to the exercise of options or warrants to purchase shares of Common Stock that are outstanding at the date hereofhereof or are granted in the ordinary course to directors, officers or employees of the Company under the Company’s equity incentive plans) otherwise than through the Placement Agents in accordance herewith. (de) No Shares which the Company has agreed to sell pursuant to this Agreement and the Stock Purchase Agreement shall be deemed to have been purchased and paid for, or sold by the Company, until such Shares shall have been delivered to or made available for electronic receipt by the Investor purchasing such Shares against payment therefor by such Investor. If the Company shall default in its obligations to deliver Shares to an Investor whose offer it has accepted, the Company shall indemnify and hold the Indemnified Parties (as defined below) Placement Agents harmless against any loss, claim, damage or liability directly or indirectly arising from or as a result of such the default by the CompanyCompany in accordance with the procedures set forth in Section 6(c) hereof. (ef) Payment of the purchase price for, and delivery of, of the Shares shall be made at a closing (the “Closing”) at the offices of Xxxxxx Godward Kronish LLPGxxxxxxx Mxxxxx, counsel for the CompanyThe Chrysler Building, located at 000 Xxxxxxxxxx Xxxxxx405 Lexington Avenue, 0xx Xxxxx19th Floor, Xxx XxxxxxxxxNew York, XxxxxxxxxxNew York, at 11:00 AM9:00 a.m., New York City timeEastern Time, on February 26September 19, 2009 2012 or at such other time and date as the Representative Placement Agents and the Company determine pursuant to Rule 15c6-1(a) under the Exchange Act (such date of payment and delivery being herein referred to as the “Closing Date”). The CompanyUnless otherwise specified in the Stock Purchase Agreement, the Representative and JPMorganChase Bank, as escrow agent (the “Escrow Agent”), have entered into an escrow agreement, dated as of February 20, 2009 (the “Escrow Agreement”) pursuant to which an escrow account Shares will be establishedsettled through the facilities of The Depository Trust Company’s DWAC system. Subject to the terms hereof, payment of the purchase price for the Shares shall be made to the Company in the manner set forth below by Federal Funds wire transfer, against delivery of the Shares to such persons and shall be registered in the name or names and shall be in such denominations as the Placement Agents may request at least one business day before the Closing Date. Payment of the purchase price for the Shares to be purchased by Investors shall be made by such Investors directly to the Company’s expense. Subject to the terms and conditions hereof, for on the benefit of Closing Date, the Company and shall pay to each Placement Agent the Investors (the “Escrow Account”)amount of expenses for which each such Placement Agent is entitled to reimbursement pursuant hereto. Each of the Company and the Representative hereby agree to deliver to the Escrow Agent a Closing Notice in the form attached as Exhibit C to the Escrow Agreement on or At least one day prior to the Closing Date, each Placement Agent shall submit to the Company its bona fide estimate of the amount of expenses for which it is entitled to reimbursement pursuant hereto. All such actions taken at As soon as reasonably practicable after the Closing Date, each Placement Agent shall be deemed submit to have occurred simultaneouslythe Company its expense reimbursement invoice and the Company or such Placement Agent, as applicable, shall make any necessary reconciling payment(s) within thirty days of receipt of such invoices.

Agreement to Act as Placement Agents; Delivery and Payment. On the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and conditions set forth in of this Agreement: (a) The Company hereby authorizes the Placement Agents agree to act as its the Company’s exclusive placement agents in connection with the issuance and sale sale, on a best efforts basis, by the Company of the Shares (the “Offering”) to the Investors. Upon the occurrence of the Closing (as hereinafter defined), and the Company shall pay to the Placement Agents hereby agree, as agents six and three-quarters percent (6.75%) of the Company, to use their reasonable best efforts to solicit offers to purchase total gross proceeds received by the Shares Company from the Company on sale of the terms and subject to the conditions set forth in the Prospectus (as defined below)Shares. The Company acknowledges and agrees that the Placement Agents shall make commercially reasonable efforts to assist the Company in obtaining performance by each Investor whose offer to purchase Shares has been solicited Agents’ engagement hereunder is not an agreement by the Placement Agents and accepted by the Company, but the Placement Agents shall not, except as or any of their affiliates to underwrite or purchase any securities or otherwise provided in this Agreement, have provide any liability to the Company in the event any such purchase is not consummated for any reasonfinancing. Under no circumstances will the Placement Agents or any of their affiliates be obligated to underwrite or purchase any of the Shares for their own accounts or otherwise provide any financing. The and, in soliciting purchases of Shares, the Placement Agents shall act solely as the Company’s agents and not as principalsagents. The Co-Placement Agent hereby authorizes the Joint Lead Placement Agents to take such action on its behalf and to exercise such powers under this Agreement as are provided to the Joint Lead Placement Agents by the terms hereof, together with such powers as are reasonably incidental thereto. (b) Payment of the purchase price for, and delivery of, the Shares shall be made at a closing (the “Closing”) at the offices of Mxxxxx, Xxxxx & Bxxxxxx LLP, counsel for the Company, located at Oxx Xxxxxx Xxxxxx, Xxx Xxxxxxxxx, Xxxxxxxxxx at 7:00 a.m., local time, on the third or fourth business day (as permitted under Rule 15c6-1 under the Exchange Act) after the determination of the public offering price of the Shares (such time and date of payment and delivery being herein called the “Closing Date”). All such actions taken at the Closing shall be deemed to have no authority occurred simultaneously. (c) Concurrently with the execution and delivery of this Agreement, the Company, the Placement Agents and Lxxxxxxxxx Xxxxxxx PC., as escrow agent (the “Escrow Agent”), shall enter into an escrow agreement (the “Escrow Agreement”), pursuant to bind which an escrow account (the “Escrow Account”) will be established for the benefit of the Company with respect and the Investors who desire to any prospective offer settle their purchase through the facilities of The Depository Trust Company’s DWAC system. Prior to the Closing, each such Investor shall deposit into the Escrow Account an amount equal to the product of (x) the number of Shares such Investor has agreed to purchase Shares and (y) the Company shall have purchase price per share as set forth on the sole right cover page of the Prospectus (as defined below) (the “Purchase Amount”). The aggregate of such amounts is herein referred to accept offers to purchase Shares and may reject any such offer, in whole or in partas the “Escrow Funds”. As compensation for services rendered, on On the Closing Date, the Escrow Agent will disburse the Escrow Funds to the Company shall pay or cause to be paid to and the Placement Agents as provided in the Escrow Agreement and the Company shall cause its transfer agent to deliver the Shares purchased by wire transfer such Investors. (d) Any Investor not settling its purchase of immediately available funds Shares pursuant to Section 1(c) above shall deposit its respective Purchase Amount into an account or accounts established with JMP Securities LLC. On the Closing Date, JMP Securities LLC shall, with respect to each such Investor, cause the Purchase Amount for such Shares to be wired from such accounts to an account designated by the Representative an aggregate amount equal to 6.79% Company in exchange for the delivery of the gross proceeds received by the Company from its sale of the such Investor’s Shares. (e) The Shares on such Closing Date, which the Company agrees shall be allocated pursuant to an agreement among the Placement Agents. The Placement Agents agree that the foregoing compensation, together with any expense reimbursement payable hereunder, constitutes all of the compensation that registered in such names and in such denominations as the Placement Agents are entitled shall request by written notice to receive in connection with the Offering contemplated by this AgreementCompany. (b) The purchases of Shares by the Investors shall be evidenced by the execution of a Subscription Agreement by each of the parties thereto in the form attached hereto as Exhibit A. (cf) Prior to the earlier of (i) the date on which this Agreement is terminated and (ii) the Closing Date, the Company shall not, without the prior written consent of the RepresentativeJoint Lead Placement Agents, solicit or accept offers to purchase Shares shares of its Common Stock or other equity or equity-linked securities of the Company (other than pursuant to the exercise of options or warrants to purchase shares of Common Stock that are outstanding at the date hereof) otherwise than through the Joint Lead Placement Agents in accordance herewithAgents. (d) No Shares which the Company has agreed to sell pursuant to this Agreement shall be deemed to have been purchased and paid for, or sold by the Company, until such Shares shall have been delivered to or made available for electronic receipt by the Investor purchasing such Shares against payment by such Investor. If the Company shall default in its obligations to deliver Shares to an Investor whose offer it has accepted, the Company shall indemnify and hold the Indemnified Parties (as defined below) harmless against any loss, claim, damage or liability directly or indirectly arising from or as a result of such default by the Company. (e) Payment of the purchase price for, and delivery of, the Shares shall be made at a closing (the “Closing”) at the offices of Xxxxxx Godward Kronish LLP, counsel for the Company, located at 000 Xxxxxxxxxx Xxxxxx, 0xx Xxxxx, Xxx Xxxxxxxxx, Xxxxxxxxxx, at 11:00 AM, New York City time, on February 26, 2009 or at such other time and date as the Representative and the Company determine pursuant to Rule 15c6-1(a) under the Exchange Act (such date of payment and delivery being herein referred to as the “Closing Date”). The Company, the Representative and JPMorganChase Bank, as escrow agent (the “Escrow Agent”), have entered into an escrow agreement, dated as of February 20, 2009 (the “Escrow Agreement”) pursuant to which an escrow account will be established, at the Company’s expense, for the benefit of the Company and the Investors (the “Escrow Account”). Each of the Company and the Representative hereby agree to deliver to the Escrow Agent a Closing Notice in the form attached as Exhibit C to the Escrow Agreement on or prior to the Closing Date. All such actions taken at the Closing shall be deemed to have occurred simultaneously.

Agreement to Act as Placement Agents; Delivery and Payment. On the basis of the representations, warranties and agreements of the Company herein contained, and subject to the terms and conditions set forth in this Agreement: (a) The Company hereby authorizes the Placement Agents to act as its exclusive agents in connection with the issuance and sale by the Company of the Shares (the “Offering”) to the Investors, and the Placement Agents hereby agree, as agents of the Company, to use their reasonable best efforts to solicit offers to purchase the Shares from the Company on the terms and subject to the conditions set forth in the Prospectus (as defined below). The Placement Agents shall make commercially reasonable efforts to assist the Company in obtaining performance by each Investor whose offer to purchase Shares has been solicited by the Placement Agents and accepted by the Company, but the Placement Agents shall not, except as otherwise provided in this Agreement, have any liability to the Company in the event any such purchase is not consummated for any reason. Under no circumstances will the Placement Agents or any of their affiliates be obligated to underwrite or purchase any of the Shares for their own accounts account or otherwise provide any financing. The Placement Agents shall act solely as the Company’s agents and not as principals. The Placement Agents shall have no authority to bind the Company with respect to any prospective offer to purchase Shares and the Company shall have the sole right to accept offers to purchase Shares and may reject any such offer, in whole or in part. Notwithstanding the foregoing, the Placement Agents (or their affiliates) may, solely at their discretion and without any obligation to do so, purchase Shares as principals. (b) As compensation for services rendered, on the Closing Date, the Company shall pay or cause to be paid to the Placement Agents by wire transfer of immediately available funds to an account or accounts designated by the Representative an aggregate amount equal to 6.79% six percent (6.0%) of the gross proceeds received by the Company from its sale of the Shares on such Closing Date, which the Company agrees shall be allocated pursuant to an agreement among the Placement Agents. The Placement Agents agree that the foregoing compensation, together with any expense reimbursement payable hereunder, constitutes all of the compensation that the Placement Agents are entitled to receive in connection with the Offering contemplated by this Agreement. (bc) The purchases of Shares by the Investors shall be evidenced by the execution of a Subscription Agreement by each of the parties thereto in the form attached hereto as Exhibit A. (cd) Prior to the earlier of (i) the date on which this Agreement is terminated and (ii) the Closing Date, the Company shall not, except as set forth in this Agreement, without the prior written consent of the Representative, solicit or accept offers to purchase Shares of the Company (other than pursuant to the exercise of options or warrants to purchase shares of Common Stock that are outstanding at the date hereof) otherwise than through the Placement Agents in accordance herewith. (de) No Shares which the Company has agreed to sell pursuant to this Agreement shall be deemed to have been purchased and paid for, or sold by the Company, until such Shares shall have been delivered to or made available for electronic receipt by the Investor purchasing such Shares against payment by such Investor. If the Company shall default in its obligations to deliver Shares to an Investor whose offer it has accepted, the Company shall indemnify and hold the Indemnified Parties (as defined below) harmless against any loss, claim, damage or liability directly or indirectly arising from or as a result of such default by the Company. (ef) Payment of the purchase price for, and delivery of, the Shares shall be made at a closing (the “Closing”) at the offices of Xxxxxx Godward Kronish Ropes & Xxxx LLP, counsel for the Company, located at 000 Xxxxxxxxxx Xxx Xxxxxxxxxxxxx Xxxxx, Xxxxxx, 0xx Xxxxx, Xxx Xxxxxxxxx, XxxxxxxxxxXxxxxxxxxxxxx, at 11:00 AM, New York City time, on February 26, 2009 2008 or at such other time and date as the Representative and the Company determine pursuant to Rule 15c6-1(a) under the Exchange Act (such date of payment and delivery being herein referred to as the “Closing Date”). The Company, the Representative and JPMorganChase Bank, as escrow agent (the “Escrow Agent”), shall have entered into an escrow agreement, dated as of February 20, 2009 agreement (the “Escrow Agreement”) pursuant to which an escrow account will be established, at the Company’s expense, for the benefit of the Company and the Investors (the “Escrow Account”). Each of the Company and the Representative hereby agree to deliver to the Escrow Agent a Closing Notice in the form attached as Exhibit C to the Escrow Agreement on or prior to the Closing Date. All such actions taken at the Closing shall be deemed to have occurred simultaneously.

Agreement to Act as Placement Agents; Delivery and Payment. On the basis of the representations, warranties and agreements of the Company herein contained, and subject to the terms and conditions set forth in this Agreement: (a) The Company hereby authorizes engages the Placement Agents to act as its exclusive agents in connection with the issuance and sale by the Company of the Shares (the “Offering”) to the Investors, and the Placement Agents hereby agreeAgents, as the exclusive agents of the Company, to use their to, on commercially reasonable best efforts to basis, solicit offers to purchase the Shares from the Company (other than with respect to Posco Power) on the terms and subject to the conditions set forth in the Subscription Agreements and Prospectus (as defined below). The Each Placement Agents Agent shall make use commercially reasonable efforts to assist the Company in obtaining performance by each Investor whose offer to purchase the Shares has been was solicited by the such Placement Agents Agent and accepted by the Company, but the such Placement Agents Agent shall not, except as otherwise provided in this Agreement, have any liability to the Company in the event any such purchase is not consummated for any reason. Under no circumstances will the any Placement Agents Agent or any of their its affiliates be obligated to underwrite or purchase any of the Shares for their its own accounts account or otherwise provide any financing. The Each Placement Agents Agent shall act solely as the Company’s agents agent and not as principalsprincipal. The Neither Placement Agents Agent shall have no any authority to bind the Company with respect to any prospective offer to purchase Shares and the Company shall have the sole right to accept offers to purchase Shares and may reject any such offer, in whole or in part. Each Placement Agent has the right, in its discretion, without notice to the Company, to reject any offer to purchase Shares received by it, in whole or in part, and any such rejection shall not be deemed a breach of this Agreement. LCM may utilize the expertise of Lazard Frères & Co. LLC in connection with LCM’s placement agent activities. (b) As compensation for services renderedrendered by the Placement Agents hereunder, on the Closing DateDate (as defined below), the Company shall pay or cause to be paid to the Placement Agents by wire transfer of immediately available funds to an account or accounts designated by the Representative Placement Agents, an aggregate amount equal to 6.79% six percent (6.0%) of the gross proceeds received by the Company from its the sale of the Shares to Investors other than Posco Power or its affiliates pursuant to the Posco Securities Purchase Agreement (as defined below) on such Closing Date, which Date (the “Agency Fee”). Such amount may be deducted from the payment made by the Investor(s) to the Company agrees and paid directly to the Placement Agents on the Closing Date and the Placement Agents shall be allocated pursuant to an agreement among responsible for allocating the Agency Fee between them. Each Placement Agents. The Placement Agents agree Agent agrees that the foregoing compensation, together with any expense reimbursement payable hereunder, constitutes all of the compensation that the Placement Agents are shall be entitled to receive in connection with the Offering contemplated by this Agreementhereby. (bc) The Shares are being sold to the Investors at a price of $3.59 per share (the “Purchase Price”) as set forth on the cover page of the Prospectus (as defined below). The purchases of Shares by the Investors shall be evidenced by the execution of a the Subscription Agreement Agreements by each of the parties thereto in the form attached hereto as Exhibit A. (cd) Prior to the earlier of (i) the date on which this Agreement is terminated and (ii) the Closing Date, the Company shall not, without the prior written consent of the RepresentativeCanaccord and LCM, solicit or accept offers to purchase Shares shares of the Company Common Stock (other than pursuant to the exercise of options or warrants to purchase shares of Common Stock that are outstanding at the date hereof) otherwise than (i) through the Placement Agents in accordance herewith, or (ii) pursuant to a Securities Purchase Agreement, dated June 9, 2009, by and between the Company and Posco Power (the “Posco Securities Purchase Agreement”) and Posco Power’s rights to participate in offerings by the Company as set forth in the Posco Securities Purchase Agreement. (de) No Shares which the Company has agreed to sell pursuant to this Agreement and the Subscription Agreements shall be deemed to have been purchased and paid for, or sold by the Company, until such Shares shall have been delivered to or made available for electronic receipt by the Investor purchasing such Shares against payment therefor by such Investor. If the Company shall default in its obligations to deliver Shares to an Investor whose offer it has accepted, the Company shall indemnify and hold the Indemnified Parties (as defined below) Placement Agents harmless against any loss, claim, damage or liability directly or indirectly arising from or as a result of such the default by the CompanyCompany in accordance with the procedures set forth in Section 6(c) hereof. (ef) Payment of the purchase price for, and delivery of, of the Shares shall be made at a closing (the “Closing”) at the offices of Xxxxxx Godward Kronish Xxxxxxxxx Xxxxxxx Xxxx & Xxxxx LLP, counsel for the Company, located at 000 Xxxxxxxxxx Xxxxxx, 0xx Xxxxx0000 Xxxxxx xx xxx Xxxxxxxx, Xxx XxxxxxxxxXxxx, XxxxxxxxxxXX 00000, at 11:00 AM10:00 a.m., New York City local time, on February 26June 19, 2009 or at such other time and date as the Representative Placement Agents and the Company determine pursuant to Rule 15c6-1(a) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (such date of payment and delivery being herein referred to as the “Closing Date”). Unless otherwise specified in the applicable Subscription Agreement, the Shares will be settled through the facilities of The Depository Trust Company’s DWAC system. Concurrently with the execution and delivery of this Agreement, the Company, the Representative Placement Agents and JPMorganChase JPMorgan Chase Bank, N.A., as escrow agent (the “Escrow Agent”), have entered shall enter into an escrow agreement, dated as of February 20, 2009 agreement (the “Escrow Agreement”) ), pursuant to which an escrow account (the “Escrow Account”) will be established, at the Company’s expense, established for the benefit of the Company and the Investors. Subject to the terms hereof and of the Escrow Agreement, payment of the purchase price for the Shares shall be made to the Company in the manner set forth below by Federal Funds wire transfer, against delivery of the Shares to such persons and shall be registered in the name or names and shall be in such denominations as the Placement Agents may request at least one business day before the Closing Date. Payment of the purchase price for the Shares to be purchased by Investors shall be made by such Investors directly to the Escrow Agent and the Escrow Agent agrees to hold such purchase price in escrow in accordance herewith. Prior to the Closing, each such Investor shall deposit into the Escrow Account an amount (the “Purchase Amount”) equal to the product of (x) the number of Shares such Investor has agreed to purchase and (y) the Purchase Price. The aggregate of all such Purchase Amounts is herein referred to as the “Escrow Account”)Funds.” Subject to the terms and conditions hereof and of the Subscription Agreements and the Escrow Agreement, the Escrow Agent shall, on the Closing Date, deliver to the Company, by Federal Funds wire transfer, the Escrow Funds so held by such person in escrow, reduced by an amount equal to the sum of the aggregate Agency Fee payable to each Placement Agent and each Placement Agent’s bona fide estimate of the amount, if any, of expenses for which such Placement Agent is entitled to reimbursement pursuant hereto. Each of the Company and the Representative each Placement Agent hereby agree to deliver to the Escrow Agent a Closing Notice in the form attached as Exhibit C to the Escrow Agreement on or at least one day prior to the Closing Date. All such actions taken at At least one day prior to the Closing Date, each Placement Agent shall be deemed submit to have occurred simultaneouslythe Company its bona fide estimate of the amount, if any, of expenses for which such Placement Agent is entitled to reimbursement pursuant hereto. As soon as reasonably practicable after the Closing Date, each Placement Agent shall submit to the Company its expense reimbursement invoice and the Company or such Placement Agent, as applicable, shall make any necessary reconciling payment(s) within thirty days of receipt of such invoices.

Agreement to Act as Placement Agents; Delivery and Payment. On the basis of the representations, warranties and agreements of the Company herein contained, and subject to the terms and conditions set forth in this Agreement: (a) The Company hereby authorizes engages the Placement Agents to act as its exclusive placement agents in connection with the issuance and sale by the Company of the Shares (the “Offering”) to the Investors, Investors (other than in connection with the issuance and sale by the Company of Shares to H.B.K. Investments and those entities over whom H.B.K. Investments has the power to govern the financial and operating policies or to appoint the management of) and the Placement Agents hereby agree, as agents of the Company, to use their reasonable best efforts to solicit offers to purchase the Shares from the Company on upon the terms and subject to the conditions set forth in the Prospectus (as defined belowhereinafter defined). The Placement Agents shall make commercially reasonable efforts to assist Upon the Company in obtaining performance by each Investor whose offer to purchase Shares has been solicited by the Placement Agents and accepted by the Company, but the Placement Agents shall not, except as otherwise provided in this Agreement, have any liability to the Company in the event any such purchase is not consummated for any reason. Under no circumstances will the Placement Agents or any of their affiliates be obligated to underwrite or purchase any occurrence of the Shares for their own accounts or otherwise provide any financing. The Placement Agents shall act solely Closing (as the Company’s agents and not as principals. The Placement Agents shall have no authority to bind the Company with respect to any prospective offer to purchase Shares and the Company shall have the sole right to accept offers to purchase Shares and may reject any such offer, in whole or in part. As compensation for services rendered, on the Closing Datehereinafter defined), the Company shall pay or cause to be paid to the Placement Agents Agents, by wire transfer of immediately available funds payable to the order of the Placement Agents, to an account or accounts designated by the Representative Placement Agents, an aggregate amount equal to 6.79% of six percent (6.0%) of the gross proceeds received by the Company from its sale of the Shares on such Closing Date, which the Company agrees shall be allocated pursuant to an agreement among the Placement AgentsShares. The Placement Agents agree that the foregoing compensation, together with any expense reimbursement payable hereunder, constitutes all of the compensation that the Placement Agents are entitled to receive in connection with the Offering contemplated by this Agreement. (b) The purchases of Shares by the Investors shall be evidenced by the execution of a Subscription Agreement by each of the parties thereto in the form attached hereto as Exhibit A. (c) Prior to the earlier of (i) the date on which this Agreement is terminated and (ii) the Closing DateDate (as hereinafter defined), the Company shall not, without the prior written consent of the Representative, solicit or accept offers to purchase Shares of the Company (other than pursuant to the exercise of options or warrants to purchase shares of Common Stock that are outstanding at the date hereof) otherwise than through the Placement Agents in accordance herewith. (b) The Company expressly acknowledges and agrees that the Placement Agents’ obligations hereunder are on a best efforts basis and this Agreement shall not give rise to a commitment by the Placement Agents or any of their affiliates to underwrite or purchase any of the Shares or otherwise provide any financing, and the Placement Agents shall have no authority to (and agree not to purport to) bind the Company in respect of the sale of any Shares. The sale of the Shares shall be made pursuant to the subscription terms in the form included as Exhibit A hereto (the “Subscription Terms”). The Company shall have the sole right to accept offers to purchase the Shares and may reject any such offer in whole or in part, and, except as set forth in Section 4 hereof, in no event shall fees be payable on any proposed purchase which is rejected for any reason or which otherwise does not close for any reason. Notwithstanding the foregoing, it is understood and agreed that the Placement Agents or any of their affiliates may, solely at their discretion and without any obligation to do so, purchase Shares as principals; provided, however, that any such purchases by the Placement Agents (or their affiliates) shall be fully disclosed to the Company and approved by the Company in accordance with the previous sentence. (c) Concurrently with the execution and delivery of this Agreement, the Company, the Placement Agents and Lxxxxxxxxx Xxxxxxx PC, as escrow agent (the “Escrow Agent”), shall enter into an escrow agreement (the “Escrow Agreement”), pursuant to which an escrow account (the “Escrow Account”) will be established for the benefit of the Company and the Investors who settle their purchases through the facilities of The Depository Trust Company’s DWAC system. Prior to the Closing Date (as hereinafter defined), each such Investor shall deposit into the Escrow Account an amount equal to the product of (x) the number of Shares such Investor has agreed to purchase and (y) the purchase price per share as set forth on the cover page of the Prospectus (the “Purchase Amount”). The aggregate of all such Purchase Amounts is herein referred to as the “Escrow Funds.” On the Closing Date, the Escrow Agent will disburse the Escrow Funds from the Escrow Account to the Company and the Placement Agents as provided in the Escrow Agreement, and the Company shall cause its transfer agent to deliver the Shares purchased by such Investors, which delivery may be made through the facilities of The Depository Trust Company’s DWAC system. (d) Payment of the purchase price for, and delivery of, the Shares shall be made at a closing (the “Closing”) at the offices of Hxxxxx Exxxxx LLP, counsel for the Company, located at 4000 Xx Xxxxx Xxxxxxx Xxxxx, 0xx Xxxxx, Xxx Xxxxx, Xxxxxxxxxx, at 10:00 a.m., Eastern Standard Time, on the third or fourth business day (as permitted under Rule 15c6-1 under the Securities Exchange Act of 1934, as amended (collectively with the rules and regulations promulgated thereunder, the “Exchange Act”)) after the determination of the public offering price of the Shares (such date of payment and delivery being herein called the “Closing Date”). All such actions taken at the Closing shall be deemed to have occurred simultaneously. No Shares which the Company has agreed to sell pursuant to this Agreement and the Subscription Terms shall be deemed to have been purchased and paid for, or sold by the Company, until such Shares shall have been delivered to or made available for electronic receipt by the Investor purchasing such Shares thereof against payment therefore by such Investor. If the Company shall default in its obligations to deliver Shares to an Investor whose offer it has accepted, the Company shall indemnify and hold the Indemnified Parties (as defined below) Placement Agents harmless against any loss, claim, claim or damage or liability directly or indirectly arising from or as a result of such default by the Company. (e) Payment of the purchase price for, and delivery of, the The Shares shall be made at a closing (registered in such names and in such denominations as the “Closing”) at the offices of Xxxxxx Godward Kronish LLP, counsel for Placement Agents shall request by written notice to the Company, located at 000 Xxxxxxxxxx Xxxxxx, 0xx Xxxxx, Xxx Xxxxxxxxx, Xxxxxxxxxx, at 11:00 AM, New York City time, on February 26, 2009 or at such other time and date as the Representative and the Company determine . (f) Any Investor not settling its purchase of Shares pursuant to Rule 15c6-1(aSection 1(c) under the Exchange Act (such date of payment and delivery being herein referred to as the “Closing Date”). The Company, the Representative and JPMorganChase Bank, as escrow agent (the “Escrow Agent”), have entered above shall deposit its respective Purchase Amount into an escrow agreement, dated as account or accounts established with its prime broker for purposes of February 20, 2009 (settling the “Escrow Agreement”) pursuant to which an escrow account will be established, at Shares through the Company’s expense, for the benefit of the Company and the Investors (the “Escrow Account”)Placement Agents by delivery versus payment. Each of the Company and the Representative hereby agree to deliver to the Escrow Agent a Closing Notice in the form attached as Exhibit C to the Escrow Agreement on or prior to On the Closing Date. All , the Placement Agent shall, with respect to each such actions taken at Investor, cause the Closing shall Purchase Amount for such Shares to be deemed wired to have occurred simultaneouslyan account designated by the Company in exchange for the release of such Investor’s Shares.

Agreement to Act as Placement Agents; Delivery and Payment. On the basis of the representations, warranties and agreements of the Company herein contained, and subject to the terms and conditions set forth in this Agreement: (a) The Company hereby authorizes engages the Placement Agents to act as its exclusive agents in connection with the issuance and sale by the Company of the Shares (the “Offering”) to the Investors, and the Placement Agents hereby agreeAgents, as the exclusive agents of the Company, to use their to, on a commercially reasonable best efforts to basis, solicit offers to purchase the Shares from the Company on the terms and subject to the conditions set forth in the Subscription Agreements and Prospectus (as defined below). The Each Placement Agents Agent shall make use commercially reasonable efforts to assist the Company in obtaining performance by each Investor whose offer to purchase the Shares has been was solicited by the such Placement Agents Agent and accepted by the Company, but the such Placement Agents Agent shall not, except as otherwise provided in this Agreement, have any liability to the Company in the event any such purchase is not consummated for any reason. In connection with its commercially reasonable efforts to solicit offers to purchase the Shares, the Placement Agents shall only communicate information regarding the Company to potential purchasers of the Shares that is consistent with the information contained in the Prospectus. Under no circumstances will the any Placement Agents Agent or any of their its affiliates be obligated to underwrite or purchase any of the Shares for their its own accounts account or otherwise provide any financing. The Each Placement Agents Agent shall act solely as the Company’s agents agent and not as principalsprincipal. The No Placement Agents Agent shall have no any authority to bind the Company with respect to any prospective offer to purchase Shares Shares, and the Company shall have the sole right to accept offers to purchase Shares and may reject any such offer, in whole or in part. Each Placement Agent has the right, in its discretion, without notice to the Company, to reject any offer to purchase Shares received by it, in whole or in part, and any such rejection shall not be deemed a breach of this Agreement. (b) As compensation for services renderedrendered by the Placement Agents hereunder, on the Closing DateDate (as defined below), the Company shall pay or cause to be paid to the Placement Agents by wire transfer of immediately available funds to an account or accounts designated by the Representative Placement Agent, an aggregate amount equal to 6.79% six percent (6.0%) of the gross proceeds received by the Company from its the sale of the Shares to Investors (the “Agency Fee”). Such amount may be deducted from the payment made by the Investor(s) to the Company and paid directly to the Placement Agents on such the Closing Date, which the Company agrees . The Agency Fee shall be allocated pursuant to an agreement among the Placement AgentsAgents pursuant to Schedule I hereto. The Each Placement Agents agree Agent agrees that the foregoing compensation, together with any expense reimbursement payable hereunder, constitutes all of the compensation that the Placement Agents are shall be entitled to receive in connection with the Offering contemplated by this Agreementhereby. The Placement Agents may allow concessions, or pay commissions, to other dealers participating in the offering of the Shares. (bc) The Shares are being sold to the Investors at a price of $2.15 per share (the “Purchase Price”) as set forth on the cover page of the Prospectus (as defined below). The purchases of Shares by the Investors shall be evidenced by the execution of a the Subscription Agreement Agreements by each of the parties thereto in the form attached hereto as Exhibit A. (cd) Prior to the earlier of (i) the date on which this Agreement is terminated and (ii) the Closing Date, the Company shall not, without the prior written consent of the RepresentativeLead Placement Agent, solicit or accept offers to purchase Shares shares of the Company Common Stock (other than pursuant to the exercise of options or warrants to purchase shares of Common Stock that are outstanding at the date hereofhereof or are granted in the ordinary course to directors, officers or employees of the Company under the Company’s equity incentive plans) otherwise than through the Placement Agents in accordance herewith. (de) No Shares which the Company has agreed to sell pursuant to this Agreement and the Subscription Agreements shall be deemed to have been purchased and paid for, or sold by the Company, until such Shares shall have been delivered to or made available for electronic receipt by the Investor purchasing such Shares against payment therefor by such Investor. If the Company shall default in its obligations to deliver Shares to an Investor whose offer it has accepted, the Company shall indemnify and hold the Indemnified Parties (as defined below) Placement Agents harmless against any loss, claim, damage or liability directly or indirectly arising from or as a result of such the default by the CompanyCompany in accordance with the procedures set forth in Section 6(c) hereof. (ef) Payment of the purchase price for, and delivery of, of the Shares shall be made at a closing (the “Closing”) at the offices of Xxxxxx Godward Kronish Faegre Xxxxx Xxxxxxx LLP, counsel for the Company, located at 000 Xxxxxxxxxx Xxxxxx0000 Xxxxx Xxxxx Center, 0xx XxxxxMinneapolis, Xxx Xxxxxxxxx, XxxxxxxxxxMN 55402-3901, at 11:00 AM10:00 a.m., New York City time, on February 26December 16, 2009 2013 or at such other time and date as the Representative Placement Agents and the Company determine pursuant to Rule 15c6-1(a) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (such date of payment and delivery being herein referred to as the “Closing Date”). The CompanyUnless otherwise specified in the applicable Subscription Agreement, the Representative and JPMorganChase Bank, as escrow agent (the “Escrow Agent”), have entered into an escrow agreement, dated as of February 20, 2009 (the “Escrow Agreement”) pursuant to which an escrow account Shares will be establishedsettled through the facilities of The Depository Trust Company’s DWAC system. Subject to the terms hereof, payment of the purchase price for the Shares shall be made to the Company in the manner set forth below by Federal Funds wire transfer, against delivery of the Shares to such persons and shall be registered in the name or names and shall be in such denominations as the Placement Agents may request at least one business day before the Closing Date. Payment of the purchase price for the Shares to be purchased by Investors shall be made by such Investors directly to the Company’s expense. Subject to the terms and conditions hereof, for on the benefit of Closing Date, the Company and shall pay to each Placement Agent the Investors (the “Escrow Account”)amount of expenses for which each such Placement Agent is entitled to reimbursement pursuant hereto. Each of the Company and the Representative hereby agree to deliver to the Escrow Agent a Closing Notice in the form attached as Exhibit C to the Escrow Agreement on or At least one day prior to the Closing Date, each Placement Agent shall submit to the Company its bona fide estimate of the amount of expenses for which it is entitled to reimbursement pursuant hereto. All such actions taken at As soon as reasonably practicable after the Closing Date, each Placement Agent shall be deemed submit to have occurred simultaneouslythe Company its expense reimbursement invoice and the Company or such Placement Agent, as applicable, shall make any necessary reconciling payment(s) within thirty days of receipt of such invoices.

Agreement to Act as Placement Agents; Delivery and Payment. On the basis of the representations, warranties and agreements of the Company herein containedcontained in, and subject to the terms and conditions set forth in of, this Agreement: (a) The Company hereby authorizes the Each Placement Agents Agent agrees to act as its the Company’s exclusive agents placement agent in connection with the issuance offer and sale sale, on a best efforts basis, by the Company of the Shares (the “Offering”) Securities to the Investors, . The Company acknowledges and agrees that the Placement Agents hereby agree, as agents Agents’ engagement hereunder is not an agreement by such Placement Agent or any of the Company, to use their reasonable best efforts to solicit offers to purchase the Shares from the Company on the terms and subject to the conditions set forth in the Prospectus its Affiliates (as defined below). The Placement Agents shall make commercially reasonable efforts to assist the Company in obtaining performance by each Investor whose offer to purchase Shares has been solicited by the Placement Agents and accepted by the Company, but the Placement Agents shall not, except as otherwise provided in this Agreement, have any liability to the Company in the event any such purchase is not consummated for any reason. Under no circumstances will the Placement Agents or any of their affiliates be obligated ) to underwrite or purchase any of the Shares for their own accounts securities or otherwise provide any financing. The Each Placement Agent may offer and sell the Securities for the account of the Company through registered or qualified broker-dealers selected by it (referred to hereafter as “Selected Dealers”) and pursuant to a form of selling agreement, pursuant to which the Placement Agents shall act solely as the Company’s agents and not as principalsmay allow a concession out of commission. The term “Affiliate” means any Person (as defined below) that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a Person, as such terms are used in and construed under Rule 144 under the Securities Act of 1933, as amended (the “1933 Act”). The term “Person” means any individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company or joint stock company. The Selected Dealers shall be members of the National Association of Securities Dealers, Inc. (“NASD”). All Selected Dealers shall be registered or qualified, as applicable, in the relevant jurisdictions in which offers and sales of the Securities are made through such Selected Dealers, if such registration or qualification is required. All offers and sales by the Selected Dealers shall be as agents for such Placement Agent. All Selected Dealers shall agree in writing to comply with all the obligations of the Placement Agents shall have no authority to bind set forth in this Agreement in connection with the Company with respect to any prospective offer to purchase Shares and sale of the Company shall have the sole right to accept offers to purchase Shares and may reject any such offer, in whole or in partSecurities. As compensation for its services rendered, on the Closing Datehereunder, the Company shall agrees to pay or cause to be paid to the Placement Agents Dxxxxxx Xxxx & Co., LLC (“Dxxxxxx Xxxx”) by wire transfer of immediately available funds to an account or accounts designated by the Representative an aggregate amount equal to 6.79(a) 4.6% of the aggregate gross proceeds received by the Company from its the sale of the Shares Securities on such each Closing Date, which the Company agrees shall be allocated pursuant to an agreement among the Placement Agents. The Placement Agents agree that the foregoing compensation, together with any expense reimbursement payable hereunder, constitutes all of the compensation that the Placement Agents are entitled to receive in connection with the Offering contemplated by this Agreement. (b) The purchases of Shares by the Investors shall be evidenced by the execution of a Subscription Agreement by each of the parties thereto in the form attached hereto as Exhibit A. (c) Prior to the earlier of (i) the date on which this Agreement is terminated and (ii) the Closing Date, the Company shall not, without the prior written consent of the Representative, solicit or accept offers to purchase Shares of the Company (other than pursuant to the exercise of options or warrants to purchase shares of Common Stock that are outstanding at the date hereof) otherwise than through the Placement Agents in accordance herewith. (d) No Shares which the Company has agreed to sell pursuant to this Agreement shall be deemed to have been purchased and paid for, or sold by the Company, until such Shares shall have been delivered to or made available for electronic receipt by the Investor purchasing such Shares against payment by such Investor. If the Company shall default in its obligations to deliver Shares to an Investor whose offer it has accepted, the Company shall indemnify and hold the Indemnified Parties Date (as defined below) harmless against and (b) 4.6% of the aggregate gross proceeds received by the Company from the exercise of each Warrant at the time of such exercise (the “Placement Fee”); provided, that in each case, the Placement Agent will not receive such fees with respect to the sale of Securities to, or the exercise of Warrants received on the Closing Date by, Qxxxxxxx Maritime Partners, L.P., First Reserve Corporation, AMCI International, Inc., Cxxxxx X. Xxxxxxxxx III, Sxxxxxxx Xxxxxxx, Nxxxx Xxxxxxxxxxxxx, Pxxx Xxxxxxx, Sxxxx Xxxxxx or any lossof their respective Affiliates (the “Founders”) or King Street Capital Management, claim, damage LLC or liability funds directly or indirectly arising from or as managed by it; provided further, that Dxxxxxx Xxxx will pay a result portion of such default by the Company. Placement Fee to Fortis Securities, LLC (e) Payment of the purchase price for, and delivery of, the Shares shall be made at a closing (the “ClosingFortis”) at the offices of Xxxxxx Godward Kronish LLP, counsel for the Company, located at 000 Xxxxxxxxxx Xxxxxx, 0xx Xxxxx, Xxx Xxxxxxxxx, Xxxxxxxxxx, at 11:00 AM, New York City time, on February 26, 2009 or at such other time and date as the Representative and the Company determine pursuant to Rule 15c6-1(a) under the Exchange Act (such date of payment and delivery being herein referred to as the “Closing Date”). The Company, the Representative and JPMorganChase Bank, as escrow agent (the “Escrow Agent”), have entered into an escrow agreementin accordance with that certain side letter, dated as of February 20the date hereof, 2009 (the “Escrow Agreement”) pursuant to between Dxxxxxx Xxxx and Fortis, which an escrow account will be established, at the Company’s expense, for the benefit of the Company and the Investors (the “Escrow Account”). Each of the Company and the Representative is hereby agree to deliver to the Escrow Agent a Closing Notice in the form attached as Exhibit C to the Escrow Agreement on or prior to the Closing Date. All such actions taken at the Closing shall be deemed to have occurred simultaneouslyincorporated by reference.

Agreement to Act as Placement Agents; Delivery and Payment. On the basis of the representations, warranties and agreements of the Company herein contained, and subject to the terms and conditions set forth in this Agreement: (a) The Company hereby authorizes the Placement Agents to act as its exclusive agents in connection with the issuance and sale sale, by the Company Company, of the Shares (the “Offering”) to the Investors, Investors and the Placement Agents hereby agree, as agents of the Company, to use their reasonable best efforts to solicit offers to purchase all or part of the Shares from the Company on upon the terms and subject to the conditions set forth in the Prospectus (as defined below). The Placement Agents shall make commercially reasonable efforts to assist the Company in obtaining performance by each Investor whose offer to purchase Shares has been solicited by the Placement Agents and accepted by the Company, but the Placement Agents shall not, except as otherwise provided in this Agreement, have any liability to the Company in the event any such purchase is not consummated for any reason. Under no circumstances will the Placement Agents or any of their affiliates be obligated to underwrite or purchase any of the Shares for their own accounts or otherwise provide any financing. The Placement Agents shall act solely as the Company’s agents and not as principals. The Placement Agents shall have no authority to bind the Company with respect to any prospective offer to purchase Shares and the Company shall have the sole right to accept offers to purchase Shares and may reject any such offer, in whole or in part. . (b) As compensation for services rendered, on the Closing Date, the Company shall pay or cause to be paid to the Placement Agents by wire transfer of immediately available funds to an account or accounts designated by the Representative Representatives, an aggregate amount equal to 6.79% six percent (6.0%) of the gross proceeds received by the Company from its sale of the Shares on such Closing Date, which Date (the Company agrees shall be allocated pursuant to an agreement among the Placement Agents“Agency Fee”). The Placement Agents agree that the foregoing compensation, together with any expense reimbursement payable hereunder, constitutes all of the cash compensation that the Placement Agents are shall be entitled to receive in connection with the Offering contemplated by this Agreementhereby. (bc) The purchases of Shares by the Investors shall be evidenced by the execution of a the Subscription Agreement Agreements by each of the parties thereto in the form attached hereto as Exhibit A. (cd) Prior to the earlier of (i) the date on which this Agreement is terminated and (ii) the Closing Date, the Company shall not, without the prior written consent of the RepresentativeRepresentatives, solicit or accept offers to purchase Shares of the Company (other than pursuant to the exercise of options or warrants to purchase shares of Common Stock that are outstanding at the date hereof) otherwise than through the Placement Agents in accordance herewith. (de) No Shares which the Company has agreed to sell pursuant to this Agreement shall be deemed to have been purchased and paid for, or sold by the Company, until such Shares shall have been delivered to or made available for electronic receipt by the Investor purchasing such Shares against payment by such Investor. If the Company shall default in its obligations to deliver Shares to an Investor whose offer it has accepted, the Company shall indemnify and hold the Indemnified Parties Placement Agents (as defined below) harmless against any loss, claim, damage or liability directly or indirectly arising from or as a result of such default by the Company. (ef) Payment of the purchase price for, and delivery of, the Shares shall be made at a closing (the “Closing”) at the offices of Xxxxxx Godward Kronish Mxxxxx, Xxxxx & Bxxxxxx LLP, counsel for the Company, located at 000 Xxxxxxxxxx XxxxxxOne Market Street, 0xx XxxxxSan Francisco, Xxx Xxxxxxxxx, XxxxxxxxxxCalifornia, at 11:00 AM10:00 a.m., New York City local time, on February 26July 20, 2009 2007 or at such other time and date as the Representative Representatives and the Company determine pursuant to Rule 15c6-1(a) under the Exchange Act (such date of payment and delivery being herein referred to as the “Closing Date”). The Company, the Representative Representatives and JPMorganChase Bank, as escrow agent (the “Escrow Agent”), shall have entered into an escrow agreement, dated as of February 20July 16, 2009 2007 (the “Escrow Agreement”) pursuant to which an escrow account will be established, at the Company’s expense, for the benefit of the Company and the Investors (the “Escrow Account”). Subject to the terms hereof and of the Escrow Agreement, payment of the purchase price for the Shares shall be made to the Company in the manner set forth below by Federal Funds wire transfer, against delivery of the Shares to such persons and shall be registered in the name or names and shall be in such denominations as the Representatives may request at least one business day before the Closing Date. Payment of the purchase price for the Shares to be purchased by Investors shall be made by such Investors directly to the Escrow Agent by depositing such amount into the Escrow Account and the Escrow Agent agrees to hold such purchase price in escrow in accordance herewith. Subject to the terms and conditions hereof and of the Subscription Agreements and the Escrow Agreement, the Escrow Agent shall, on the Closing Date, deliver to the Company, by Federal Funds wire transfer, the aggregate purchase price so held in escrow, reduced by an amount equal to the sum of the aggregate Agency Fee payable to the Placement Agents and the amount, if any, of expenses for which the Placement Agents are entitled to reimbursement pursuant hereto. Each of the Company and the Representative Representatives hereby agree to deliver to the Escrow Agent a Closing Notice in the form attached as Exhibit C to the Escrow Agreement on or at least one day prior to the Closing Date. All such actions taken at At least one day prior to the Closing Date, the Placement Agents shall be deemed submit to have occurred simultaneouslythe Company their bona fide estimate of the amount, if any, of expenses for which such Placement Agents are entitled to reimbursement pursuant hereto. As soon as reasonably practicable after the Closing Date, the Placement Agents shall submit to the Company their expense reimbursement invoice and the Company or the Placement Agents, as applicable, shall make any necessary reconciling payment(s) within thirty days of receipt of such invoices. (g) With respect to any Investor that is a registered investment company and is not settling its purchase of Shares pursuant to Section 1(f) above, on the Closing Date, the Company shall cause the Transfer Agent to electronically deliver the Shares purchased by such Investor to the account designated by such Investor and, upon receipt by such Investor of such Shares, such Investor shall wire, in immediately available funds, the Purchase Amount for such Shares to an account designated by the Company.

Agreement to Act as Placement Agents; Delivery and Payment. On the basis of the representations, warranties and agreements of the Company herein contained, and subject to the terms and conditions set forth in this Agreement: (a) The Company hereby authorizes engages the Placement Agents to act as its exclusive agents in connection with the issuance and sale by the Company of the Shares (the “Offering”) to the Investors, and the Placement Agents hereby agreeAgents, as agents of the Company, to use their to, on commercially reasonable best efforts to basis, solicit offers to purchase the Shares Securities from the Company on the terms and subject to the conditions set forth in the Prospectus (as defined below). The Each Placement Agents Agent shall make use commercially reasonable efforts to assist the Company in obtaining performance by each Investor whose offer to purchase Shares has been the Securities was solicited by the such Placement Agents Agent and accepted by the Company, but the Placement Agents shall not, except as otherwise provided in this Agreement, have any liability to the Company in the event any such purchase is not consummated for any reason. Under no circumstances will the any Placement Agents Agent or any of their affiliates be obligated to underwrite or purchase any of the Shares Securities for their own accounts account or otherwise provide any financing. The Each Placement Agents Agent shall act solely as the Company’s agents agent and not as principalsprincipal. The Neither Placement Agents Agent shall have no any authority to bind the Company with respect to any prospective offer to purchase Shares Securities and the Company shall have the sole right to accept offers to purchase Shares Securities and may reject any such offer, in whole or in part. Notwithstanding the foregoing, it is understood and agreed that each Placement Agent (or its affiliates) may, solely in its discretion and without any obligation to do so, purchase Securities as principal. (b) As compensation for services renderedrendered by the Placement Agents hereunder, on the Closing DateDate (as defined below), the Company shall pay or cause to be paid to the Placement Agents by wire transfer of immediately available funds to an account or accounts designated by the Representative Lead Placement Agent, an aggregate amount equal to 6.79% six percent (6.0%) of the gross proceeds received by the Company from its sale of the Shares Securities on such Closing DateDate (the “Agency Fee”), which with seventy percent (70%) of the Agency Fee payable to Canaccord and thirty percent (30%) of the Agency Fee payable to ThinkEquity. Such gross purchase price does not include any consideration that may be paid to the Company in the future upon exercise of the Warrants. Each Placement Agent agrees shall be allocated pursuant to an agreement among the Placement Agents. The Placement Agents agree that the foregoing compensation, together with any expense reimbursement payable hereunder, constitutes all of the cash compensation that the such Placement Agents are Agent shall be entitled to receive in connection with the Offering contemplated by this Agreementhereby. (bc) The Securities are being sold to the Investors at a price of $3.70 per unit (the “Purchase Price”) as set forth on the cover page of the Prospectus (as defined below). The purchases of Shares Securities by the Investors shall be evidenced by the execution of a the Subscription Agreement Agreements by each of the parties thereto in the form attached hereto as Exhibit A. (cd) Prior to the earlier of (i) the date on which this Agreement is terminated and (ii) the Closing Date, the Company shall not, without the prior written consent of the RepresentativeLead Placement Agent, solicit or accept offers to purchase Shares Securities of the Company (other than pursuant to the exercise of options or warrants to purchase shares of Common Stock that are outstanding at the date hereof) otherwise than through the Placement Agents in accordance herewith. (de) No Shares Securities which the Company has agreed to sell pursuant to this Agreement and the Subscription Agreements shall be deemed to have been purchased and paid for, or sold by the Company, until such Shares Securities shall have been delivered to or made available for electronic receipt by the Investor purchasing such Shares Securities against payment therefor by such Investor. If the Company shall default in its obligations to deliver Shares Securities to an Investor whose offer it has accepted, the Company shall indemnify and hold the Indemnified Parties (as defined below) each Placement Agent harmless against any loss, claim, damage or liability directly or indirectly arising from or as a result of such default by the CompanyCompany in accordance with the procedures set forth in Section 6(c) hereof. (ef) Payment of the purchase price for, and delivery of, of the Shares Securities shall be made at a closing (the “Closing”) at the offices of Xxxxxxx Xxxxxx Godward Kronish LLP, counsel for the Company, located at 000 Xxxxxxxxxx Xxxxxxxxx Xxxxxx, 0xx XxxxxXxx Xxxx, Xxx Xxxxxxxxx, XxxxxxxxxxXxxx, at 11:00 AM10:00 a.m., New York City local time, on February 26September 21, 2009 2007 or at such other time and date as the Representative Lead Placement Agent and the Company determine pursuant to Rule 15c6-1(a) under the Securities Exchange Act of 1934, as amended (such the “Exchange Act”)(such date of payment and delivery being herein referred to as the “Closing Date”). Unless otherwise specified in the applicable Subscription Agreement, the Shares will be settled through the facilities of The Depository Trust Company’s DWAC system and the Warrants will be issued in registered physical form. Concurrently with the execution and delivery of this Agreement, the Company, the Representative Placement Agents and JPMorganChase JPMorgan Chase Bank, N.A., as escrow agent (the “Escrow Agent”), have entered shall enter into an escrow agreement, dated as of February 20, 2009 agreement (the “Escrow Agreement”) ), pursuant to which an escrow account (the “Escrow Account”) will be established, at the Company’s expense, established for the benefit of the Company and the Investors. Subject to the terms hereof and of the Escrow Agreement, payment of the purchase price for the Securities shall be made to the Company in the manner set forth below by Federal Funds wire transfer, against delivery of the Securities to such persons and shall be registered in the name or names and shall be in such denominations as the Placement Agents may request at least one business day before the Closing Date. Payment of the purchase price for the Securities to be purchased by Investors shall be made by such Investors directly to the Escrow Agent and the Escrow Agent agrees to hold such purchase price in escrow in accordance herewith. Prior to the Closing, each such Investor shall deposit into the Escrow Account an amount (the “Purchase Amount”) equal to the product of (x) the number of Securities such Investor has agreed to purchase and (y) the Purchase Price. The aggregate of all such Purchase Amounts is herein referred to as the “Escrow Account”)Funds.” Subject to the terms and conditions hereof and of the Subscription Agreements and the Escrow Agreement, the Escrow Agent shall, on the Closing Date, deliver to the Company, by Federal Funds wire transfer, the Escrow Funds so held by such person in escrow, reduced by an amount equal to the sum of the aggregate Agency Fee payable to each Placement Agent and each Placement Agent’s bona fide estimate of the amount, if any, of expenses for which such Placement Agent is entitled to reimbursement pursuant hereto. Each of the Company and the Representative each Placement Agent hereby agree to deliver to the Escrow Agent a Closing Notice in the form attached as Exhibit C to the Escrow Agreement on or at least one day prior to the Closing Date. All such actions taken at At least one day prior to the Closing Date, each Placement Agent shall be deemed submit to have occurred simultaneouslythe Company its bona fide estimate of the amount, if any, of expenses for which such Placement Agent is entitled to reimbursement pursuant hereto. As soon as reasonably practicable after the Closing Date, each Placement Agent shall submit to the Company its expense reimbursement invoice and the Company or such Placement Agent, as applicable, shall make any necessary reconciling payment(s) within thirty days of receipt of such invoices.

Agreement to Act as Placement Agents; Delivery and Payment. On the basis of the representations, warranties and agreements of the Company herein contained, and but subject to the terms and conditions herein set forth in this Agreement: (a) The Company hereby authorizes forth, the Placement Agents agree to act as its the Company’s exclusive placement agents to assist the Company, on a best efforts basis, in connection with the proposed issuance and sale by the Company of the Shares Securities to the Investors. The Company expressly acknowledges and agrees that this Agreement does not in any way constitute a commitment by the Placement Agents or either of them to purchase any of the Securities and does not ensure successful placement of the Securities or any portion thereof. The Company shall pay to the Placement Agents concurrently with the Closing (as defined below) an aggregate of (i) an amount in cash equal to 7.0% of the gross purchase price of the Securities, which gross purchase price does not include any consideration that may be paid to the Company in the future upon exercise of the Offered Warrants, and (ii) such number of Common Stock purchase warrants (the “OfferingPlacement Warrants”) equal to the Investors, and the Placement Agents hereby agree, as agents 8% of the Company, to use their reasonable best efforts to solicit offers to purchase the number of Offered Common Shares purchased from the Company on (collectively with the cash amount set forth in (i) above, the “Placement Fee”). The terms of the Placement Warrants shall be identical to the terms of the Offered Warrants. The shares of Common Stock issuable upon exercise of the Placement Warrants are hereinafter referred to as the “Placement Warrant Shares.” The Placement Fee shall be split equally between COMW and subject to FBW. Upon satisfaction of the conditions set forth in Section 5 hereof, the Prospectus (as defined below). The Placement Agents shall make commercially reasonable efforts to assist the Company in obtaining performance by each Investor whose offer to purchase Shares has been solicited by the Placement Agents and accepted by the Company, but the Placement Agents shall not, except as otherwise provided in this Agreement, have any liability to the Company in the event any such purchase is not consummated for any reason. Under no circumstances will the Placement Agents or any of their affiliates be obligated to underwrite or purchase any closing of the Shares for their own accounts or otherwise provide any financing. The Placement Agents shall act solely as the Company’s agents sale and not as principals. The Placement Agents shall have no authority to bind the Company with respect to any prospective offer to purchase Shares and the Company shall have the sole right to accept offers to purchase Shares and may reject any such offer, in whole or in part. As compensation for services rendered, on the Closing Date, the Company shall pay or cause to be paid to the Placement Agents by wire transfer of immediately available funds to an account or accounts designated by the Representative an aggregate amount equal to 6.79% issuance of the gross proceeds received by the Company from its sale of the Shares on such Closing Date, which the Company agrees shall be allocated pursuant to an agreement among the Placement Agents. The Placement Agents agree that the foregoing compensation, together with any expense reimbursement payable hereunder, constitutes all of the compensation that the Placement Agents are entitled to receive in connection with the Offering contemplated by this Agreement. (b) The purchases of Shares by the Investors shall be evidenced by the execution of a Subscription Agreement by each of the parties thereto in the form attached hereto as Exhibit A. (c) Prior to the earlier of (i) the date on which this Agreement is terminated and (ii) the Closing Date, the Company shall not, without the prior written consent of the Representative, solicit or accept offers to purchase Shares of the Company (other than pursuant to the exercise of options or warrants to purchase shares of Common Stock that are outstanding at the date hereof) otherwise than through the Placement Agents in accordance herewith. (d) No Shares which the Company has agreed to sell pursuant to this Agreement shall be deemed to have been purchased and paid for, or sold by the Company, until such Shares shall have been delivered to or made available for electronic receipt by the Investor purchasing such Shares against payment by such Investor. If the Company shall default in its obligations to deliver Shares to an Investor whose offer it has accepted, the Company shall indemnify and hold the Indemnified Parties (as defined below) harmless against any loss, claim, damage or liability directly or indirectly arising from or as a result of such default by the Company. (e) Payment of the purchase price for, and delivery of, the Shares shall be made at a closing Securities (the “Closing”) shall occur at the offices of Xxxxxx Godward Kronish Gxxxxxx Sxxxxx LLP, counsel for 600 Lexington Avenue, 9th Floor, New York, New York, or at such other place as may be agreed upon between the Company, located at 000 Xxxxxxxxxx Xxxxxx, 0xx Xxxxx, Xxx Xxxxxxxxx, XxxxxxxxxxPlacement Agents and the Company (the “Place of Closing”), at 11:00 AM10:00 a.m., New York City time, on February 26July 25, 2009 2007, or at such other time and date as the Representative Placement Agent and the Company determine pursuant to Rule 15c6-1(a) under the Exchange Act (may agree, such time and date of payment and delivery being herein referred to as called the “Closing Date”).” The Offered Common Shares will be settled through the facilities of The Depository Trust Company’s DWAC system and the Offered Warrants and Placement Warrants will be issued in registered physical certificated form. The Company acknowledges and agrees that each Placement Agent shall act as an independent contractor, and not as a fiduciary, and any duties of the Placement Agent with respect to investment banking services to the Company, including the offering of the Securities contemplated hereby (including in connection with determining the terms of the offering), shall be contractual in nature, as expressly set forth herein, and shall be owed solely to the Company. Each party disclaims any intention to impose any fiduciary or similar duty on the other. Additionally, the Placement Agents have not advised, nor are advising, the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction with respect to the transactions contemplated hereby. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Placement Agents shall have no responsibility or liability to the Company with respect thereto. Any review by the Placement Agents of the Company, the Representative transactions contemplated hereby or other matters relating to such transactions has been and JPMorganChase Bank, as escrow agent (the “Escrow Agent”), have entered into an escrow agreement, dated as of February 20, 2009 (the “Escrow Agreement”) pursuant to which an escrow account will be established, at the Company’s expense, performed solely for the benefit of the Company Placement Agents and the Investors (the “Escrow Account”). Each has not been and shall not be on behalf of the Company or any other person. It is understood that the Placement Agents have not and the Representative hereby agree to deliver will not be rendering an opinion to the Escrow Agent a Closing Notice Company as to the fairness of the terms of the offering. Notwithstanding anything in this Agreement to the contrary, the Company acknowledges that the Placement Agents may have financial interests in the form attached as Exhibit C success of the offering contemplated hereby that are not limited to the Escrow Agreement on or prior Placement Fee. The Company hereby waives and releases, to the Closing Datefullest extent permitted by law, any claims that the Company may have against the Placement Agents with respect to any breach or alleged breach of fiduciary duty. All such actions taken at It is understood that the Closing shall be deemed Company proposes to have occurred simultaneouslyoffer the Securities to the Investors upon the terms and conditions set forth in the Registration Statement (hereinafter defined).

Agreement to Act as Placement Agents; Delivery and Payment. On the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and conditions set forth in of this Agreement: (a) The Company hereby authorizes the Placement Agents agree to act as its the Company’s exclusive placement agents in connection with the issuance and sale sale, on a best efforts basis, by the Company of the Shares (the “Offering”) to the Investors. Upon the occurrence of the Closing (as hereinafter defined), and the Company shall pay to the Lead Placement Agent (to be divided after the Closing among all of the Placement Agents hereby agree, as agents pursuant to a prior existing agreement among the Placement Agents) an aggregate of six percent (6.0%) of the Company, to use their reasonable best efforts to solicit offers to purchase total gross proceeds received by the Shares Company from the Company on sale of the terms and subject to the conditions set forth in the Prospectus (as defined below)Shares. The Company acknowledges and agrees that the Placement Agents shall make commercially reasonable efforts to assist the Company in obtaining performance by each Investor whose offer to purchase Shares has been solicited Agents’ engagement hereunder is not an agreement by the Placement Agents and accepted by the Company, but the Placement Agents shall not, except as or any of their affiliates to underwrite or purchase any securities or otherwise provided in this Agreement, have provide any liability to the Company in the event any such purchase is not consummated for any reasonfinancing. Under no circumstances will the Placement Agents or any of their affiliates be obligated to underwrite or purchase any of the Shares for their own accounts or otherwise provide any financing. The and, in soliciting purchases of Shares, the Placement Agents shall act solely as the Company’s agents and not as principals. The Notwithstanding the foregoing, it is understood and agreed that the Placement Agents (or their affiliates) may, solely at their discretion and without any obligation to do so, purchase Shares as principals. The Co-Placement Agents hereby authorize the Lead Placement Agent to take such action on their behalf and to exercise such powers under this Agreement as are provided to the Lead Placement Agent by the terms hereof, together with such powers as are reasonably incidental thereto. (b) Payment of the purchase price for, and delivery of, the Shares shall be made at a closing (the “Closing”) at the offices of Xxxxxx Godward LLP, counsel for the Company, located at 0000 Xxxxxxxx Xxxx, Xxx Xxxxx, Xxxxxxxxxx 00000 at 7:00 a.m., local time, on the third or fourth business day (as permitted under Rule 15c6-1 under the Exchange Act) after the determination of the public offering price of the Shares (such time and date of payment and delivery being herein called the “Closing Date”). All such actions taken at the Closing shall be deemed to have no authority occurred simultaneously. (c) Concurrently with the execution and delivery of this Agreement, the Company, the Placement Agents and Xxxxxxxxxx Xxxxxxx PC, as escrow agent (the “Escrow Agent”), shall enter into an escrow agreement (the “Escrow Agreement”), pursuant to bind which an escrow account (the “Escrow Account”) will be established for the benefit of the Company with respect and the Investors who desire to any prospective offer settle their purchase through the facilities of The Depository Trust Company’s DWAC system. Prior to the Closing, each such Investor shall deposit into the Escrow Account an amount equal to the product of (x) the number of Shares such Investor has agreed to purchase Shares and (y) the Company shall have purchase price per share as set forth on the sole right cover page of the Prospectus (as defined below) (the “Purchase Amount”). The aggregate of such amounts is herein referred to accept offers to purchase Shares and may reject any such offer, in whole or in partas the “Escrow Funds”. As compensation for services rendered, on On the Closing Date, the Escrow Agent will disburse the Escrow Funds to the Company shall pay or cause to be paid to and the Placement Agents as provided in the Escrow Agreement and the Company shall cause its transfer agent to deliver the Shares purchased by wire transfer such Investors. (d) Any Investor not settling its purchase of immediately available funds Shares pursuant to Section 1(c) above shall deposit its respective Purchase Amount into an account or accounts established with the Lead Placement Agent. On the Closing Date, the Lead Placement Agent shall, with respect to each such Investor, cause the Purchase Amount for such Shares to be wired from such accounts to an account designated by the Representative an aggregate amount equal to 6.79% Company in exchange for the delivery of the gross proceeds received by the Company from its sale of the Shares on such Closing Date, which the Company agrees shall be allocated pursuant to an agreement among the Placement Agents. The Placement Agents agree that the foregoing compensation, together with any expense reimbursement payable hereunder, constitutes all of the compensation that the Placement Agents are entitled to receive in connection with the Offering contemplated by this AgreementInvestor’s Shares. (be) The purchases of Shares by each of the Investors shall be evidenced by the execution of a Subscription Agreement by each of the parties thereto in substantially the form attached hereto as Exhibit A.A (collectively, the “Subscription Agreements”). The Shares shall be registered in such names and in such denominations as provided in the Subscription Agreements. (cf) Prior to the earlier of (i) the date on which this Agreement is terminated and (ii) the Closing Date, the Company shall not, without the prior written consent of the RepresentativeLead Placement Agent, solicit or accept offers to purchase Shares shares of its Common Stock or other equity or equity-linked securities of the Company (other than pursuant to the exercise of options or warrants to purchase shares of Common Stock or the settlement of delayed issuance stock purchase rights that are outstanding at the date hereof) otherwise than through the Lead Placement Agents in accordance herewithAgent. (d) No Shares which the Company has agreed to sell pursuant to this Agreement shall be deemed to have been purchased and paid for, or sold by the Company, until such Shares shall have been delivered to or made available for electronic receipt by the Investor purchasing such Shares against payment by such Investor. If the Company shall default in its obligations to deliver Shares to an Investor whose offer it has accepted, the Company shall indemnify and hold the Indemnified Parties (as defined below) harmless against any loss, claim, damage or liability directly or indirectly arising from or as a result of such default by the Company. (e) Payment of the purchase price for, and delivery of, the Shares shall be made at a closing (the “Closing”) at the offices of Xxxxxx Godward Kronish LLP, counsel for the Company, located at 000 Xxxxxxxxxx Xxxxxx, 0xx Xxxxx, Xxx Xxxxxxxxx, Xxxxxxxxxx, at 11:00 AM, New York City time, on February 26, 2009 or at such other time and date as the Representative and the Company determine pursuant to Rule 15c6-1(a) under the Exchange Act (such date of payment and delivery being herein referred to as the “Closing Date”). The Company, the Representative and JPMorganChase Bank, as escrow agent (the “Escrow Agent”), have entered into an escrow agreement, dated as of February 20, 2009 (the “Escrow Agreement”) pursuant to which an escrow account will be established, at the Company’s expense, for the benefit of the Company and the Investors (the “Escrow Account”). Each of the Company and the Representative hereby agree to deliver to the Escrow Agent a Closing Notice in the form attached as Exhibit C to the Escrow Agreement on or prior to the Closing Date. All such actions taken at the Closing shall be deemed to have occurred simultaneously.

Agreement to Act as Placement Agents; Delivery and Payment. On the basis of the representations, warranties and agreements of the Company herein contained, and subject to the terms and conditions set forth in this Agreement: (a) The Company hereby authorizes engages the Placement Agents to act as its exclusive agents in connection with the issuance and sale by the Company of the Shares (the “Offering”) to the Investors, and the Placement Agents hereby agreeAgents, as the exclusive agents of the Company, to use their to, on a reasonable best efforts to basis, solicit offers to purchase the Shares Securities from the Company on the terms and subject to the conditions set forth in the Securities Purchase Agreement and Prospectus (as defined below). The Placement Agents shall make commercially use reasonable best efforts to assist the Company in obtaining performance by each Investor whose offer to purchase Shares has been the Securities was solicited by the such Placement Agents and accepted by the Company, but the Placement Agents shall not, except as otherwise provided in this Agreement, have any liability to the Company in the event any such purchase is not consummated for any reason. In connection with its reasonable best efforts to solicit offers to purchase the Securities, the Placement Agents shall only communicate information regarding the Company to potential purchasers of the Securities that is consistent with the information contained in the Prospectus. Under no circumstances will the Placement Agents or any of their affiliates be obligated to underwrite or purchase any of the Shares Securities for their its own accounts account or otherwise provide any financing. The Placement Agents shall act solely as the Company’s agents agent and not as principalsprincipal. The Placement Agents shall have no authority to bind the Company with respect to any prospective offer to purchase Shares Securities, and the Company shall have the sole right to accept offers to purchase Shares Securities and may reject any such offer, in whole or in part. . (b) As compensation for services renderedrendered by the Placement Agents hereunder, on the Closing DateDate (as defined below), the Company shall pay or cause to be paid to the Placement Agents by wire transfer of immediately available funds to an account or accounts designated by the Representative Placement Agents, an aggregate amount equal to 6.798.0% of the gross proceeds received by the Company from its the sale of the Shares Securities to Investors (the “Agency Fees”). Such amount may be deducted from the payment made by the Investor(s) to the Company and paid directly to the Placement Agents on such the Closing Date. In addition, for the consideration of $50 at the Closing Date, which the Company agrees shall be allocated pursuant will sell to an agreement among the Placement Agents, a warrant to purchase an aggregate number of shares of the Common Stock in an amount equal to 6.0% of the gross proceeds from the sale of the Securities on the Closing Date divided by $1.75 (the “Agent Warrants”). The Placement Agents agree that Agent Warrants will be in the foregoing compensation, form attached hereto as Exhibit C. (i) The Common Shares are being sold to the Investors at a price of $1.75 per share as set forth in the Prospectus (defined below); (ii) the Public Preferred Shares are being sold to the Investors at a price of $1.75 per share as set forth in the Prospectus (defined below); and (iii) the Private Preferred Shares and Warrants are being sold together with any expense reimbursement payable hereunder, constitutes all to the Investors at a price of $1.75 per share of the compensation that Private Preferred Shares (together, the Placement Agents are entitled to receive in connection with the Offering contemplated by this Agreement. (b) “Purchase Price”). The purchases of Shares Securities by the Investors shall be evidenced by the execution of a Subscription the Securities Purchase Agreement by each of the parties thereto in the form attached hereto as Exhibit A. (cd) Prior to the earlier of (i) the date on which this Agreement is terminated and (ii) the Closing Date, the Company shall not, without the prior written consent of the RepresentativePlacement Agents, solicit or accept offers to purchase Shares shares of the Company Common Stock (other than pursuant to the exercise of options or warrants to purchase shares of Common Stock that are outstanding at the date hereofhereof or are granted in the ordinary course to directors, officers or employees of the Company under the Company’s equity incentive plans) or Preferred Stock otherwise than through the Placement Agents in accordance herewithherewith or any other agreements with the Placement Agents. (de) No Shares Securities which the Company has agreed to sell pursuant to this Agreement and the Securities Purchase Agreement shall be deemed to have been purchased and paid for, or sold by the Company, until such Shares Securities shall have been delivered to or made available for electronic receipt by the Investor purchasing such Shares Securities against payment therefor by such Investor. If the Company shall default in its obligations to deliver Shares Securities to an Investor whose offer it has accepted, the Company shall indemnify and hold the Indemnified Parties (as defined below) Placement Agents harmless against any loss, claim, damage or liability directly or indirectly arising from or as a result of such the default by the CompanyCompany in accordance with the procedures set forth in Section 7(c) hereof. (ef) Payment of the purchase price for, and delivery of, of the Shares Securities shall be made at a closing (the “Closing”) at the offices of Xxxxxx Godward Kronish LLPlocation, counsel for the Company, located at 000 Xxxxxxxxxx Xxxxxx, 0xx Xxxxx, Xxx Xxxxxxxxx, Xxxxxxxxxx, at 11:00 AM, New York City time, on February 26, 2009 or at such other time and date as the Representative Placement Agents and the Company determine pursuant to Rule 15c6-1(a) under the Exchange Act (such date of payment and delivery being herein referred to as the “Closing Date”). The CompanyUnless otherwise specified in the Securities Purchase Agreement, the Representative and JPMorganChase Bank, as escrow agent (the “Escrow Agent”), have entered into an escrow agreement, dated as of February 20, 2009 (the “Escrow Agreement”) pursuant to which an escrow account Securities will be establishedsettled through the facilities of The Depository Trust Company’s DWAC system. Subject to the terms hereof, payment of the purchase price for the Securities shall be made to the Company in the manner set forth below by Federal Funds wire transfer, against delivery of the Securities to such persons and shall be registered in the name or names and shall be in such denominations as the Placement Agents may request at least one business day before the Closing Date. Payment of the purchase price for the Securities to be purchased by Investors shall be made by such Investors directly to the Company’s expense. Subject to the terms and conditions hereof, for on the benefit of Closing Date, the Company and shall pay to Placement Agents the Investors (amount of expenses for which the “Escrow Account”)Placement Agents are entitled to reimbursement pursuant hereto. Each of the Company and the Representative hereby agree to deliver to the Escrow Agent a Closing Notice in the form attached as Exhibit C to the Escrow Agreement on or At least one day prior to the Closing Date, the Placement Agents shall submit to the Company its bona fide estimate of the amount of expenses for which it is entitled to reimbursement pursuant hereto. All such actions taken at As soon as reasonably practicable after the Closing Date, the Placement Agents shall be deemed submit to have occurred simultaneouslythe Company its expense reimbursement invoice and the Company or the Placement Agents, as applicable, shall make any necessary reconciling payment(s) within 10 days of receipt of such invoices.

Agreement to Act as Placement Agents; Delivery and Payment. On the basis of the representations, warranties and agreements of the Company herein contained, and subject to the terms and conditions set forth in this Agreement: (a) The Company hereby authorizes engages the Placement Agents to act as its exclusive placement agents in connection with the issuance and sale by the Company of the Shares (the “Offering”) to the Investors, Investors and the Placement Agents hereby agree, as agents of the Company, to use their reasonable best efforts to solicit offers to purchase the Shares from the Company on upon the terms and subject to the conditions set forth in the Prospectus (as defined belowhereinafter defined). The Placement Agents shall make commercially reasonable efforts to assist Upon the Company in obtaining performance by each Investor whose offer to purchase Shares has been solicited by the Placement Agents and accepted by the Company, but the Placement Agents shall not, except as otherwise provided in this Agreement, have any liability to the Company in the event any such purchase is not consummated for any reason. Under no circumstances will the Placement Agents or any of their affiliates be obligated to underwrite or purchase any occurrence of the Shares for their own accounts or otherwise provide any financing. The Placement Agents shall act solely Closing (as the Company’s agents and not as principals. The Placement Agents shall have no authority to bind the Company with respect to any prospective offer to purchase Shares and the Company shall have the sole right to accept offers to purchase Shares and may reject any such offer, in whole or in part. As compensation for services rendered, on the Closing Datehereinafter defined), the Company shall pay or cause to be paid to the Placement Agents Agents, by wire transfer of immediately available funds payable to the order of the Placement Agents, to an account or accounts designated by the Representative Representative, an aggregate amount equal to 6.79% of six percent (6.0%) of the gross proceeds received by the Company from its sale of the Shares on such Closing Date, which (the Company agrees shall be allocated pursuant to an agreement among the “Placement AgentsFee”). The Placement Agents agree that the foregoing compensation, together with any expense reimbursement payable hereunder, constitutes all of the compensation that the Placement Agents are entitled to receive in connection with the Offering contemplated by this Agreement. (b) The purchases of Shares by the Investors shall be evidenced by the execution of a Subscription Agreement by each of the parties thereto in the form attached hereto as Exhibit A. (c) Prior to the earlier of (i) the date on which this Agreement is terminated and (ii) the Closing DateDate (as hereinafter defined), the Company shall not, without the prior written consent of the Representative, solicit or accept offers to purchase Shares of the Company (other than pursuant to the exercise of options options, warrants or warrants other convertible securities to purchase shares of Common Stock that are outstanding at the date hereof) otherwise than through the Placement Agents in accordance herewith. (b) The Company expressly acknowledges and agrees that the Placement Agents’ obligations hereunder are on a best efforts basis and this Agreement shall not give rise to a commitment by the Placement Agents or any of their affiliates to underwrite or purchase any of the Shares or otherwise provide any financing, and the Placement Agents shall have no authority to (and agree not to purport to) bind the Company in respect of the sale of any Shares. The sale of the Shares shall be made pursuant to the subscription terms providing pricing and other information as set forth on Exhibit A hereto (the “Subscription Terms”). The Company shall have the sole right to accept offers to purchase the Shares and may reject any such offer in whole or in part. Notwithstanding the foregoing, it is understood and agreed that the Placement Agents or any of their affiliates may, solely at their discretion and without any obligation to do so, purchase Shares as principals; provided, however, that any such purchases by the Placement Agents (or their affiliates) shall be fully disclosed to the Company and approved by the Company in accordance with the previous sentence. (c) The Company, the Placement Agents and JX Xxxxxx Cxxxx Bank, N.A. (the “Escrow Agent”) have entered into an Escrow Agreement dated as of December 12, 2006 (the “Escrow Agreement”). Subject to the terms and conditions hereof and of the Escrow Agreement, payment of the purchase price for the Shares shall be made to the Company in the manner set forth below by Federal Funds wire transfer, against delivery of certificates for the Shares to such persons, and shall be registered in such name or names and shall be in such denominations, as the Placement Agents may request at least one business day before the Closing Date. Payment of the purchase price for the Shares to be purchased by Investors shall be made by such Investors directly to the Escrow Agent and the Escrow Agent agrees to hold such purchase price in escrow in accordance herewith. Subject to the terms and conditions hereof and of the Subscription Terms and the Escrow Agreement, the Escrow Agent shall, on the Closing Date, deliver to the Company, by Federal Funds wire transfer, the aggregate purchase price so held by such person in escrow, reduced by an amount equal to the sum of the aggregate Placement Fee payable to the Placement Agents and the Placement Agents’ bona fide estimate of the amount, if any, of expenses for which the Placement Agents are entitled to reimbursement pursuant hereto. Thereafter, the Escrow Agent’s obligations with respect to the escrow of the purchase price so held by it shall cease. The Company and the Placement Agents hereby agree to deliver to the Escrow Agent a Closing Notice in the form attached as Exhibit C to the Escrow Agreement at least one day prior to the Closing Date. Electronic transfer of the Shares through the facilities of The Depository Trust Company’s DWAC system shall be made on the Closing Date in such names and in such denominations as the Placement Agents shall specify. (d) Payment of the purchase price for, and delivery of, the Shares shall be made at a closing (the “Closing”) at the offices of Axxxxx & Pxxxxx LLP, counsel for the Company, located at 500 Xxxxxxx Xxxxxx, X.X., Xxxxxxxxxx, X.X. 00000, at 10:00 a.m., Eastern Standard Time, on the third or fourth business day (as permitted under Rule 15c6-1 under the Securities Exchange Act of 1934, as amended (collectively with the rules and regulations promulgated thereunder, the “Exchange Act”)) after the determination of the public offering price of the Shares (such date of payment and delivery being herein called the “Closing Date”). All such actions taken at the Closing shall be deemed to have occurred simultaneously. No Shares which the Company has agreed to sell pursuant to this Agreement and the Subscription Terms shall be deemed to have been purchased and paid for, or sold by the Company, until such Shares shall have been delivered to or made available for electronic receipt by the Investor purchasing such Shares thereof against payment therefore by such Investor. If the Company shall default in its obligations to deliver Shares to an Investor whose offer it has accepted, the Company shall indemnify and hold the Indemnified Parties (as defined below) Placement Agents harmless against any loss, claim, claim or damage or liability directly or indirectly arising from or as a result of such default by the Company. (e) Payment of the purchase price for, and delivery of, the The Shares shall be made at a closing (registered in such names and in such denominations as the “Closing”) at the offices of Xxxxxx Godward Kronish LLP, counsel for Placement Agents shall request by written notice to the Company, located at 000 Xxxxxxxxxx Xxxxxx, 0xx Xxxxx, Xxx Xxxxxxxxx, Xxxxxxxxxx, at 11:00 AM, New York City time, on February 26, 2009 or at such other time and date as the Representative and the Company determine pursuant to Rule 15c6-1(a) under the Exchange Act (such date of payment and delivery being herein referred to as the “Closing Date”). The Company, the Representative and JPMorganChase Bank, as escrow agent (the “Escrow Agent”), have entered into an escrow agreement, dated as of February 20, 2009 (the “Escrow Agreement”) pursuant to which an escrow account will be established, at the Company’s expense, for the benefit of the Company and the Investors (the “Escrow Account”). Each of the Company and the Representative hereby agree to deliver to the Escrow Agent a Closing Notice in the form attached as Exhibit C to the Escrow Agreement on or prior to the Closing Date. All such actions taken at the Closing shall be deemed to have occurred simultaneously.

Agreement to Act as Placement Agents; Delivery and Payment. On the basis of the representations, warranties and agreements of the Company herein contained, and subject to the terms and conditions set forth in this Agreement: (a) The Company hereby authorizes engages the Placement Agents to act as its exclusive agents in connection with the issuance and sale by the Company of the Shares (the “Offering”) to the Investors, and the Placement Agents hereby agreeAgents, as the exclusive agents of the Company, to use their to, on a commercially reasonable best efforts to basis, solicit offers to purchase the Shares from the Company on the terms and subject to the conditions set forth in the Subscription Agreements and Prospectus (as defined below). The Each Placement Agents Agent shall make use commercially reasonable efforts to assist the Company in obtaining performance by each Investor whose offer to purchase the Shares has been was solicited by the such Placement Agents Agent and accepted by the Company, but the such Placement Agents Agent shall not, except as otherwise provided in this Agreement, have any liability to the Company in the event any such purchase is not consummated for any reason. In connection with its commercially reasonable efforts to solicit offers to purchase the Shares, the Placement Agent shall only communicate information regarding the Company to potential purchasers of the Shares that is consistent with the information contained in the Prospectus. Under no circumstances will the any Placement Agents Agent or any of their its affiliates be obligated to underwrite or purchase any of the Shares for their its own accounts account or otherwise provide any financing. The Each Placement Agents Agent shall act solely as the Company’s agents agent and not as principalsprincipal. The No Placement Agents Agent shall have no any authority to bind the Company with respect to any prospective offer to purchase Shares Shares, and the Company shall have the sole right to accept offers to purchase Shares and may reject any such offer, in whole or in part. Each Placement Agent has the right, in its discretion, without notice to the Company, to reject any offer to purchase Shares received by it, in whole or in part, and any such rejection shall not be deemed a breach of this Agreement. (b) As compensation for services renderedrendered by the Placement Agents hereunder, on the Closing DateDate (as defined below), the Company shall pay or cause to be paid to the Placement Agents by wire transfer of immediately available funds to an account or accounts designated by the Representative Placement Agents, an aggregate amount equal to 6.79% four and one-half percent (4.5%) of the gross proceeds received by the Company from its the sale of the Shares to Investors (the “Agency Fee”). Such amount may be deducted from the payment made by the Investor(s) to the Company and paid directly to the Placement Agents on such the Closing Date, which the Company agrees . The Agency Fee shall be allocated pursuant to an agreement among the Placement AgentsAgents pursuant to Schedule I hereto. The Each Placement Agents agree Agent agrees that the foregoing compensation, together with any expense reimbursement payable hereunder, constitutes all of the compensation that the Placement Agents are shall be entitled to receive in connection with the Offering contemplated by this Agreementhereby. The Placement Agents may allow concessions, or pay commissions, to other dealers participating in the offering of the Shares. (bc) The Shares are being sold to the Investors at a price of $9.12 per share (the “Purchase Price”) as set forth on the cover page of the Prospectus (as defined below). The purchases of Shares by the Investors shall be evidenced by the execution of a the Subscription Agreement Agreements by each of the parties thereto in the form attached hereto as Exhibit A. (cd) Prior to the earlier of (i) the date on which this Agreement is terminated and (ii) the Closing Date, the Company shall not, without the prior written consent of the RepresentativeLead Placement Agent, solicit or accept offers to purchase Shares shares of the Company Common Stock (other than pursuant to the exercise of options or warrants to purchase shares of Common Stock that are outstanding at the date hereof) otherwise than through the Placement Agents in accordance herewith. (de) No Shares which the Company has agreed to sell pursuant to this Agreement and the Subscription Agreements shall be deemed to have been purchased and paid for, or sold by the Company, until such Shares shall have been delivered to or made available for electronic receipt by the Investor purchasing such Shares against payment therefor by such Investor. If the Company shall default in its obligations to deliver Shares to an Investor whose offer it has accepted, the Company shall indemnify and hold the Indemnified Parties (as defined below) Placement Agents harmless against any loss, claim, damage or liability directly or indirectly arising from or as a result of such the default by the CompanyCompany in accordance with the procedures set forth in Section 6(c) hereof. (ef) Payment of the purchase price for, and delivery of, of the Shares shall be made at a closing (the “Closing”) at the offices of Faegre & Xxxxxx Godward Kronish LLP, counsel for the Company, located at 000 Xxxxxxxxxx Xxxxxx0000 Xxxxx Xxxxx Center, 0xx XxxxxMinneapolis, Xxx Xxxxxxxxx, XxxxxxxxxxMN 55402-3901, at 11:00 AM10:00 a.m., New York City time, on February 26November 4, 2009 or at such other time and date as the Representative Placement Agents and the Company determine pursuant to Rule 15c6-1(a) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (such date of payment and delivery being herein referred to as the “Closing Date”). The CompanyUnless otherwise specified in the applicable Subscription Agreement, the Representative and JPMorganChase Bank, as escrow agent (the “Escrow Agent”), have entered into an escrow agreement, dated as of February 20, 2009 (the “Escrow Agreement”) pursuant to which an escrow account Shares will be establishedsettled through the facilities of The Depository Trust Company’s DWAC system. Subject to the terms hereof, payment of the purchase price for the Shares shall be made to the Company in the manner set forth below by Federal Funds wire transfer, against delivery of the Shares to such persons and shall be registered in the name or names and shall be in such denominations as the Placement Agents may request at least one business day before the Closing Date. Payment of the purchase price for the Shares to be purchased by Investors shall be made by such Investors directly to the Company’s expense. Subject to the terms and conditions hereof, for on the benefit of Closing Date, the Company and shall pay to each Placement Agent the Investors (the “Escrow Account”)amount of expenses for which each such Placement Agent is entitled to reimbursement pursuant hereto. Each of the Company and the Representative hereby agree to deliver to the Escrow Agent a Closing Notice in the form attached as Exhibit C to the Escrow Agreement on or At least one day prior to the Closing Date, each Placement Agent shall submit to the Company its bona fide estimate of the amount of expenses for which it is entitled to reimbursement pursuant hereto. All such actions taken at As soon as reasonably practicable after the Closing Date, each Placement Agent shall be deemed submit to have occurred simultaneouslythe Company its expense reimbursement invoice and the Company or such Placement Agent, as applicable, shall make any necessary reconciling payment(s) within thirty days of receipt of such invoices.

Agreement to Act as Placement Agents; Delivery and Payment. On the basis of the representations, warranties and agreements of the Company herein contained, and subject to the terms and conditions set forth in this Agreement: (a) The Company hereby authorizes engages the Placement Agents Agents, on a best efforts basis, to act as its exclusive placement agents in connection with the issuance offer and sale by the Company of the Shares (the “Offering”) to the Investorssale, and the Placement Agents hereby agree, as agents of the Company, to use their reasonable best efforts to solicit offers to purchase the Shares from the Company on the terms and subject to the conditions set forth in the Prospectus (as defined below). The Placement Agents shall make commercially reasonable efforts to assist the Company in obtaining performance by each Investor whose offer to purchase Shares has been solicited by the Placement Agents and accepted by the Company, but the Placement Agents shall not, except as otherwise provided in this Agreement, have any liability of Shares to the Company in the event any such purchase is not consummated for any reasonInvestors. Under no circumstances will the Placement Agents or any of their affiliates be obligated to underwrite or purchase any of the Shares for their own accounts or otherwise provide any financing. The Placement Agents shall act solely as the Company’s agents and not as principals. The Placement Agents shall have no authority to bind the Company with respect to any prospective offer to purchase Shares and the Company shall have the sole right to accept offers to purchase Shares and may reject any such offer, in whole or in part. As compensation for services rendered, on the Closing Date, the Company shall pay or cause to be paid to the Placement Agents by wire transfer of immediately available funds to an account or accounts designated by the Representative an aggregate amount equal to 6.79% of the gross proceeds received by the Company from its sale of the Shares on such Closing Date, which the Company agrees shall be allocated pursuant to an agreement among the Placement Agents. The Placement Agents agree that the foregoing compensation, together with any expense reimbursement payable hereunder, constitutes all of the compensation that the Placement Agents are entitled to receive in connection with the Offering contemplated by this Agreement. (b) The purchases of Shares by the Investors shall be evidenced by the execution of a Subscription Agreement by each of the parties thereto in the form attached hereto as Exhibit A. (c) Prior to the earlier of (i) the date on which this Agreement is terminated and (ii) the Closing DateDate (as defined below), the Company shall not, without the prior written consent of the Representative, solicit or accept offers to purchase Shares of the Company (other than pursuant to the exercise of options or warrants to purchase shares of Common Stock that are outstanding at the date hereof) otherwise than through the Placement Agents in accordance herewith. (b) Upon the occurrence of the Closing (as defined below), the Company shall pay to the Placement Agents an aggregate of seven percent (7.0%) of the gross proceeds received by the Company from its sale of the Shares. The Company expressly acknowledges and agrees that the Placement Agents’ obligations hereunder are on a best efforts basis and this Agreement shall not give rise to a commitment by the Placement Agents or any of their affiliates to underwrite or purchase any of the Shares or otherwise provide any financing, and the Placement Agents shall have no authority to bind the Company in respect of the sale of any Shares. The sale of the Shares shall be made pursuant to subscription agreements in the form included as Exhibit A hereto (the “Subscription Agreements”). The Company shall have the sole right to accept offers to purchase the Shares and may reject any such offer in whole or in part. Notwithstanding the foregoing, it is understood and agreed that the Placement Agents or any of their affiliates may, solely at their discretion and without any obligation to do so, purchase Shares as principals; provided, however, that any such purchases by the Placement Agents (or their affiliates) shall be fully disclosed to the Company and approved by the Company in accordance with the previous sentence. (c) Concurrently with the execution and delivery of this Agreement, the Company, the Placement Agents and Xxxxxxxxxx Xxxxxxx PC, as escrow agent (the “Escrow Agent”), shall enter into an escrow agreement (the “Escrow Agreement”), pursuant to which an escrow account (the “Escrow Account”) will be established for the benefit of the Company and the Investors. Prior to the Closing, each such Investor shall deposit into the Escrow Account an amount equal to the product of (x) the number of Shares such Investor has agreed to purchase and (y) the purchase price per share as set forth on the cover page of the Prospectus (the “Purchase Amount”). The aggregate of all such Purchase Amounts is herein referred to as the “Escrow Funds.” On the Closing Date, the Escrow Agent will disburse the Escrow Funds to the Company and the Placement Agents as provided in the Escrow Agreement and the Company shall cause its transfer agent to deliver the Shares purchased by such Investors. (d) Payment of the purchase price for, and delivery of, the Shares shall be made at a closing (the “Closing”) at the offices of Xxxxx Xxxxxxx Berlack Israels LLP, counsel for the Company, located at One Financial Center, Boston, Massachusetts, at 10:00 a.m., local time, on the third or fourth business day (as permitted under Rule 15c6-1 under the Securities Exchange Act of 1934, as amended (collectively with the rules and regulations promulgated thereunder, the “Exchange Act”)) after the determination of the public offering price of the Shares (such date of payment and delivery being herein called the “Closing Date”). All such actions taken at the Closing shall be deemed to have occurred simultaneously. No Shares which the Company has agreed to sell pursuant to this Agreement and the Subscription Agreements shall be deemed to have been purchased and paid for, or sold by the Company, until such Shares shall have been delivered to or made available for electronic receipt by the Investor purchasing such Shares thereof against payment therefore by such Investor. If the Company shall default in its obligations to deliver Shares to an Investor whose offer it has accepted, the Company shall indemnify and hold the Indemnified Parties (as defined below) Placement Agents harmless against any loss, claim, claim or damage or liability directly or indirectly arising from or as a result of such default by the Company. (e) Payment of the purchase price for, and delivery of, the The Shares shall be made at a closing (registered in such names and in such denominations as the “Closing”) at the offices of Xxxxxx Godward Kronish LLP, counsel for Placement Agents shall request by written notice to the Company, located at 000 Xxxxxxxxxx Xxxxxx, 0xx Xxxxx, Xxx Xxxxxxxxx, Xxxxxxxxxx, at 11:00 AM, New York City time, on February 26, 2009 or at such other time and date as the Representative and the Company determine pursuant to Rule 15c6-1(a) under the Exchange Act (such date of payment and delivery being herein referred to as the “Closing Date”). The Company, the Representative and JPMorganChase Bank, as escrow agent (the “Escrow Agent”), have entered into an escrow agreement, dated as of February 20, 2009 (the “Escrow Agreement”) pursuant to which an escrow account will be established, at the Company’s expense, for the benefit of the Company and the Investors (the “Escrow Account”). Each of the Company and the Representative hereby agree to deliver to the Escrow Agent a Closing Notice in the form attached as Exhibit C to the Escrow Agreement on or prior to the Closing Date. All such actions taken at the Closing shall be deemed to have occurred simultaneously.