Common use of Agreement to Sell and Purchase the Shares; Placement Agents Clause in Contracts

Agreement to Sell and Purchase the Shares; Placement Agents. 2.1 At the Closing (as defined in Section 3.1), the Company will sell to the Investor, and the Investor will purchase from the Company, upon the terms and conditions set forth herein, the number of Shares set forth on the last page of the Agreement to which these Terms and Conditions for Purchase of Shares are attached as Annex I (the “Signature Page”) for the aggregate purchase price therefor set forth on the Signature Page. 2.2 The Company proposes to enter into substantially this same form of Subscription Agreement with certain other investors (the “Other Investors”) and expects to complete sales of Shares to them. The Investor and the Other Investors are hereinafter sometimes collectively referred to as the “Investors,” and this Agreement and the Subscription Agreements executed by the Other Investors are hereinafter sometimes collectively referred to as the “Agreements.” 2.3 Investor acknowledges that the Company has agreed to pay Lazard Capital Markets LLC (“LCM”), JMP Securities LLC and Rxxxxx & Rxxxxxx, LLC (the “Placement Agents”) a fee (the “Placement Fee”) in respect of the sale of Shares to the Investor. 2.4 The Company has entered into a Placement Agent Agreement, dated December 6, 2006 (the “Placement Agreement”), with the Placement Agents that contains certain representations, warranties, covenants and agreements of the Company that may be relied upon by the Investor, which shall be a third party beneficiary thereof.

Agreement to Sell and Purchase the Shares; Placement Agents. 2.1 At the Closing (as defined in Section 3.1), the Company will sell to the Investor, and the Investor will purchase from the Company, upon the terms and conditions set forth herein, the number of Shares set forth on the last page of the Agreement to which these Terms and Conditions for Purchase of Shares are attached as Annex I (the “Signature Page”) for the aggregate purchase price therefor set forth on the Signature Page. 2.2 The Company proposes to enter into substantially this same form of Subscription Agreement with certain other investors (the “Other Investors”) and expects to complete sales of Shares to them. The Investor and the Other Investors are hereinafter sometimes collectively referred to as the “Investors,” and this Agreement and the Subscription Agreements executed by the Other Investors are hereinafter sometimes collectively referred to as the “Agreements.” 2.3 Investor acknowledges that the Company has agreed to pay Lazard Capital XX Xxxxxx Markets, Inc., XX Xxxxxx Markets LLC (“LCM”), JMP Securities LLC AS and Rxxxxx & Rxxxxxx, LLC the other placement agents named in the Prospectus Supplement (the “Placement Agents”) a fee (the “Placement Fee”) in respect of the sale of Shares to the Investor. 2.4 The Company has entered into a Placement Agent Agency Agreement, dated December 6February , 2006 2013 (the “Placement Agreement”), with the Placement Agents that contains certain representations, warranties, covenants and agreements of the Company. By countersigning this Subscription Agreement the Company that may be relied permits the Investor to rely upon by such representations, warranties, covenants and agreements of the Investor, which shall be a third party beneficiary thereofCompany contained in the Placement Agreement.

Agreement to Sell and Purchase the Shares; Placement Agents. 2.1 At the Closing (as defined in Section 3.1), the Company will sell to the Investor, and the Investor will purchase from the Company, upon the terms and conditions set forth herein, the number of Shares set forth on the last page of the Agreement to which these Terms and Conditions for Purchase of Shares are attached as Annex I (the “Signature Page”) for the aggregate purchase price therefor set forth on the Signature Page. 2.2 The Company proposes to enter into substantially this the same form of Subscription Agreement with certain other investors with provision for their independent subscription, addresses and notices as set forth in executed agreements (the “Other Investors”) and expects to complete sales of Shares to them. The Investor and the Other Investors are hereinafter sometimes collectively referred to as the “Investors,” and this Agreement and the Subscription Agreements executed by the Other Investors are hereinafter sometimes collectively referred to as the “Agreements.” 2.3 Investor acknowledges that the Company has agreed to pay Lazard Capital Markets LLC (“LCM”), JMP Securities LLC Canaccord Xxxxx Inc. (“Canaccord”) and Rxxxxx Xxxxxx Xxxxxx & RxxxxxxCo. Inc. (“Xxxxxx Xxxxxx” and together with LCM and Canaccord, LLC (the “Placement Agents”) a fee (the “Placement Fee”) in respect of the sale of Shares to the Investor. 2.4 The Company has entered into a Placement Agent Agreement, dated December 6June __, 2006 2007 (the “Placement Agreement”), with the Placement Agents that contains certain representations, warranties, covenants and agreements of the Company that may be relied upon by the Investor, which shall be a third party beneficiary thereof.

Agreement to Sell and Purchase the Shares; Placement Agents. 2.1 At the Closing (as defined in Section 3.1), the Company will sell to the Investor, and the Investor will purchase from the Company, upon the terms and conditions set forth herein, the number of Shares set forth on the last page of the Agreement to which these Terms and Conditions for Purchase of Shares are attached as Annex I (the “Signature Page”) for the aggregate purchase price therefor set forth on the Signature Page. 2.2 The Company proposes to enter into substantially this same form of Subscription Agreement with certain other investors (the “Other Investors”) and expects to complete sales of Shares to them. The Investor and the Other Investors are hereinafter sometimes collectively referred to as the “Investors,” and this Agreement and the Subscription Agreements executed by the Other Investors are hereinafter sometimes collectively referred to as the “Agreements.” 2.3 Investor acknowledges that the Company has agreed to pay Lazard Capital XX Xxxxxx Markets, Inc., XX Xxxxxx Markets LLC (“LCM”), JMP Securities LLC AS and Rxxxxx & Rxxxxxx, LLC the other placement agents named in the Prospectus Supplement (the “Placement Agents”) a fee (the “Placement Fee”) in respect of the sale of Shares to the Investor. 2.4 The Company has entered into a Placement Agent Agency Agreement, dated December 6January 31, 2006 2014 (the “Placement Agreement”), with the Placement Agents that contains certain representations, warranties, covenants and agreements of the Company. By countersigning this Subscription Agreement the Company that may be relied permits the Investor to rely upon by such representations, warranties, covenants and agreements of the Investor, which shall be a third party beneficiary thereofCompany contained in the Placement Agreement.

Agreement to Sell and Purchase the Shares; Placement Agents. 2.1 At the Closing (as defined in Section 3.13.1 of this Annex I), the Company will sell to the Investor, and the Investor will purchase from the Company, upon the terms and conditions set forth herein, the number of Shares set forth on the last page of the Agreement to which these Terms and Conditions for Purchase of Shares are attached as Annex I (the “Signature Page”) for the aggregate purchase price therefor set forth on the Signature Page. 2.2 The Company proposes to enter into substantially this same form of Subscription Agreement with certain other investors (the “Other Investors”) and expects to complete sales of Shares to them. The Investor and the Other Investors are hereinafter sometimes collectively referred to as the “Investors,” and this Agreement and the Subscription Agreements executed by the Other Investors are hereinafter sometimes collectively referred to as the “Agreements.” 2.3 The Investor acknowledges that the Company has agreed intends to pay Lazard Capital Markets LLC $2,995,719 (“LCM”)collectively, JMP Securities LLC and Rxxxxx & Rxxxxxx, LLC (the “Placement Agents”) a fee (the “Placement Fee”) in respect of the sale of Shares to the Investor. 2.4 The Company has entered into a Placement Agent Agency Agreement, dated December 6November 1, 2006 2007 (the “Placement Agreement”), with the Placement Agents that contains certain representations, warranties, covenants covenants, and agreements of the Company that may be relied upon by the Investor, which shall be a third party beneficiary thereof. A copy of the Placement Agreement is available upon request.

Agreement to Sell and Purchase the Shares; Placement Agents. 2.1 At the Closing (as defined in Section 3.1), the Company will sell to the Investor, and the Investor will purchase from the Company, upon the terms and conditions set forth herein, the number of Shares set forth on the last page of the Agreement to which these Terms and Conditions for Purchase of Shares are attached as Annex I (the “Signature Page”) for the aggregate purchase price therefor set forth on the Signature Page. 2.2 The Company proposes to enter into substantially this same form of Subscription Agreement with certain other investors (the “Other Investors”) ), on the same material terms and expects to complete sales of Shares to themconditions as set forth herein. The Investor and the Other Investors are hereinafter sometimes collectively referred to as the “Investors,” and this Agreement and the Subscription Agreements executed by the Other Investors are hereinafter sometimes collectively referred to as the “Agreements.” 2.3 Investor acknowledges that the Company has agreed to pay Lazard Oxxxxxxxxxx & Co. Inc. and KeyBanc Capital Markets LLC (“LCM”), JMP Securities LLC and Rxxxxx & Rxxxxxx, LLC Inc. (the “Placement Agents”) a fee (the “Placement Fee”) in respect of the sale of Shares to the Investor. 2.4 The Company has entered into a Placement Agent Agreement, dated December 6November 28, 2006 2007 (the “Placement Agreement”), with the Placement Agents that contains certain representations, warranties, covenants and agreements of the Company that may be relied upon by the Investor, which shall be a third party beneficiary thereof. A copy of the Placement Agreement is available upon request.

Agreement to Sell and Purchase the Shares; Placement Agents. 2.1 At the Closing (as defined in Section 3.1), the Company will sell to the Investor, and the Investor will purchase from the Company, upon the terms and conditions set forth herein, the number of Shares set forth on the last page of the Agreement to which these Terms and Conditions for Purchase of Shares are attached as Annex I (the “Signature Page”) for the aggregate purchase price therefor set forth on the Signature Page. 2.2 The Company proposes to enter into substantially this same form of Subscription Agreement with certain other investors (the “Other Investors”) and expects to complete sales of Shares to them. The Investor and the Other Investors are hereinafter sometimes collectively referred to as the “Investors,” and this Agreement and the Subscription Agreements executed by the Other Investors are hereinafter sometimes collectively referred to as the “Agreements.” 2.3 Investor acknowledges that the Company has agreed to pay Lazard Capital XX Xxxxxx Markets, Inc., XX Xxxxxx Markets LLC (“LCM”), JMP Securities LLC AS and Rxxxxx & Rxxxxxx, LLC the other placement agents named in the Prospectus Supplement (the “Placement Agents”) a fee (the “Placement Fee”) in respect of the sale of Shares to the Investor. 2.4 The Company has entered into a Placement Agent Agency Agreement, dated December 6March [—], 2006 2013 (the “Placement Agreement”), with the Placement Agents that contains certain representations, warranties, covenants and agreements of the Company. By countersigning this Subscription Agreement the Company that may be relied permits the Investor to rely upon by such representations, warranties, covenants and agreements of the Investor, which shall be a third party beneficiary thereofCompany contained in the Placement Agreement.

Agreement to Sell and Purchase the Shares; Placement Agents. 2.1 At the Closing (as defined in Section 3.1), the Company will sell to the Investor, and the Investor will purchase from the Company, upon the terms and conditions set forth herein, the number of Shares set forth on the last page of the Agreement to which these Terms and Conditions for Purchase of Shares are attached as Annex I (the “Signature Page”) for the aggregate purchase price therefor set forth on the Signature Page. 2.2 The Company proposes to enter into substantially this same form of Subscription Agreement with certain other investors (the “Other Investors”) and expects to complete sales of Shares to them. The Investor and the Other Investors are hereinafter sometimes collectively referred to as the “Investors,” and this Agreement and the Subscription Agreements executed by the Other Investors are hereinafter sometimes collectively referred to as the “Agreements.” 2.3 Investor acknowledges that the Company has agreed to pay Lazard Capital XX Xxxxxx Markets, Inc., XX Xxxxxx Markets LLC AS, Pareto Securities Inc., Pareto Securities AS, ABN AMRO Securities (“LCM”), JMP Securities USA) LLC and Rxxxxx & Rxxxxxx, LLC the other placement agents named in the Prospectus Supplement (the “Placement Agents”) a fee (the “Placement Fee”) in respect of the sale of Shares to the Investor. 2.4 The Company has entered into a Placement Agent Agency Agreement, dated December 6on or about October 24, 2006 2014 (the “Placement Agreement”), with the Placement Agents that contains certain representations, warranties, covenants and agreements of the Company. By countersigning this Subscription Agreement the Company that may be relied permits the Investor to rely upon by such representations, warranties, covenants and agreements of the Investor, which shall be a third party beneficiary thereofCompany contained in the Placement Agreement.

Agreement to Sell and Purchase the Shares; Placement Agents. 2.1 At the Closing (as defined in Section 3.1), the Company will sell to the Investor, and the Investor will purchase from the Company, upon the terms and conditions set forth herein, the number of Shares set forth on the last page of the Agreement to which these Terms and Conditions for Purchase of Shares are attached as Annex I (the “Signature Page”) for the aggregate purchase price therefor set forth on the Signature Page. 2.2 The Company proposes to enter into substantially this same form of Subscription Agreement with certain other investors (the “Other Investors”) and expects to complete sales of Shares to them. The Investor and the Other Investors are hereinafter sometimes collectively referred to as the “Investors,” and this Agreement and the Subscription Agreements executed by the Other Investors are hereinafter sometimes collectively referred to as the “Agreements.” 2.3 Investor acknowledges that the Company has agreed to pay Lazard Capital XX Xxxxxx Markets, Inc. and XX Xxxxxx Markets LLC (“LCM”), JMP Securities LLC and Rxxxxx & Rxxxxxx, LLC AS (the “Placement Agents”) a fee (the “Placement Fee”) in respect of the sale of Shares to the Investor. 2.4 The Company has entered into a Placement Agent Agency Agreement, dated December 6September 10, 2006 2014 (the “Placement Agreement”), with the Placement Agents that contains certain representations, warranties, covenants and agreements of the Company. By countersigning this Subscription Agreement the Company that may be relied permits the Investor to rely upon by such representations, warranties, covenants and agreements of the Investor, which shall be a third party beneficiary thereofCompany contained in the Placement Agreement.

Agreement to Sell and Purchase the Shares; Placement Agents. 2.1 At the Closing (as defined in Section 3.1)Closing, the Company will sell to the Investor, and the Investor will purchase from the Company, upon the terms and conditions set forth herein, the number of Shares set forth on the last page of the Agreement to which these Terms and Conditions for Purchase of Shares are attached as Annex I (the “Signature Page”) for the aggregate purchase price therefor set forth on the Signature Page. 2.2 The Company proposes to enter into substantially this same form of Subscription Agreement with certain other investors (the “Other Investors”) and expects to complete sales of Shares to them. The Investor and the Other Investors are hereinafter sometimes collectively referred to as the “Investors,” and this Agreement and the Subscription Agreements executed by the Other Investors are hereinafter sometimes collectively referred to as the “Agreements.” 2.3 Investor acknowledges that the Company has agreed to pay Lazard Capital Markets LLC (“LCM”), JMP Securities LLC and Rxxxxx & Rxxxxxx, LLC the placement agents (the “Placement Agents”) a fee (the “Placement Fee”) in respect of the sale of Shares to the Investor. 2.4 The Company has entered into is a party to that Placement Agent Agreement, dated December 6February 8, 2006 2007 (the “Placement Agreement”), ) with the Placement Agents that contains certain representations, warranties, covenants and agreements of the Company that may be relied upon by the Investor, which shall be a third party beneficiary thereof.

Agreement to Sell and Purchase the Shares; Placement Agents. 2.1 At the Closing (as defined in Section 3.1), the Company will sell to the Investor, and the Investor will purchase from the Company, upon the terms and conditions set forth herein, the number of Shares set forth on the last page of the Agreement to which these Terms and Conditions for Purchase of Shares are attached as Annex I (the “Signature Page”) for the aggregate purchase price therefor set forth on the Signature Page. 2.2 The Company proposes to enter into substantially this same form of Subscription Agreement with certain other investors (the “Other Investors”) and expects to complete sales of Shares to them. The Investor and the Other Investors are hereinafter sometimes collectively referred to as the “Investors,” and this Agreement and the Subscription Agreements executed by the Other Investors are hereinafter sometimes collectively referred to as the “Agreements.” 2.3 The Investor acknowledges that the Company has agreed to pay Lazard Capital Markets LLC (the “LCM”)) and Xxxxxxx Lynch, JMP Securities LLC Pierce, Xxxxxx & Xxxxx Incorporated (“MLPF&S” and Rxxxxx & Rxxxxxxtogether with LCM, LLC (the “Placement Agents”) a fee (the “Placement Fee”) in respect of the sale of the Shares to the Investor. 2.4 The Company has entered into a Placement Agent Agreement, dated December 6, 2006 the date hereof (the “Placement Agreement”), with the Placement Agents that contains certain representations, warranties, covenants and agreements of the Company that that, subject to Section 5 hereof, may be relied upon by the Investor, which shall be a third party beneficiary thereof.

Agreement to Sell and Purchase the Shares; Placement Agents. 2.1 At the Closing (as defined in Section 3.1), the Company will sell to the Investor, and the Investor will purchase from the Company, upon the terms and conditions set forth herein, the number of Shares set forth on the last page of the Agreement to which these Terms and Conditions for Purchase of Shares are attached as Annex I (the “Signature Page”) for the aggregate purchase price therefor set forth on the Signature Page. 2.2 The Company proposes to enter into substantially this same form of Subscription Agreement with certain other investors (the “Other Investors”) and expects to complete sales of Shares to them. The Investor and the Other Investors are hereinafter sometimes collectively referred to as the “Investors,” and this Agreement and the Subscription Agreements executed by the Other Investors are hereinafter sometimes collectively referred to as the “Agreements.” 2.3 Investor acknowledges that the Company has agreed intends to pay Lazard Capital Markets Xxxxxx Xxxxxx Partners LLC and Banc of America Securities LLC (“LCM”)collectively, JMP Securities LLC and Rxxxxx & Rxxxxxx, LLC (the “Placement Agents”) a fee (the “Placement Fee”) in respect of the sale of Shares to the Investor. 2.4 The Company has entered into a Placement Agent Agreement, dated December 6, 2006 Agency Agreement (the “Placement Agency Agreement”), ) with the Placement Agents that contains certain representations, warranties, covenants and agreements of the Company that may be relied upon by the Investor, which shall be a third party beneficiary thereof. A copy of the Agency Agreement is available upon request.

Agreement to Sell and Purchase the Shares; Placement Agents. 2.1 At the Closing (as defined in Section 3.1), the Company will sell to the Investor, and the Investor will purchase from the Company, upon the terms and conditions set forth herein, the number of Shares set forth on the last page of the Agreement to which these Terms and Conditions for Purchase of Shares are attached as Annex I (the “Signature Page”) for the aggregate purchase price therefor set forth on the Signature Page. 2.2 The Company proposes to enter into substantially this same form of Subscription Agreement with certain other investors (the “Other Investors”) and expects to complete sales of Shares to them. The Investor and the Other Investors are hereinafter sometimes collectively referred to as the “Investors,” and this Agreement and the Subscription Agreements executed by the Other Investors are hereinafter sometimes collectively referred to as the “Agreements.” 2.3 Investor acknowledges that the Company has agreed intends to pay Lazard Capital XX Xxxxx Securities Corporation, CIBC World Markets LLC (“LCM”)Corp. and Xxxxx, JMP Securities LLC and Rxxxxx Xxxxxxxx & RxxxxxxXxxx, LLC Inc. (the “Placement Agents”) a fee (the “Placement Fee”) in respect of the sale of Shares to the Investor, and an advisory fee to Seaview Securities. 2.4 The Company has entered intends to enter into a Placement Agent Agreement, dated December 6, 2006 Agreement (the “Placement Agreement”), ) with the Placement Agents that contains certain representations, warranties, covenants and agreements of the Company that may be relied upon by the Investor, which shall be a third party beneficiary thereof. A copy of the Placement Agreement is available upon request.

Agreement to Sell and Purchase the Shares; Placement Agents. 2.1 At the Closing (as defined in Section 3.1), the Company will sell to the Investor, and the Investor will purchase from the Company, upon the terms and conditions set forth herein, the number of Shares set forth on the last page of the Agreement to which these Terms and Conditions for Purchase of Shares are attached as Annex I (the “Signature Page”) for the aggregate purchase price therefor set forth on the Signature Page. 2.2 The Company proposes to enter into substantially this same form of Subscription Agreement with certain other investors (the “Other Investors”) and expects to complete sales of Shares to them). The Investor and the Other Investors are hereinafter sometimes collectively referred to as the “Investors,” and this Agreement and the Subscription Agreements executed by the Other Investors are hereinafter sometimes collectively referred to as the “Agreements.” 2.3 Investor acknowledges that the Company has agreed intends to pay Oxxxxxxxxxx & Co. Inc., Lazard Capital Markets LLC (“LCM”)LLC, JMP Securities LLC and Rxxxxx & Rxxxxxx, LLC and ThinkEquity Partners, LLC (the “Placement Agents”) a fee (the “Placement Fee”) in respect of the sale of Shares to the Investor. 2.4 The Company has entered into a Placement Agent Agreement, dated December 6, 2006 Agreement (the “Placement Agreement”), ) with the Placement Agents Agent that contains certain representations, warranties, covenants and agreements of the Company that may be relied Company. A copy of the Placement Agreement is available upon by the Investor, which shall be a third party beneficiary thereofrequest.

Agreement to Sell and Purchase the Shares; Placement Agents. 2.1 At the Closing (as defined in Section 3.1)Closing, the Company will sell to the Investor, and the Investor will purchase from the Company, upon the terms and conditions set forth herein, the number of Shares set forth on the last page of the Agreement to which these Terms and Conditions for Purchase of Shares are attached as Annex I (the “Signature Page”) for the aggregate purchase price therefor set forth on the Signature Page. 2.2 The Company proposes to enter into substantially this same form of Subscription Agreement with certain other investors (the “Other Investors”) and expects to complete sales of Shares to them. The Investor and the Other Investors are hereinafter sometimes collectively referred to as the “Investors,” and this Agreement and the Subscription Agreements executed by the Other Investors are hereinafter sometimes collectively referred to as the “Agreements.” 2.3 Investor acknowledges that the Company has agreed to pay Xxxxxxxxx & Company, Inc. and Lazard Capital Markets LLC (“LCM”), JMP Securities LLC and Rxxxxx & Rxxxxxx, LLC (the “Placement Agents”) a fee (the “Placement Fee”) in respect of the sale of Shares to the Investor. 2.4 The Company has entered into a Placement Agent Agency Agreement, dated December 6April 2, 2006 2007 (the “Placement Agreement”), with the Placement Agents that contains certain representations, warranties, covenants and agreements of the Company that may be relied upon by the Investor, which shall be a third party beneficiary thereof.

Agreement to Sell and Purchase the Shares; Placement Agents. 2.1 At the Closing (as defined in Section 3.1), the Company will sell to the Investor, and the Investor will purchase from the Company, upon the terms and conditions set forth herein, the number of Shares set forth on the last page of the Agreement to which these Terms and Conditions for Purchase of Shares are attached as Annex I (the “Signature Page”) for the aggregate purchase price therefor set forth on the Signature Page. 2.2 The Company proposes to enter into substantially this same form of Subscription Agreement with certain other investors (the “Other Investors”) and expects to complete sales of Shares to them. The Investor and the Other Investors are hereinafter sometimes collectively referred to as the “Investors,” and this Agreement and the Subscription Agreements executed by the Other Investors are hereinafter sometimes collectively referred to as the “Agreements.” 2.3 Investor acknowledges that the Company has agreed to pay Lazard Capital Markets LLC (“LCM”), JMP Securities LLC and Rxxxxx & Rxxxxxx, LLC () on behalf of the “Placement Agents”) Agents a fee (the “Placement Fee”) in respect of the sale of Shares to the Investor. 2.4 The Company has entered into a Placement Agent Agreement, dated December 613, 2006 (the “Placement Agreement”), with the Placement Agents that contains certain representations, warranties, covenants and agreements of the Company that may be relied upon by the Investor, which shall be a third party beneficiary thereof.

Agreement to Sell and Purchase the Shares; Placement Agents. 2.1 At the Closing (as defined in Section 3.1), the Company will sell to the Investor, and the Investor will purchase from the Company, upon the terms and conditions set forth herein, the number of Shares set forth on the last page of the Agreement to which these Terms and Conditions for Purchase of Shares are attached as Annex I (the I(the “Signature Page”) for the aggregate purchase price therefor set forth on the Signature Page. 2.2 The Company proposes to enter into substantially this same form of Subscription Agreement with certain other investors (the “Other Investors”) and expects to complete sales of Shares to them. The Investor and the Other Investors are hereinafter sometimes collectively referred to as the “Investors,” and this Agreement and the Subscription Agreements executed by the Other Investors are hereinafter sometimes collectively referred to as the “Agreements.” 2.3 Investor acknowledges that the Company has agreed intends to pay Lazard Capital Markets LLC (“LCM”)Xxxxx & Co., JMP Securities LLC and Rxxxxx Xxxxxx & RxxxxxxXxxxxxx, LLC (the “Placement Agents”) a fee (the “Placement Fee”) in respect of the sale of Shares to the Investor. 2.4 The Company has entered into a Placement Agent Agreement, dated December March 6, 2006 (the “Placement Agreement”), ) and indemnities with the Placement Agents that contains certain representations, warranties, covenants and covenants, agreements of the Company that may be relied upon by the Investor, which shall be a third party beneficiary thereof. A copy of the Placement Agreement is available upon request.

Agreement to Sell and Purchase the Shares; Placement Agents. 2.1 At the Closing (as defined in Section 3.1), the Company will sell to the Investor, and the Investor will purchase from the Company, upon the terms and conditions set forth herein, the number of Shares set forth on the last page of the Agreement to which these Terms and Conditions for Purchase of Shares are attached as Annex I (the “Signature Page”) for the aggregate purchase price therefor set forth on the Signature Page. 2.2 The Company proposes to enter into substantially this same form of Subscription Agreement with certain other investors (the “Other Investors”) and expects to complete sales of Shares to them. The Investor and the Other Investors are hereinafter sometimes collectively referred to as the “Investors,” and this Agreement and the Subscription Agreements executed by the Other Investors are hereinafter sometimes collectively referred to as the “Agreements.” 2.3 Investor acknowledges that the Company has agreed to pay Lazard Capital Markets LLC (“LCM”)Clarksons Platou Securities, JMP Inc., Clarksons Platou Securities LLC AS and Rxxxxx & Rxxxxxx, LLC the other placement agents named in the Prospectus Supplement (the “Placement Agents”) a fee (the “Placement Fee”) in respect of the sale of Shares to the Investor. 2.4 The Company has entered into a Placement Agent Agency Agreement, dated December 6May 13, 2006 2015 (the “Placement Agreement”), with the Placement Agents that contains certain representations, warranties, covenants and agreements of the Company. By countersigning this Subscription Agreement the Company that may be relied permits the Investor to rely upon by such representations, warranties, covenants and agreements of the Investor, which shall be a third party beneficiary thereofCompany contained in the Placement Agreement.

Agreement to Sell and Purchase the Shares; Placement Agents. 2.1 At the Closing (as defined in Section 3.1), the Company will sell to the Investor, and the Investor will purchase from the Company, upon the terms and conditions set forth herein, the number of Shares set forth on the last page of the Agreement to which these Terms and Conditions for Purchase of Shares are attached as Annex I (the “Signature Page”) for the aggregate purchase price therefor set forth on the Signature Page. 2.2 The Company proposes to enter into substantially this same form of Subscription Agreement with certain other investors (the “Other Investors”) and expects to complete sales of Shares to them. The Investor and the Other Investors are hereinafter sometimes collectively referred to as the “Investors,” and this Agreement and the Subscription Agreements executed by the Other Investors are hereinafter sometimes collectively referred to as the “Agreements.” 2.3 Investor acknowledges that the Company has agreed to pay Lazard Capital XX Xxxxxx Markets, Inc., XX Xxxxxx Markets LLC (“LCM”), JMP Securities LLC AS and Rxxxxx & Rxxxxxx, LLC the other placement agents named in the Prospectus Supplement (the “Placement Agents”) a fee (the “Placement Fee”) in respect of the sale of Shares to the Investor. 2.4 The Company has entered into a Placement Agent Agency Agreement, dated December 6May [-], 2006 2013 (the “Placement Agreement”), with the Placement Agents that contains certain representations, warranties, covenants and agreements of the Company. By countersigning this Subscription Agreement the Company that may be relied permits the Investor to rely upon by such representations, warranties, covenants and agreements of the Investor, which shall be a third party beneficiary thereofCompany contained in the Placement Agreement.

Agreement to Sell and Purchase the Shares; Placement Agents. 2.1 At the Closing (as defined in Section 3.1), the Company will sell to the Investor, and the Investor will purchase from the Company, upon the terms and conditions set forth herein, the number of Shares set forth on the last page of the Agreement to which these Terms and Conditions for Purchase of Shares are attached as Annex I (the “Signature Page”) for the aggregate purchase price therefor set forth on the Signature Page. 2.2 The Company proposes to enter into substantially this same form of Subscription Agreement with certain other investors (the “Other Investors”) and expects to complete sales of Shares to them. The Investor and the Other Investors are hereinafter sometimes collectively referred to as the “Investors,” and this Agreement and the Subscription Agreements executed by the Other Investors are hereinafter sometimes collectively referred to as the “Agreements.” 2.3 Investor acknowledges that the Company has agreed to pay Lazard Capital Markets LLC (“LCM”), JMP Securities LLC Canaccord Xxxxx Inc. (“Canaccord”) and Rxxxxx Xxxxxx Xxxxxx & RxxxxxxCo. Inc. (“Xxxxxx Xxxxxx” and together with LCM and Canaccord, LLC (the “Placement Agents”) a fee (the “Placement Fee”) in respect of the sale of Shares to the Investor. 2.4 The Company has entered into a Placement Agent Agreement, dated December 6_____ __, 2006 2007 (the “Placement Agreement”), with the Placement Agents that contains certain representations, warranties, covenants and agreements of the Company that may be relied upon by the Investor, which shall be a third party beneficiary thereof.

Agreement to Sell and Purchase the Shares; Placement Agents. 2.1 At the Closing (as defined in Section 3.1), the Company will sell to the Investor, and the Investor will purchase from the Company, upon the terms and conditions set forth herein, the number of Shares set forth on the last page of the Agreement to which these Terms and Conditions for Purchase of Shares are attached as Annex I (the “Signature Page”) for the aggregate purchase price therefor set forth on the Signature Page. 2.2 The Company proposes to enter into substantially this same form of Subscription Agreement with certain other investors (the “Other Investors”) and expects to complete sales of Shares to them. The Investor and the Other Investors are hereinafter sometimes collectively referred to as the “Investors,” and this Agreement and the Subscription Agreements executed by the Other Investors are hereinafter sometimes collectively referred to as the “Agreements.” 2.3 Investor acknowledges that the Company has agreed intends to pay Lazard Capital Markets LLC (“LCM”)Xxxxx & Co., JMP Securities LLC and Rxxxxx Xxxxx Xxxxxxx & Rxxxxxx, LLC Co. (the “Placement Agents”) a fee (the “Placement Fee”) in respect of the sale of Shares to the Investor. 2.4 The Company has entered into a Placement Agent Agreement, dated December 6March 24, 2006 (the “Placement Agreement”), with the Placement Agents that contains certain representations, warranties, covenants covenants, and agreements of the Company that may be relied upon by the Investor, which shall be a third party beneficiary thereof. A copy of the Placement Agreement is available upon request.

Agreement to Sell and Purchase the Shares; Placement Agents. 2.1 At the Closing (as defined in Section 3.1), the Company will sell to the Investor, and the Investor will purchase from the Company, upon the terms and conditions set forth herein, the number of Shares set forth on the last page of the Agreement to which these Terms and Conditions for Purchase of Shares are attached as Annex I (the “"Signature Page”") for the aggregate purchase price therefor set forth on the Signature Page. 2.2 The Company proposes to enter into substantially this same form of Subscription Agreement with certain other investors (the “"Other Investors”") and expects to complete sales of Shares to them. The Investor and the Other Investors are hereinafter sometimes collectively referred to as the “"Investors,” " and this Agreement and the Subscription Agreements executed by the Other Investors are hereinafter sometimes collectively referred to as the “"Agreements.”" 2.3 Investor acknowledges that the Company has agreed intends to pay Lazard Capital Markets LLC XX Xxxxx & Co., LLC, Xxxxxxx & Company, Inc. and X.X. Xxxxxxx & Sons, Inc. (“LCM”)together, JMP Securities LLC and Rxxxxx & Rxxxxxx, LLC (the “"Placement Agents”") a fee (the “"Placement Fee”") in respect of the sale of Shares to the Investor. 2.4 The Company has entered into a Placement Agent Agreement, dated December 6, 2006 Agreement (the “"Placement Agreement”), ") with the Placement Agents that contains certain representations, warranties, covenants and agreements of the Company that may be relied upon by the Investor, which shall be a third party beneficiary thereof. A copy of the Placement Agreement is available upon request.

Agreement to Sell and Purchase the Shares; Placement Agents. 2.1 At the Closing (as defined in Section 3.1), the Company will sell to the Investor, and the Investor will purchase from the Company, upon the terms and conditions set forth herein, the number of Shares set forth on the last page of the Agreement to which these Terms and Conditions for Purchase of Shares are attached as Annex I (the “Signature Page”) for the aggregate purchase price therefor set forth on the Signature Page. 2.2 The Company proposes to enter into substantially this same form of Subscription Agreement with certain other investors (the “Other Investors”) and expects to complete sales of Shares to them. The Investor and the Other Investors are hereinafter sometimes collectively referred to as the “Investors,” and this Agreement and the Subscription Agreements executed by the Other Investors are hereinafter sometimes collectively referred to as the “Agreements.” 2.3 Investor acknowledges that the Company has agreed intends to pay Lazard Capital Markets LLC (“LCM”), JMP Securities Xxxxxx Xxxxxx Partners LLC and Rxxxxx & RxxxxxxXxxx Capital Partners, LLC (collectively, the “Placement Agents”) a fee (the “Placement Fee”) in respect of the sale of Shares to the Investor. 2.4 The Company has entered into a Placement Agent Agreement, dated December 6, 2006 Agency Agreement (the “Placement Agreement”), ) with the Placement Agents that contains certain representations, warranties, covenants and agreements of the Company that may be relied upon by the Investor, which shall be a third party beneficiary thereof. A copy of the Placement Agreement is available upon request.

Agreement to Sell and Purchase the Shares; Placement Agents. 2.1 At the Closing (as defined in Section 3.1), the Company will sell to the Investor, and the Investor will purchase from the Company, upon the terms and conditions set forth herein, the number of Shares set forth on the last page of the Agreement to which these Terms and Conditions for Purchase of Shares are attached as Annex I (the “Signature Page”) for the aggregate purchase price therefor set forth on the Signature Page. 2.2 The Company proposes to enter into substantially this same form of Subscription Agreement with certain other investors (the “Other Investors”) and expects to complete sales of Shares to them. The Investor and the Other Investors are hereinafter sometimes collectively referred to as the “Investors,” and this Agreement and the Subscription Agreements executed by the Other Investors are hereinafter sometimes collectively referred to as the “Agreements.” 2.3 Investor acknowledges that the Company has agreed to pay Lazard Capital XX Xxxxxx Markets, Inc., XX Xxxxxx Markets LLC (“LCM”), JMP Securities LLC AS and Rxxxxx & Rxxxxxx, LLC the other placement agents named in the Prospectus Supplement (the “Placement Agents”) a fee (the “Placement Fee”) in respect of the sale of Shares to the Investor. 2.4 The Company has entered into a Placement Agent Agency Agreement, dated December 6September 11, 2006 2013 (the “Placement Agreement”), with the Placement Agents that contains certain representations, warranties, covenants and agreements of the Company. By countersigning this Subscription Agreement the Company that may be relied permits the Investor to rely upon by such representations, warranties, covenants and agreements of the Investor, which shall be a third party beneficiary thereofCompany contained in the Placement Agreement.

Agreement to Sell and Purchase the Shares; Placement Agents. 2.1 At the Closing (as defined in Section 3.1)Closing, the Company will sell to the Investor, and the Investor will purchase from the Company, upon the terms and conditions set forth herein, the number of Shares set forth on the last page of the Agreement to which these Terms and Conditions for Purchase of Shares are attached as Annex I (the “Signature Page”) for the aggregate purchase price therefor set forth on the Signature Page. 2.2 The Company proposes to enter into substantially this same form of Subscription Agreement with certain other investors (the “Other Investors”) and expects to complete sales of Shares to them. The Investor and the Other Investors are hereinafter sometimes collectively referred to as the “Investors,” and this Agreement and the Subscription Agreements executed by the Other Investors are hereinafter sometimes collectively referred to as the “Agreements.” 2.3 The Investor acknowledges that the Company has agreed to pay Lazard Capital Markets LLC (“LCM”), JMP Securities LLC and Rxxxxx & Rxxxxxx, LLC (the “Placement Agents”) Cowen a fee (the “Placement Fee”) in respect of the sale of Shares to the InvestorInvestor (such fee to be divided among the Placement Agents pursuant to a prior existing agreement between the Placement Agents). 2.4 The Company has entered into a Placement Agent Agreement, dated December 67, 2006 (the “Placement Agreement”), with the Placement Agents that contains certain representations, warranties, covenants and agreements of the Company that may be relied upon by the Investor, which shall be a third party beneficiary thereof.

Agreement to Sell and Purchase the Shares; Placement Agents. 2.1 At the Closing (as defined in Section 3.1), the Company will sell to the Investor, and the Investor will purchase from the Company, upon the terms and conditions set forth herein, the number of Shares set forth on the last page of the Agreement to which these Terms and Conditions for Purchase of Shares are attached as Annex I (the “Signature Page”) for the aggregate purchase price therefor set forth on the Signature Page. 2.2 The Company proposes to enter into substantially this same form of Subscription Agreement with certain other investors (the “Other Investors”) and expects to complete sales of Shares to them. The Investor and the Other Investors are hereinafter sometimes collectively referred to as the “Investors,” and this Agreement and the Subscription Agreements executed by the Other Investors are hereinafter sometimes collectively referred to as the “Agreements.” 2.3 Investor acknowledges that the Company has agreed to pay Lazard Capital Markets LLC (“LCM”)Fearnley Securities, JMP Securities LLC Inc. and Rxxxxx & Rxxxxxx, LLC the other placement agents named in the Prospectus Supplement (the “Placement Agents”) a fee (the “Placement Fee”) in respect of the sale of Shares to the Investor. 2.4 The Company has entered into a Placement Agent Agency Agreement, dated December 6October 18, 2006 2019 (the “Placement Agreement”), with the Placement Agents that contains certain representations, warranties, covenants and agreements of the Company. By countersigning this Subscription Agreement the Company that may be relied permits the Investor to rely upon by such representations, warranties, covenants and agreements of the Investor, which shall be a third party beneficiary thereofCompany contained in the Placement Agreement.

Agreement to Sell and Purchase the Shares; Placement Agents. 2.1 At the Closing (as defined in Section 3.1), the Company will sell to the Investor, and the Investor will purchase from the Company, upon the terms and conditions set forth herein, the number of Shares set forth on the last page of the Agreement to which these Terms and Conditions for Purchase of Shares are attached as Annex I (the “"Signature Page”") for the aggregate purchase price therefor set forth on the Signature Page. 2.2 The Company proposes to enter into substantially this same form of Subscription Agreement with certain other investors (the “"Other Investors”) and expects to complete sales of Shares to them"). The Investor and the Other Investors are hereinafter sometimes collectively referred to as the “"Investors,” " and this Agreement and the Subscription Agreements executed by the Other Investors are hereinafter sometimes collectively referred to as the “"Agreements.”" 2.3 Investor acknowledges that the Company has agreed intends to pay Xxxxxxxxxxx & Co. Inc., Lazard Capital Markets LLC (“LCM”)LLC, JMP Securities Xxxxxx & Xxxxxxx, LLC and Rxxxxx & RxxxxxxThinkEquity Partners, LLC (the “"Placement Agents”") a fee (the “"Placement Fee”") in respect of the sale of Shares to the Investor. 2.4 The Company has entered into a Placement Agent Agreement, dated December 6, 2006 Agreement (the “"Placement Agreement”), ") with the Placement Agents Agent that contains certain representations, warranties, covenants and agreements of the Company that may be relied Company. A copy of the Placement Agreement is available upon by the Investor, which shall be a third party beneficiary thereofrequest.

Agreement to Sell and Purchase the Shares; Placement Agents. 2.1 At the Closing (as defined in Section 3.1), the Company will sell to the Investor, and the Investor will purchase from the Company, upon the terms and conditions set forth herein, the number of Shares set forth on the last page of the Agreement to which these Terms and Conditions for Purchase of Shares are attached as Annex I (the “"Signature Page”") for the aggregate purchase price therefor set forth on the Signature Page. 2.2 The Company proposes to enter into substantially this same form of Subscription Agreement with certain other investors (the “"Other Investors”") and expects to complete sales of Shares to them. The Investor and the Other Investors are hereinafter sometimes collectively referred to as the “"Investors,” " and this Agreement and the Subscription Agreements executed by the Other Investors are hereinafter sometimes collectively referred to as the “"Agreements.”" 2.3 Investor acknowledges that the Company has agreed intends to pay Credit Suisse Securities (USA) LLC and Lazard Capital Markets LLC (“LCM”), JMP Securities LLC and Rxxxxx & Rxxxxxx, LLC (the “"Placement Agents”") a fee (the “"Placement Fee”") in respect of the sale of Shares to the Investor. 2.4 The Company has entered into a Placement Agent Agreement, dated December 6November 15, 2006 (the “"Placement Agreement”"), with the Placement Agents that contains certain representations, warranties, covenants covenants, and agreements of the Company that may be relied upon by the Investor, which shall be a third party beneficiary thereof. A copy of the Placement Agreement is available upon request.

Agreement to Sell and Purchase the Shares; Placement Agents. 2.1 At the Closing (as defined in Section 3.1), the Company will sell to the Investor, and the Investor will purchase from the Company, upon the terms and conditions set forth herein, the number of Shares set forth on the last page of the Agreement to which these Terms and Conditions for Purchase of Shares are attached as Annex I (the “Signature Page”) for the aggregate purchase price therefor set forth on the Signature Page. 2.2 The Company proposes to enter into substantially this same form of Subscription Agreement with certain other investors (the “Other Investors”) and expects to complete sales of Shares to them. The Investor and the Other Investors are hereinafter sometimes collectively referred to as the “Investors,” and this Agreement and the Subscription Agreements executed by the Other Investors are hereinafter sometimes collectively referred to as the “Agreements.” 2.3 Investor acknowledges that the Company has agreed to pay Lazard Capital Markets LLC (“LCM”), JMP Securities Xxxxxxx & Company, LLC and Rxxxxx Xxxxxx & RxxxxxxXxxxxxx, LLC (the “Placement Agents”) a fee (the “Placement Fee”) in respect of the sale of Shares to the Investor. 2.4 The Company has entered into a Placement Agent Agreement, dated December 6November 21, 2006 (the “Placement Agreement”), with the Placement Agents that contains certain representations, warranties, covenants and agreements of the Company that may be relied upon by the Investor, which shall be a third party beneficiary thereof.

Agreement to Sell and Purchase the Shares; Placement Agents. 2.1 At the Closing (as defined in Section 3.1), the Company will sell to the Investor, and the Investor will purchase from the Company, upon the terms and conditions set forth herein, the number of Shares set forth on the last page of the Agreement to which these Terms and Conditions for Purchase of Shares are attached as Annex I (the “Signature Page”) for the aggregate purchase price therefor set forth on the Signature Page. 2.2 The Company proposes to enter into substantially this same form of Subscription Agreement with certain anticipates that other investors (the “Other Investors”) will participate in the Offering, and expects to complete sales of Shares to them. The Company agrees that such Other Investors will execute substantially the same form of Subscription Agreement as this Agreement. The Investor and the Other Investors are hereinafter sometimes collectively referred to as the “Investors,” and this Agreement and the Subscription Agreements executed by the Other Investors are hereinafter sometimes collectively referred to as the “Agreements.” 2.3 Investor acknowledges that the Company has agreed to pay Lazard Capital Markets LLC (“LCM”)) and Xxxxx Xxxxxxx & Co. (“Piper”, JMP Securities LLC and Rxxxxx & Rxxxxxxtogether with LCM, LLC (the “Placement Agents”) a fee of 6.38% (the “Placement Fee”) in respect of the sale of Shares to the Investor. 2.4 The Company has entered into a Placement Agent Agreement, dated December 6, 2006 the date hereof (the “Placement Agreement”), with the Placement Agents that contains certain representations, warranties, covenants representations and agreements warranties of the Company that may be relied upon by the Investor, which shall be a third party beneficiary thereof.

Agreement to Sell and Purchase the Shares; Placement Agents. 2.1 At the Closing (as defined in Section 3.13.1 of this Annex I), the Company will sell to the Investor, and the Investor will purchase from the Company, upon the terms and conditions set forth herein, the number of Shares set forth on the last page of the Agreement to which these Terms and Conditions for Purchase of Shares are attached as Annex I (the “Signature Page”) for the aggregate purchase price therefor set forth on the Signature Page. 2.2 The Company proposes to enter into substantially this same form of Subscription Agreement with certain other investors (the “Other Investors”) and expects to complete sales of Shares to them. The Investor and the Other Investors are hereinafter sometimes collectively referred to as the “Investors,” and this Agreement and the Subscription Agreements executed by the Other Investors are hereinafter sometimes collectively referred to as the “Agreements.” 2.3 The Investor acknowledges that the Company has agreed intends to pay Lazard Capital Markets LLC (“LCM”)Leerink Sxxxx, JMP Securities LLC and Rxxxxx & RxxxxxxRiverbank Capital Securities, LLC Inc. (collectively, the “Placement Agents”) a fee (the “Placement Fee”) in respect of the sale of Shares to the Investor. 2.4 The Company has entered into a Placement Agent Agency Agreement, dated December 6May 8, 2006 2008 (the “Placement Agreement”), with the Placement Agents that contains certain representations, warranties, covenants covenants, and agreements of the Company that may be relied upon by the Investor, which shall be a third party beneficiary thereof. A copy of the Placement Agreement is available upon request.

Agreement to Sell and Purchase the Shares; Placement Agents. 2.1 At the Closing (as defined in Section 3.1), the Company will sell to the Investor, and the Investor will purchase from the Company, upon the terms and conditions set forth herein, the number of Shares set forth on the last page of the Agreement to which these Terms and Conditions for Purchase of Shares are attached as Annex I (the “Signature Page”) for the aggregate purchase price therefor set forth on the Signature Page. 2.2 The Company proposes to enter into substantially this same form of Subscription Agreement with certain other investors (the “Other Investors”) and expects to complete sales of Shares to them. The Investor and the Other Investors are hereinafter sometimes collectively referred to as the “Investors,” and this Agreement and the Subscription Agreements executed by the Other Investors are hereinafter sometimes collectively referred to as the “Agreements.” 2.3 Investor acknowledges that the Company has agreed to pay Lazard Capital XX Xxxxxx Markets, Inc., XX Xxxxxx Markets LLC (“LCM”), JMP Securities LLC AS and Rxxxxx & Rxxxxxx, LLC the other placement agents named in the Prospectus Supplement (the “Placement Agents”) a fee (the “Placement Fee”) in respect of the sale of Shares to the Investor. 2.4 The Company has entered into a Placement Agent Agency Agreement, dated December 6January [—], 2006 2013 (the “Placement Agreement”), with the Placement Agents that contains certain representations, warranties, covenants and agreements of the Company. By countersigning this Subscription Agreement the Company that may be relied permits the Investor to rely upon by such representations, warranties, covenants and agreements of the Investor, which shall be a third party beneficiary thereofCompany contained in the Placement Agreement.

Agreement to Sell and Purchase the Shares; Placement Agents. 2.1 At the Closing (as defined in Section 3.1), the Company will sell to the Investor, and the Investor will purchase from the Company, upon the terms and conditions set forth herein, the number of Shares set forth on the last page of the Agreement to which these Terms and Conditions for Purchase of Shares are attached as Annex I (the “Signature Page”) for the aggregate purchase price therefor set forth on the Signature Page. 2.2 The Company proposes to enter into substantially this same form of Subscription Agreement with certain other investors (the “Other Investors”) and expects to complete sales of Shares to them. The Investor and the Other Investors are hereinafter sometimes collectively referred to as the “Investors,” and this Agreement and the Subscription Agreements executed by the Other Investors are hereinafter sometimes collectively referred to as the “Agreements.” 2.3 Investor acknowledges that the Company has agreed to pay Lazard Capital Markets LLC (“LCM”), JMP Securities LLC and Rxxxxx & Rxxxxxx, LLC (the “Placement Agents”) Agent a fee (the “Placement Fee”) in respect of the sale of Shares to the Investor. 2.4 The Company has entered into a Placement Agent Agency Agreement, dated December 6July 31, 2006 2008 (the “Placement Agreement”), with the Placement Agents Agent that contains certain representations, warranties, covenants and agreements of the Company. The Company confirms that may be relied upon by neither it nor any officer, director or duly authorized representative has provided the InvestorInvestor with material, which shall be a third party beneficiary thereofnon-public information.

Agreement to Sell and Purchase the Shares; Placement Agents. 2.1 At the Closing (as defined in Section 3.1), the Company will sell to the Investor, and the Investor will purchase from the Company, upon the terms and conditions set forth herein, the number of Shares set forth on the last page of the Agreement to which these Terms and Conditions for Purchase of Shares are attached as Annex I (the “Signature Page”) for the aggregate purchase price therefor set forth on the Signature Page. 2.2 The Company proposes to enter into substantially this same form of Subscription Agreement with certain other investors (the “Other Investors”) and expects to complete sales of Shares to them. The Investor and the Other Investors are hereinafter sometimes collectively referred to as the “Investors,” and this Agreement and the Subscription Agreements executed by the Other Investors are hereinafter sometimes collectively referred to as the “Agreements.” 2.3 Investor acknowledges that the Company has agreed to pay Lazard Capital XX Xxxxxx Markets, Inc., XX Xxxxxx Markets LLC (“LCM”), JMP Securities LLC AS and Rxxxxx & Rxxxxxx, LLC the other placement agents named in the Prospectus Supplement (the “Placement Agents”) a fee (the “Placement Fee”) in respect of the sale of Shares to the Investor. 2.4 The Company has entered into a Placement Agent Agency Agreement, dated December 6May , 2006 2013 (the “Placement Agreement”), with the Placement Agents that contains certain representations, warranties, covenants and agreements of the Company. By countersigning this Subscription Agreement the Company that may be relied permits the Investor to rely upon by such representations, warranties, covenants and agreements of the Investor, which shall be a third party beneficiary thereofCompany contained in the Placement Agreement.

Agreement to Sell and Purchase the Shares; Placement Agents. 2.1 At the Closing (as defined in Section 3.1), the Company will sell to the Investor, and the Investor will purchase from the Company, upon the terms and conditions set forth herein, the number of Shares set forth on the last page of the Agreement to which these Terms and Conditions for Purchase of Shares are attached as Annex I (the “Signature Page”) for the aggregate purchase price therefor set forth on the Signature Page. 2.2 The Company proposes to enter into substantially this same form of Subscription Agreement with certain other investors (the “Other Investors”) and expects to complete sales of Shares to them. The Investor and the Other Investors are hereinafter sometimes collectively referred to as the “Investors,” and this Agreement and the Subscription Agreements executed by the Other Investors are hereinafter sometimes collectively referred to as the “Agreements.” 2.3 Investor acknowledges that the Company has agreed intends to pay Lazard XX Xxxxx Securities Corporation and Xxxx Capital Markets LLC (“LCM”), JMP Securities LLC and Rxxxxx & RxxxxxxPartners, LLC (the “Placement Agents”) a fee (the “Placement Fee”) in respect of the sale of Shares to the Investor. 2.4 The Company has entered into a Placement Agent Agreement, dated December 6, 2006 Agreement (the “Placement Agreement”), ) with the Placement Agents that contains certain representations, warranties, covenants and agreements of the Company that may be relied upon by the Investor, which shall be a third party beneficiary thereof. A copy of the Placement Agreement is available upon request.

Agreement to Sell and Purchase the Shares; Placement Agents. 2.1 At the Closing (as defined in Section 3.1), the Company will sell to the Investor, and the Investor will purchase from the Company, upon the terms and conditions set forth herein, the number of Shares set forth on the last page of the Agreement to which these Terms and Conditions for Purchase of Shares are attached as Annex I (the “Signature Page”) for the aggregate purchase price therefor set forth on the Signature Page. 2.2 The Company proposes to enter into substantially this same form of Subscription Agreement with certain other investors (the “Other Investors”) and expects to complete sales of Shares to them. The Investor and the Other Investors are hereinafter sometimes collectively referred to as the “Investors,” and this Agreement and the Subscription Agreements executed by the Other Investors are hereinafter sometimes collectively referred to as the “Agreements.” 2.3 Investor acknowledges that the Company has agreed to pay Lazard Capital Markets Xxxxxxx & Company, LLC (“LCMXxxxxxx”)) and Xxxxxxxxxxx & Co. Inc. (“Opco” and, JMP Securities LLC and Rxxxxx & Rxxxxxxtogether with Xxxxxxx, LLC (the “Placement Agents”) a fee (the “Placement Fee”) in respect of the sale of Shares to the Investor. 2.4 The Company has entered into a Placement Agent Agency Agreement, dated December 6July [___], 2006 2009 (the “Placement Agreement”), with the Placement Agents that contains certain representations, warranties, covenants and agreements of the Company that may be relied upon by the Investor, which shall be a third party beneficiary thereof.