Common use of Agreements of the Company and the Selling Shareholder Clause in Contracts

Agreements of the Company and the Selling Shareholder. The Company and the Selling Shareholder each covenant and agree with the Underwriters as follows: (a) The Company will not, either prior to the Effective Date or thereafter during such period as the Prospectus is required by law to be delivered in connection with sales of the Shares by an Underwriter or dealer, file any amendment or supplement to the Registration Statement or the Prospectus, unless a copy thereof shall first have been submitted to the Representatives within a reasonable period of time prior to the filing thereof and the Representatives shall not have objected thereto in good faith. (b) The Company will use its best efforts to cause the Registration Statement to become effective, and will notify the Representatives promptly, and will confirm such advice in writing, (i) when the Registration Statement has become effective and when any post-effective amendment thereto becomes effective, (ii) of any request by the Commission for amendments or supplements to the Registration Statement or the Prospectus or for additional information, (iii) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for that purpose or the threat thereof, (iv) of the happening of any event during the period mentioned in the second sentence of Section 5(e) that in the judgment of the Company makes any statement made in the Registration Statement or the Prospectus untrue or that requires the making of any changes in the Registration Statement or the Prospectus in order to make the statements therein, in the light of the circumstances in which they are made, not misleading and (v) of receipt by the Company or any representative or attorney of the Company of any other communication from the Commission relating to the Company, the Registration Statement, any preliminary prospectus, the Prospectus or the offering. If at any time the Commission shall issue any order suspending the effectiveness of the Registration Statement, the Company will make every reasonable effort to obtain the withdrawal of such order at the earliest possible moment. If the Company has omitted any information from the Registration Statement pursuant to Rule 430A of the Rules and Regulations, the Company will comply with the provisions of and make all requisite filings with the Commission pursuant to said Rule 430A and notify the Representatives promptly of all such filings. If the Company elects to rely upon Rule 462(b) under the Act, the Company shall file a registration statement under Rule 462(b) with the Commission in compliance with Rule 462(b) by 10:00 p.m., Washington, D.C. time, on the date of this Agreement, and the Company shall at the time of filing either pay to the Commission the filing fee for such Rule 462(b) registration statement or give irrevocable instructions for the payment of such fee pursuant to the Rules and Regulations. (c) The Company will furnish to each of the Representatives, without charge, one signed copy of each of the Registration Statement and of any pre- or post-effective amendment thereto, including financial statements and schedules, and all exhibits thereto, and will furnish to the Representatives, without charge, for transmittal to each of the other Underwriters, a copy of the Registration Statement and any pre- or post-effective amendment thereto, including financial statements and schedules but without exhibits. (d) The Company will comply with all the provisions of any undertakings contained in the Registration Statement. (e) On the Effective Date, and thereafter from time to time, the Company will deliver to each of the Underwriters, without charge, as many copies of the Prospectus or any amendment or supplement thereto as the Representatives may reasonably request. The Company and the Selling Shareholder consent to the use of the Prospectus or any amendment or supplement thereto by the Underwriters and by all dealers to whom the Shares may be sold, both in connection with the offering or sale of the Shares and for any period of time thereafter during which the Prospectus is required by law to be delivered in connection therewith. If during such period of time any event shall occur which in the reasonable judgment of the Company or counsel to the Underwriters should be set forth in the Prospectus in order to make any statement therein, in the light of the circumstances under which it was made, not misleading, or if it is necessary to supplement or amend the Prospectus to comply with law, the Company will forthwith prepare and duly file with the Commission an appropriate supplement or amendment thereto, and will deliver to each of the Underwriters, without charge, such number of copies of such supplement or amendment to the Prospectus as the Representatives may reasonably request. The Company will not file any document under the Exchange Act or the Exchange Act Rules and Regulations before the termination of the offering of the Shares by the Underwriters, if such document would be deemed to be incorporated by reference into the Prospectus, that is not approved by the Representatives after reasonable notice thereof. (f) Prior to the public offering of the Shares contemplated by this Agreement, the Company will cooperate with the Representatives and counsel to the Underwriters in connection with the registration or qualification of the Shares for offer and sale under the securities or Blue Sky laws of such jurisdictions as the Representatives may request; provided, that in no event shall the Company be obligated to qualify to do business in any jurisdiction where it is not now so qualified or to take any action which would subject it to general service of process in any jurisdiction where it is not now so subject. (g) The Company will, so long as and to the extent required under the Rules and Regulations, furnish to its Shareholders as soon as practicable after the end of each fiscal year an annual report (including a balance sheet and statements of income, Shareholders' equity and cash flow of the Company and its consolidated Subsidiaries, certified by independent public accountants) and, as soon as practicable after the end of each of the first three quarters of each fiscal year (beginning with the fiscal quarter ending after the effective date of the Registration Statement), consolidated summary financial information of the Company and its Subsidiaries for such quarter in reasonable detail. (h) During the period of five years commencing on the Effective Date, the Company will furnish to the Representatives and each other Underwriter who may so request copies of such financial statements and other periodic and special reports as the Company may from time to time distribute generally to the holders of any class of its capital stock, and will furnish to the Representatives and each other Underwriter who may so request a copy of each annual or other report it shall be required to file with the Commission. (i) The Company will timely file such reports under the Exchange Act as are necessary to make generally available to holders of its securities as soon as may be practicable an earning statement (which need not be audited but shall be in reasonable detail) covering a period of 12 months commencing after the Effective Date, which will satisfy the provisions of Section 11(a) of the Act (including Rule 158 of the Rules and Regulations). (j) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company and, unless otherwise paid by the Company, the Selling Shareholder will pay or reimburse if paid by the Representatives, in such proportions as they may agree upon themselves, all costs and expenses incident to the performance of the obligations of the Company and the Selling Shareholder under this Agreement and in connection with the transactions contemplated hereby, including but not limited to costs and expenses of or relating to (i) the preparation, printing and filing of the Registration Statement and exhibits to it, each preliminary prospectus, Prospectus and any amendment or supplement to the Registration Statement or Prospectus, (ii) the preparation and delivery of certificates representing the Shares, (iii) the printing of this Agreement, the Agreement Among Underwriters, any Selected Dealer Agreements, any Underwriters' Questionnaires, the Shareholder's Agreement, any Underwriters' Powers of Attorney, and any invitation letters to prospective Underwriters, (iv) furnishing (including costs of shipping and mailing) such copies of the Registration Statement, the Prospectus and any preliminary prospectus, and all amendments and supplements thereto, as may be requested for use in connection with the offering and sale of the Shares by the Underwriters or by dealers to whom Shares may be sold, (v) the listing of the Shares on the NNM, (vi) any filing fees associated with filings required to be made by the Underwriters with the NASD, and the fees, disbursements and other charges of counsel for the Underwriters in connection therewith, (vii) the registration or qualification of the Shares for offer and sale under the securities or Blue Sky laws of such jurisdictions designated pursuant to Section 5(f), including the fees, disbursements and other charges of counsel to the Underwriters in connection therewith, and the preparation and printing of preliminary, supplemental and final Blue Sky memoranda, (viii) fees, disbursements and other charges of counsel to the Company (but not those of counsel for the Underwriters, except as otherwise provided herein) and (ix) the transfer agent for the Shares. The Underwriters may deem the Company to be the primary obligor with respect to all costs, fees and expenses to be paid by the Company and by the Selling Shareholder. The Selling Shareholder will pay (directly or by reimbursement) all fees and expenses incident to the performance of the Selling Shareholder's obligations under this Agreement that are not otherwise specifically provided for herein, including but not limited to any fees and expenses of counsel for such Selling Shareholder, any fees and expenses of the Custodian, and all expenses and taxes incident to the sale and delivery of the Shares to be sold by such Selling Shareholder to the Underwriters hereunder. (k) The Company and the Selling Shareholder will not at any time, directly or indirectly, take any action designed or which might reasonably be expected to cause or result in, or which will constitute, stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of any of the Shares. (l) The Company will apply the net proceeds from the offering and sale of the Shares to be sold by the Company in the manner set forth in the Prospectus under "Use of Proceeds." (m) During the period beginning from the date hereof and continuing to and including the date 90 days after the date of the Prospectus, without the prior written consent of Xxxxxxx & Company, Inc., the Company will not (1) offer, sell, contract to sell, pledge, grant options, warrants or rights to purchase or otherwise dispose of any equity securities of the Company or any other securities convertible into or exchangeable for its Common Stock or other equity security (other than pursuant hereto and to employee stock option plans and the stock purchase plan disclosed in the Prospectus), or (2) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of shares of Common Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or other securities, in cash or otherwise. (n) During the period of 90 days after the date of the Prospectus, the Company will not file with the Commission or cause to become effective any registration statement (other than a registration statement on Form S-8 filed to register securities issued or to be issued under employee stock option plans or the employee stock purchase plan, each such plan as disclosed in the Prospectus) filed relating to any securities of the Company without the prior written consent of Xxxxxxx & Company, Inc. (o) The Selling Shareholder will, and the Company will cause each of its officers and directors to, enter into lock-up agreements with the Representatives to the effect that they will not, without the prior written consent of Xxxxxxx & Company, Inc., sell, contract to sell or otherwise dispose of any shares of Common Stock or rights to acquire such shares according to the terms and subject to the conditions set forth in the form of lock-up agreement attached as Schedule III hereto.

Agreements of the Company and the Selling Shareholder. The Company and the Selling Shareholder each covenant and agree with the Underwriters as follows: (a) The Company will not, either prior to agrees with the Effective Date or thereafter during such period as Underwriters: (i) To prepare the Prospectus is in a form reasonably approved by you and to file such Prospectus (or a term sheet as permitted by Rule 434(c)) pursuant to Rule 424(b) under the Act as soon as practicable after the execution of this agreement, but in no event later than the Commission's close of business on the second business day following the execution and delivery of this Agreement or, if applicable, such earlier time as may be required by law Rule 430A(a)(3) under the Act; to be delivered in connection with sales of the Shares by an Underwriter or dealer, file any make no amendment or supplement to the Registration Statement or the Prospectus, unless a copy thereof shall first have been submitted to the Representatives within a reasonable period of time Prospectus prior to any Delivery Date which shall be reasonably disapproved by you promptly after reasonable notice thereof; to advise you, promptly after it receives notice thereof, of the filing thereof and the Representatives shall not have objected thereto in good faith. (b) The Company will use its best efforts time when any amendment to cause the Registration Statement to become effective, and will notify the Representatives promptly, and will confirm such advice in writing, (i) when the Registration Statement has become been filed or becomes effective and when or any post-effective amendment thereto becomes effective, (ii) of any request by the Commission for amendments or supplements supplement to the Registration Statement or the Prospectus or any amended Prospectus has been filed and to furnish you with copies thereof; to file promptly all reports and any definitive proxy or information statements required to be filed by the Company with the Commission subsequent to the date of the Prospectus and for additional informationso long as the delivery of a Prospectus is required in connection with the offering or sale of the Securities; to advise you, (iii) promptly after it receives notice thereof, of the issuance by the Commission of any stop order or of any order preventing or suspending the effectiveness use of any Preliminary Prospectus or the Prospectus, of the suspension of the qualification of the Securities for offering or sale in any jurisdiction, of the initiation or threatening in writing of any proceeding for any such purpose, of any request by the Commission for the amending or supplementing of the Registration Statement or Prospectus or for additional information and, in the initiation event of the issuance of any proceedings for that purpose stop order or of any order preventing or suspending the use of any Preliminary Prospectus or the threat thereofProspectus or suspending any such qualification, to use promptly its reasonable best efforts to obtain its withdrawal; (ivii) Promptly from time to time to take such actions as you may reasonably request to qualify the Securities for offering and sale under the securities laws of such jurisdictions as you may request and to comply with such laws so as to permit the continuance of sales and dealings therein in such jurisdictions for as long as may be necessary to complete the distribution of the happening of any event during the period mentioned in the second sentence of Section 5(e) Securities, provided that in the judgment of connection therewith the Company makes shall not be required to qualify as a foreign corporation or to file a general consent to service of process in any statement made in jurisdiction; (iii) To furnish the Underwriters with copies of the Registration Statement or and the Prospectus untrue in such quantities as you may from time to time reasonably request during such period following the date hereof that a prospectus is required to be delivered in connection with offers or that requires the making sales of Securities, and, if at such time any changes in the Registration Statement or event shall have occurred as a result of which the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances in under which they are made, not misleading and (v) of receipt by the Company or any representative or attorney of the Company of any other communication from the Commission relating to the Company, the Registration Statement, any preliminary prospectus, the Prospectus or the offering. If at any time the Commission shall issue any order suspending the effectiveness of the Registration Statement, the Company will make every reasonable effort to obtain the withdrawal of were made when such order at the earliest possible moment. If the Company has omitted any information from the Registration Statement pursuant to Rule 430A of the Rules and Regulations, the Company will comply with the provisions of and make all requisite filings with the Commission pursuant to said Rule 430A and notify the Representatives promptly of all such filings. If the Company elects to rely upon Rule 462(b) under the Act, the Company shall file a registration statement under Rule 462(b) with the Commission in compliance with Rule 462(b) by 10:00 p.m., Washington, D.C. time, on the date of this Agreement, and the Company shall at the time of filing either pay to the Commission the filing fee for such Rule 462(b) registration statement or give irrevocable instructions for the payment of such fee pursuant to the Rules and Regulations. (c) The Company will furnish to each of the Representatives, without charge, one signed copy of each of the Registration Statement and of any pre- or post-effective amendment thereto, including financial statements and schedules, and all exhibits thereto, and will furnish to the Representatives, without charge, for transmittal to each of the other Underwriters, a copy of the Registration Statement and any pre- or post-effective amendment thereto, including financial statements and schedules but without exhibits. (d) The Company will comply with all the provisions of any undertakings contained in the Registration Statement. (e) On the Effective Date, and thereafter from time to time, the Company will deliver to each of the Underwriters, without charge, as many copies of the Prospectus or any amendment or supplement thereto as the Representatives may reasonably request. The Company and the Selling Shareholder consent to the use of the Prospectus or any amendment or supplement thereto by the Underwriters and by all dealers to whom the Shares may be sold, both in connection with the offering or sale of the Shares and for any period of time thereafter during which the Prospectus is required by law to be delivered in connection therewith. If during such period of time any event shall occur which in the reasonable judgment of the Company or counsel to the Underwriters should be set forth in the Prospectus in order to make any statement therein, in the light of the circumstances under which it was madedelivered, not misleading, or, if for any other reason it shall be necessary during such period to amend or if it is necessary to supplement or amend the Prospectus to comply with lawthe Act, the Company will forthwith to notify you and upon your request to prepare and duly file with the Commission such document and furnish without charge to you and to any dealer in securities as many copies as you may from time to time reasonably request of an appropriate amended Prospectus or a supplement or amendment thereto, and will deliver to each of the Underwriters, without charge, such number of copies of such supplement or amendment to the Prospectus which will correct such statement or omission or effect such compliance; (iv) As soon as practicable, to make generally available to its shareholders (within the Representatives may reasonably request. The Company will not file any document meaning of Rule 158 under the Exchange Act or the Exchange Act Rules Act) and Regulations before the termination to deliver to you, an earnings statement of the offering Company, conforming with the requirements of Section 11(a) of the Shares by the Underwriters, if such document would be deemed to be incorporated by reference into the Prospectus, that is not approved by the Representatives after reasonable notice thereof. (f) Prior to the public offering of the Shares contemplated by this Agreement, the Company will cooperate with the Representatives Act and counsel to the Underwriters in connection with the registration or qualification of the Shares for offer and sale Rule 158 under the securities or Blue Sky laws Act, covering a period of such jurisdictions as the Representatives may request; provided, that in no event shall the Company be obligated to qualify to do business in any jurisdiction where it is not now so qualified or to take any action which would subject it to general service of process in any jurisdiction where it is not now so subject. (g) The Company will, so long as and to the extent required under the Rules and Regulations, furnish to its Shareholders as soon as practicable after the end of each fiscal year an annual report (including a balance sheet and statements of income, Shareholders' equity and cash flow of the Company and its consolidated Subsidiaries, certified by independent public accountants) and, as soon as practicable after the end of each of the first three quarters of each fiscal year (at least 12 months beginning with the fiscal quarter ending after the effective date of the Registration Statement); provided that, consolidated summary financial information so long as the Company continues to be subject to the reporting requirements under Section 13 or 15(d) of the Company and its Subsidiaries for such quarter in reasonable detail. (h) During the period of five years commencing on the Effective DateExchange Act, the Company will furnish to the Representatives and each other Underwriter who may so request copies of such financial statements and other periodic and special reports as the Company may from time to time distribute generally to the holders of any class of its capital stock, and will furnish to the Representatives and each other Underwriter who may so request a copy of each annual or other report it shall not be required to file make available any such earnings statement other than as included in periodic reports filed with the Commission.Commission as required by such provisions of the Exchange Act; (iv) The Company will timely file such reports under the Exchange Act as are necessary to make generally available to holders of its securities as soon as may be practicable an earning statement (which need not be audited but shall be in reasonable detail) covering For a period of 12 months commencing after the Effective Date, which will satisfy the provisions of Section 11(a) of the Act (including Rule 158 of the Rules and Regulations). (j) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company and, unless otherwise paid by the Company, the Selling Shareholder will pay or reimburse if paid by the Representatives, in such proportions as they may agree upon themselves, all costs and expenses incident to the performance of the obligations of the Company and the Selling Shareholder under this Agreement and in connection with the transactions contemplated hereby, including but not limited to costs and expenses of or relating to (i) the preparation, printing and filing of the Registration Statement and exhibits to it, each preliminary prospectus, Prospectus and any amendment or supplement to the Registration Statement or Prospectus, (ii) the preparation and delivery of certificates representing the Shares, (iii) the printing of this Agreement, the Agreement Among Underwriters, any Selected Dealer Agreements, any Underwriters' Questionnaires, the Shareholder's Agreement, any Underwriters' Powers of Attorney, and any invitation letters to prospective Underwriters, (iv) furnishing (including costs of shipping and mailing) such copies of the Registration Statement, the Prospectus and any preliminary prospectus, and all amendments and supplements thereto, as may be requested for use in connection with the offering and sale of the Shares by the Underwriters or by dealers to whom Shares may be sold, (v) the listing of the Shares on the NNM, (vi) any filing fees associated with filings required to be made by the Underwriters with the NASD, and the fees, disbursements and other charges of counsel for the Underwriters in connection therewith, (vii) the registration or qualification of the Shares for offer and sale under the securities or Blue Sky laws of such jurisdictions designated pursuant to Section 5(f), including the fees, disbursements and other charges of counsel to the Underwriters in connection therewith, and the preparation and printing of preliminary, supplemental and final Blue Sky memoranda, (viii) fees, disbursements and other charges of counsel to the Company (but not those of counsel for the Underwriters, except as otherwise provided herein) and (ix) the transfer agent for the Shares. The Underwriters may deem the Company to be the primary obligor with respect to all costs, fees and expenses to be paid by the Company and by the Selling Shareholder. The Selling Shareholder will pay (directly or by reimbursement) all fees and expenses incident to the performance of the Selling Shareholder's obligations under this Agreement that are not otherwise specifically provided for herein, including but not limited to any fees and expenses of counsel for such Selling Shareholder, any fees and expenses of the Custodian, and all expenses and taxes incident to the sale and delivery of the Shares to be sold by such Selling Shareholder to the Underwriters hereunder. (k) The Company and the Selling Shareholder will not at any time, directly or indirectly, take any action designed or which might reasonably be expected to cause or result in, or which will constitute, stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of any of the Shares. (l) The Company will apply the net proceeds 180 days from the offering and sale of the Shares to be sold by the Company in the manner set forth in the Prospectus under "Use of Proceeds." (m) During the period beginning from the date hereof and continuing to and including the date 90 days after the date of the Prospectus, without the prior written consent of Xxxxxxx & Company, Inc., the Company will not (1) to offer, sell, contract to sell, pledge, grant options, warrants or rights to purchase or otherwise dispose of any equity securities of the Company or any other securities convertible into or exchangeable for its Common Stock or other equity security (other than pursuant hereto and to employee stock option plans and the stock purchase plan disclosed in the Prospectus), or (2) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of shares of Common Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or other securities, in cash or otherwise. (n) During the period of 90 days after the date of the Prospectus, the Company will not file with the Commission or cause to become effective any registration statement (other than a registration statement on Form S-8 filed to register securities issued or to be issued under employee stock option plans or the employee stock purchase plan, each such plan as disclosed in the Prospectus) filed relating to any securities of the Company without the prior written consent of Xxxxxxx & Company, Inc. (o) The Selling Shareholder will, and the Company will cause each of its officers and directors to, enter into lock-up agreements with the Representatives to the effect that they will not, without the prior written consent of Xxxxxxx & Company, Inc., sell, contract to sell or otherwise dispose of any shares securities of Common Stock the Company (other than the Securities to be sold by the Company hereunder or stock dividends issued in the ordinary course of business or pursuant to employee stock option plans or pursuant to options, warrants or rights outstanding on the date of this Agreement) without your prior written consent; (vi) During a period of five years from the effective date of the Registration Statement, to acquire furnish to you copies of all reports or other communications (financial or other) distributed to shareholders generally, and deliver to you (i) as soon as they are available, copies of any reports and financial statements furnished to or filed with the Commission or any national securities exchange on which any class of securities of the Company is listed, and (ii) such shares according additional information concerning the business and financial condition of the Company as you may from time to time reasonably request; and (vii) To apply the terms and subject to net proceeds from the conditions sale of the Securities for the purposes set forth in the Prospectus. (b) The Selling Shareholder agrees with the Underwriters: (i) No offering, sale or other disposition of any Securities (or any securities convertible into or exercisable for such Securities) will be made within 180 days after the date of the Prospectus, directly or indirectly, by the Selling Shareholder, otherwise than hereunder or with your written consent; and (ii) In order to document the Underwriters' compliance with the reporting and withholding provisions of the Tax Equity and Fiscal Responsibility Act of 1982, as amended, with respect to the transactions herein contemplated, the Selling Shareholder agrees to deliver to you prior to or at the First Delivery Date (as hereinafter defined) a properly completed and executed United States Treasury Department Form W-9 (or other applicable form of lock-up agreement attached as Schedule III heretoor statement specified by Treasury Department regulations in lieu thereof).

Agreements of the Company and the Selling Shareholder. The Company (as to Sections 5(a)-(j)) and the Selling Shareholder each (as to Section 5(k)) covenant and agree with the Underwriters Placement Agents as follows: (a) a. The Company will not, either prior to the Effective Date or thereafter during such period as the Prospectus is would be required by law to be delivered in connection with sales of the Shares by an Underwriter underwriter or dealer, file any amendment or supplement to the Registration Statement or the Prospectus, unless a copy thereof shall first have been submitted to the Representatives Placement Agents within a reasonable period of time prior to the filing thereof and the Representatives Placement Agents shall not have objected thereto in good faith. (b) b. The Company will use its best efforts to cause the Registration Statement to become effective, and will notify the Representatives Placement Agents promptly, and will confirm such advice in writing, (i1) when the Registration Statement has become effective and when any post-effective amendment thereto becomes effective, (ii2) of any request by the Commission securities or other governmental authority (including, without limitation, the Commission) of any jurisdiction for amendments or supplements to the Registration Statement or the Prospectus or for additional information, (iii3) of the issuance by any securities or other governmental authority (including, without limitation, the Commission Commission) of any jurisdiction of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for that purpose or the threat thereof, (iv4) of the happening of any event during the period mentioned in the second sentence of Section 5(e5(a) that in the judgment of the Company makes any statement made in the Registration Statement or the Prospectus untrue or that requires the making of any changes in the Registration Statement or the Prospectus in order to make the statements therein, in the light of the circumstances in which they are made, not misleading and (v5) of receipt by the Company or any representative or attorney of the Company of any other communication from the Commission securities or other governmental authority (including, without limitation, the Commission) of any jurisdiction relating to the Company, any of the Registration Statement, any preliminary prospectus, the Preliminary Prospectus or the offeringProspectus. If at any time any securities or other governmental authority (including, without limitation, the Commission Commission) of any jurisdiction shall issue any order suspending the effectiveness of the Registration Statement, the Company will make every reasonable effort to obtain the withdrawal of such order at the earliest possible moment. If the Company has omitted any information from the Registration Statement Statement, pursuant to Rule 430A of the Rules and Regulations430A, the Company it will use its best efforts to comply with the provisions of and make all requisite filings with the Commission pursuant to said Rule 430A and to notify the Representatives Placement Agents promptly of all such filings. If the Company elects to rely upon Rule 462(b) under the Act, the Company shall file a registration statement under Rule 462(b) with the Commission in compliance with Rule 462(b) by 10:00 p.m., Washington, D.C. time, on the date of this Agreement, and the Company shall at the time of filing either pay to the Commission the filing fee for such Rule 462(b) registration statement or give irrevocable instructions for the payment of such fee pursuant to the Rules and Regulations. (c) The Company will furnish to each of the Representatives, without charge, one signed copy of each of the Registration Statement and of any pre- or post-effective amendment thereto, including financial statements and schedules, and all exhibits thereto, and will furnish to the Representatives, without charge, for transmittal to each of the other Underwriters, a copy of the Registration Statement and any pre- or post-effective amendment thereto, including financial statements and schedules but without exhibits. (d) The Company will comply with all the provisions of any undertakings contained in the Registration Statement. (e) On the Effective Date, and thereafter from time to time, the Company will deliver to each of the Underwriters, without charge, as many copies of the Prospectus or any amendment or supplement thereto as the Representatives may reasonably request. The Company and the Selling Shareholder consent to the use of the Prospectus or any amendment or supplement thereto by the Underwriters and by all dealers to whom the Shares may be sold, both in connection with the offering or sale of the Shares and for any period of time thereafter during which the Prospectus is required by law to be delivered in connection therewith. If during such period of time any event shall occur which in the reasonable judgment of the Company or counsel to the Underwriters should be set forth in the Prospectus in order to make any statement therein, in the light of the circumstances under which it was made, not misleading, or if it is necessary to supplement or amend the Prospectus to comply with law, the Company will forthwith prepare and duly file with the Commission an appropriate supplement or amendment thereto, and will deliver to each of the Underwriters, without charge, such number of copies of such supplement or amendment to the Prospectus as the Representatives may reasonably request. The Company will not file any document under the Exchange Act or the Exchange Act Rules and Regulations before the termination of the offering of the Shares by the Underwriters, if such document would be deemed to be incorporated by reference into the Prospectus, that is not approved by the Representatives after reasonable notice thereof. (f) Prior to the public offering of the Shares contemplated by this Agreement, the Company will cooperate with the Representatives and counsel to the Underwriters in connection with the registration or qualification of the Shares for offer and sale under the securities or Blue Sky laws of such jurisdictions as the Representatives may request; provided, that in no event shall the Company be obligated to qualify to do business in any jurisdiction where it is not now so qualified or to take any action which would subject it to general service of process in any jurisdiction where it is not now so subject. (g) The Company will, so long as and to the extent required under the Rules and Regulations, furnish to its Shareholders as soon as practicable after the end of each fiscal year an annual report (including a balance sheet and statements of income, Shareholders' equity and cash flow of the Company and its consolidated Subsidiaries, certified by independent public accountants) and, as soon as practicable after the end of each of the first three quarters of each fiscal year (beginning with the fiscal quarter ending after the effective date of the Registration Statement), consolidated summary financial information of the Company and its Subsidiaries for such quarter in reasonable detail. (h) During the period of five years commencing on the Effective Date, the Company will furnish to the Representatives and each other Underwriter who may so request copies of such financial statements and other periodic and special reports as the Company may from time to time distribute generally to the holders of any class of its capital stock, and will furnish to the Representatives and each other Underwriter who may so request a copy of each annual or other report it shall be required to file with the Commission. (i) The Company will timely file such reports under the Exchange Act as are necessary to make generally available to holders of its securities as soon as may be practicable an earning statement (which need not be audited but shall be in reasonable detail) covering a period of 12 months commencing after the Effective Date, which will satisfy the provisions of Section 11(a) of the Act (including Rule 158 of the Rules and Regulations). (j) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company and, unless otherwise paid by the Company, the Selling Shareholder will pay or reimburse if paid by the Representatives, in such proportions as they may agree upon themselves, all costs and expenses incident to the performance of the obligations of the Company and the Selling Shareholder under this Agreement and in connection with the transactions contemplated hereby, including but not limited to costs and expenses of or relating to (i) the preparation, printing and filing of the Registration Statement and exhibits to it, each preliminary prospectus, Prospectus and any amendment or supplement to the Registration Statement or Prospectus, (ii) the preparation and delivery of certificates representing the Shares, (iii) the printing of this Agreement, the Agreement Among Underwriters, any Selected Dealer Agreements, any Underwriters' Questionnaires, the Shareholder's Agreement, any Underwriters' Powers of Attorney, and any invitation letters to prospective Underwriters, (iv) furnishing (including costs of shipping and mailing) such copies of the Registration Statement, the Prospectus and any preliminary prospectus, and all amendments and supplements thereto, as may be requested for use in connection with the offering and sale of the Shares by the Underwriters or by dealers to whom Shares may be sold, (v) the listing of the Shares on the NNM, (vi) any filing fees associated with filings required to be made by the Underwriters with the NASD, and the fees, disbursements and other charges of counsel for the Underwriters in connection therewith, (vii) the registration or qualification of the Shares for offer and sale under the securities or Blue Sky laws of such jurisdictions designated pursuant to Section 5(f), including the fees, disbursements and other charges of counsel to the Underwriters in connection therewith, and the preparation and printing of preliminary, supplemental and final Blue Sky memoranda, (viii) fees, disbursements and other charges of counsel to the Company (but not those of counsel for the Underwriters, except as otherwise provided herein) and (ix) the transfer agent for the Shares. The Underwriters may deem the Company to be the primary obligor with respect to all costs, fees and expenses to be paid by the Company and by the Selling Shareholder. The Selling Shareholder will pay (directly or by reimbursement) all fees and expenses incident to the performance of the Selling Shareholder's obligations under this Agreement that are not otherwise specifically provided for herein, including but not limited to any fees and expenses of counsel for such Selling Shareholder, any fees and expenses of the Custodian, and all expenses and taxes incident to the sale and delivery of the Shares to be sold by such Selling Shareholder to the Underwriters hereunder. (k) The Company and the Selling Shareholder will not at any time, directly or indirectly, take any action designed or which might reasonably be expected to cause or result in, or which will constitute, stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of any of the Shares. (l) The Company will apply the net proceeds from the offering and sale of the Shares to be sold by the Company in the manner set forth in the Prospectus under "Use of Proceeds." (m) During the period beginning from the date hereof and continuing to and including the date 90 days after the date of the Prospectus, without the prior written consent of Xxxxxxx & Company, Inc., the Company will not (1) offer, sell, contract to sell, pledge, grant options, warrants or rights to purchase or otherwise dispose of any equity securities of the Company or any other securities convertible into or exchangeable for its Common Stock or other equity security (other than pursuant hereto and to employee stock option plans and the stock purchase plan disclosed in the Prospectus), or (2) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of shares of Common Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or other securities, in cash or otherwise. (n) During the period of 90 days after the date of the Prospectus, the Company will not file with the Commission or cause to become effective any registration statement (other than a registration statement on Form S-8 filed to register securities issued or to be issued under employee stock option plans or the employee stock purchase plan, each such plan as disclosed in the Prospectus) filed relating to any securities of the Company without the prior written consent of Xxxxxxx & Company, Inc. (o) The Selling Shareholder will, and the Company will cause each of its officers and directors to, enter into lock-up agreements with the Representatives to the effect that they will not, without the prior written consent of Xxxxxxx & Company, Inc., sell, contract to sell or otherwise dispose of any shares of Common Stock or rights to acquire such shares according to the terms and subject to the conditions set forth in the form of lock-up agreement attached as Schedule III hereto.rely

Agreements of the Company and the Selling Shareholder. (a) The Company hereby covenants and the Selling Shareholder each covenant and agree agrees with the Underwriters Agent as follows: (ai) The Company will not, either prior to the Effective Date or thereafter during such period as the Prospectus is required by law to be delivered in connection with sales of the Shares by an Underwriter or dealerShares, file any amendment or supplement to the Registration Statement or the Prospectus, unless a copy thereof shall first have been submitted to the Representatives Agent within a reasonable period of time prior to the filing thereof under the circumstances and the Representatives Agent shall not have unreasonably objected thereto in good faith. (bii) The Company will use its best efforts to cause the Registration Statement to become effective, and will notify the Representatives Agent promptly, and will confirm such advice in writing, (i1) when the Registration Statement has become effective and when any post-effective amendment thereto becomes effective, (ii2) of any request by the Commission for amendments or supplements to the Registration Statement or the Prospectus or for additional information, (iii3) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for that purpose or the threat thereof, (iv4) of the happening of any event during the period mentioned in the second sentence of Section 5(e5(a)(vi) that in the judgment of the Company makes any material statement made in the Registration Statement or the Prospectus untrue or that requires the making of any changes in the Registration Statement or the Prospectus in order to make the statements therein, in the light of the circumstances in which they are made, not misleading and (v5) of receipt by the Company or any representative or attorney of the Company of any other communication from the Commission relating to the Company, the Registration Statement, any preliminary prospectus, the Prospectus prospectus or the offeringProspectus. If at any time the Commission shall issue any order suspending the effectiveness of the Registration Statement, the Company will make every reasonable effort to obtain the withdrawal of such order at the earliest possible momentas promptly as practicable. If the Company has omitted any information from the Registration Statement pursuant to Rule 430A of the Rules and Regulations430A, the Company will use its best efforts to comply with the provisions of and make all requisite filings with the Commission pursuant to said Rule 430A and to notify the Representatives Agent promptly of all such filings. If . (iii) If, at any time when a prospectus relating to the Company elects Shares is required to rely upon Rule 462(b) be delivered under the Act, any event occurs as a result of which the Company shall file Prospectus or the Registration Statement, as then amended or supplemented, would include any untrue statement of a registration statement material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under Rule 462(b) which they were made, not misleading, or if for any other reason it is necessary at any time to amend or supplement the Prospectus or the Registration Statement to comply with the Commission in compliance with Rule 462(b) by 10:00 p.m., Washington, D.C. time, on the date of this Agreement, and the Company shall at the time of filing either pay to the Commission the filing fee for such Rule 462(b) registration statement Act or give irrevocable instructions for the payment of such fee pursuant to the Rules and Regulations, the Company will promptly notify the Agent thereof and, subject to Section 5(a)(ii) hereof, will prepare and file with the Commission, at the Company's expense, an amendment to the Registration Statement or an amendment or supplement to the Prospectus that corrects such statement or omission or effects such compliance. (civ) The Company will furnish to each of the RepresentativesAgent, without charge, one signed copy of each as many conformed copies of the Registration Statement and of any pre- or post-effective amendment thereto, including financial statements and schedules, and all exhibits thereto, thereto as the Agent may reasonably request and will furnish to the RepresentativesAgent, without charge, for transmittal to each of the other Underwriters, a copy of the Registration Statement and any pre- or post-effective amendment thereto, including financial statements and schedules but without exhibits. (dv) The Company will comply with all the provisions of any undertakings contained in the Registration Statement. (evi) On the Effective Date, and thereafter from time to time, the Company will deliver to each of the UnderwritersAgent, without charge, as many copies of the Prospectus or any amendment or supplement thereto as the Representatives Agent may reasonably request. The Company and the Selling Shareholder consent consents to the use of the Prospectus or any amendment or supplement thereto by the Underwriters Agent in connection with the solicitation of purchases for the Selling Shareholder and by all dealers to whom the Shares may be sold, both in connection with the offering or sale of the Shares and for any period of time thereafter during which the Prospectus is required by law to be delivered in connection therewith. If during such period of time any event shall occur which in the reasonable judgment of the Company or counsel to the Underwriters should be set forth in the Prospectus in order to make any statement therein, in the light of the circumstances under which it was made, not misleading, or if it is necessary to supplement or amend the Prospectus to comply with law, the Company will forthwith prepare and duly file with the Commission an appropriate supplement or amendment thereto, and will deliver to each of the Underwriters, without charge, such number of copies of such supplement or amendment to the Prospectus as the Representatives may reasonably request. The Company will not file any document under the Exchange Act or the Exchange Act Rules and Regulations before the termination of the offering of the Shares by the Underwriters, if such document would be deemed to be incorporated by reference into the Prospectus, that is not approved by the Representatives after reasonable notice thereof. (fvii) Prior to the any public offering of the Shares contemplated by this AgreementShares, the Company will cooperate with the Representatives Agent and its counsel to the Underwriters in connection with the registration or qualification of the Shares for offer and sale under the securities or Blue Sky laws of such state and foreign jurisdictions as the Representatives Agent may reasonably request; provided, that in no event shall the Company be obligated to qualify to do business in any jurisdiction where it is not now so qualified or to take any action which would subject it to general service of process or taxation in any jurisdiction where it is not now so subject. (g) The Company will, so long as and to the extent required under the Rules and Regulations, furnish to its Shareholders as soon as practicable after the end of each fiscal year an annual report (including a balance sheet and statements of income, Shareholders' equity and cash flow of the Company and its consolidated Subsidiaries, certified by independent public accountants) and, as soon as practicable after the end of each of the first three quarters of each fiscal year (beginning with the fiscal quarter ending after the effective date of the Registration Statement), consolidated summary financial information of the Company and its Subsidiaries for such quarter in reasonable detail. (hviii) During the period of five years commencing on the Effective Date, the Company will furnish to the Representatives and each other Underwriter who may so request Agent, copies of such financial statements and other periodic and special reports as the Company may from time to time distribute generally to the holders of any class of its capital stock, and will furnish to the Representatives and each other Underwriter who may so request Agent, a copy of each annual or other report it shall be required to file with the Commission; provided that the failure to comply with this Section 5(a)(viii) shall not constitute a material breach of this Agreement. (iix) The Company will timely file such reports under the Exchange Act as are necessary to make generally available to holders of its securities as soon as may be practicable but in no event later than the last day of the fifteenth full calendar month following the calendar quarter in which the Effective Date falls, an earning earnings statement (which need not be audited but shall be in reasonable detail) covering for a period of 12 months ended commencing after the Effective Date, which will satisfy and satisfying the provisions of Section 11(a) of the Act (including Rule 158 of the Rules and Regulations). (jx) Whether The Company will not at any time, directly or indirectly, take any action intended, or which might reasonably be expected, to cause or result, under the Act or otherwise, in, or which will constitute, stabilization of the price of the shares of Common Stock to facilitate the sale or resale of the Shares. (b) The Selling Shareholder hereby covenants and agrees with the Agent as follows: (i) The Selling Shareholder will not, without the prior written consent of NatWest, make any bid for or purchase any shares of Common Stock during the 120-day period following the date hereof. (ii) As soon as the Selling Shareholder is advised thereof, the Selling Shareholder will advise the Agent and confirm such advice in writing (i) of receipt by the Selling Shareholder, or by any representative of the Selling Shareholder, of any communication from the Commission relating to the Registration Statement, the Prospectus or any preliminary prospectus, or any notice or order of the Commission relating to the Company or the Selling Shareholder in connection with the transactions contemplated by this Agreement and (ii) of the happening of any event during the period from and after the Effective Date and until the Closing Date that in the judgment of the Selling Shareholder makes any statement made in the Registration Statement or the Prospectus untrue or that requires the making of any changes in the Registration Statement or the Prospectus in order to make the statements therein, in light of the circumstances under which they were made, not misleading. (iii) The Selling Shareholder will not at any time, directly or indirectly, take any action intended, or which might reasonably be expected, to cause or result, under the Act or otherwise, in, or which will constitute, stabilization of the price of the shares of Common Stock to facilitate the sale or resale of any of the Shares. (i) Each of the Company and the Selling Shareholder hereby covenants and agrees with the Agent that, whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company and, unless otherwise paid by the Company, the Selling Shareholder will agrees to pay or reimburse if paid by the Representatives, in such proportions as they may agree upon themselvesAgent, all costs and expenses incident to the performance of the obligations of the Company and the Selling Shareholder parties hereto under this Agreement and in connection with the transactions contemplated herebyAgreement, including but not limited to costs and expenses of or relating to (i1) the preparation, printing and filing of the Registration Statement and exhibits to it, each preliminary prospectus, the Prospectus and any amendment or supplement to the Registration Statement or the Prospectus, (ii2) the preparation and delivery of certificates representing the Shares, (iii3) the printing of this Agreement, the Agreement Among Underwriters, any Selected Dealer Agreements, any Underwriters' Questionnaires, the Shareholder's Agreement, any Underwriters' Powers of Attorney, and any invitation letters to prospective Underwritersrelated agreements, (iv4) furnishing (including costs of shipping and mailing) such copies of the Registration Statement, the Prospectus and any preliminary prospectus, and all amendments and supplements thereto, as may be requested for use in connection with the offering and sale of the Shares by the Underwriters or by dealers to whom Shares may be soldShares, (v5) the listing of the Shares on the NNMNew York Stock Exchange, (vi6) any filing fees associated with filings required to be made by the Underwriters Agent with the NASD, including the fees and the fees, disbursements and other charges of counsel for to the Underwriters Agent in connection therewiththerewith , (vii7) the registration or qualification of the Shares for offer and sale under the securities or Blue Sky laws of such jurisdictions designated pursuant to Section 5(f5(a)(vii), including the reasonable fees, disbursements and other charges of counsel to the Underwriters Agent in connection therewith, therewith and the preparation and printing of preliminary, supplemental and final Blue Sky memoranda, (viii) fees, disbursements and other charges of 8) counsel to the Company Company, the Selling Shareholder and the Agent, (but not those of counsel for 9) the UnderwritersCompany's independent accounts, except as otherwise provided herein) and (ix10) the transfer agent Transfer Agent for the Shares. The Underwriters may deem This Section 5(c)(i) shall not affect any agreements relating to the Company to be the primary obligor with respect to all costs, fees and payment of expenses to be paid by between the Company and by the Selling Shareholder. The Selling Shareholder will pay (directly or by reimbursement) all fees and expenses incident to the performance of the Selling Shareholder's obligations under this Agreement that are not otherwise specifically provided for herein, including but not limited to any fees and expenses of counsel for such Selling Shareholder, any fees and expenses of the Custodian, and all expenses and taxes incident to the sale and delivery of the Shares to be sold by such Selling Shareholder to the Underwriters hereunder. (kd) The Each acceptance by it of an offer for the purchase of Shares, and each delivery of Agent to the Agent (through the Agent as agent) or to the related purchaser, shall be deemed to be an affirmation that the representations and warranties of the Company and the Selling Shareholder contained in this Agreement and in any certificate theretofore delivered to the Agent pursuant hereto are true and correct at the time of such acceptance or sale, as the case may be, and an undertaking that such representations and warranties will not be true and correct at any time, directly the time of delivery to the purchaser or indirectly, take any action designed or which might reasonably be expected to cause or result inits agent, or which will constituteto the Agent, stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of any of the Shares. (l) The Company will apply the net proceeds from the offering and sale of the Shares relating to be sold by such acceptance or sale, as the Company in the manner set forth in the Prospectus under "Use case may be, as though made at and as of Proceeds." (m) During the period beginning from the date hereof and continuing to and including the date 90 days after the date of the Prospectus, without the prior written consent of Xxxxxxx & Company, Inc., the Company will not (1) offer, sell, contract to sell, pledge, grant options, warrants or rights to purchase or otherwise dispose of any equity securities of the Company or any other securities convertible into or exchangeable for its Common Stock or other equity security (other than pursuant hereto and to employee stock option plans and the stock purchase plan disclosed in the Prospectus), or (2) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of shares of Common Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or other securities, in cash or otherwise. (n) During the period of 90 days after the date of the Prospectus, the Company will not file with the Commission or cause to become effective any registration statement (other than a registration statement on Form S-8 filed to register securities issued or to be issued under employee stock option plans or the employee stock purchase plan, each such plan as disclosed in the Prospectus) filed relating to any securities of the Company without the prior written consent of Xxxxxxx & Company, Inc. time (o) The Selling Shareholder will, and the Company will cause each of its officers it is understood that such representations and directors to, enter into lock-up agreements with the Representatives warranties shall relate to the effect that they will not, without the prior written consent of Xxxxxxx & Company, Inc., sell, contract Registration Statement and Prospectus as amended and supplemented to sell or otherwise dispose of any shares of Common Stock or rights to acquire each such shares according to the terms and subject to the conditions set forth in the form of lock-up agreement attached as Schedule III heretotime).

Agreements of the Company and the Selling Shareholder. (a) The Company hereby covenants and the Selling Shareholder each covenant and agree agrees with the Underwriters as follows: (ai) The Company will not, either prior to the Effective Date or thereafter during such period as the Prospectus is required by law to be delivered in connection with sales of the Shares by an Underwriter or dealer, file any amendment or supplement to the Registration Statement or the Prospectus, unless a copy thereof shall first have been submitted to the Representatives within a reasonable period of time prior to the filing thereof under the circumstances and the Representatives shall not have unreasonably objected thereto in good faith. (bii) The Company will use its best efforts to cause the Registration Statement to become effective, and will notify the Representatives promptly, and will confirm such advice in writing, (i1) when the Registration Statement has become effective and when any post-effective amendment thereto becomes effective, (ii2) of any request by the Commission for amendments or supplements to the Registration Statement or the Prospectus or for additional information, (iii3) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for that purpose or the threat thereof, (iv4) of the happening of any event during the period mentioned in the second sentence of Section 5(e5(a)(vi) that in the judgment of the Company makes any material statement made in the Registration Statement or the Prospectus untrue or that requires the making of any changes in the Registration Statement or the Prospectus in order to make the statements therein, in the light of the circumstances in which they are made, not misleading and (v5) of receipt by the Company or any representative or attorney of the Company of any other communication from the Commission relating to the Company, the Registration Statement, any preliminary prospectus, the Prospectus prospectus or the offeringProspectus. If at any time the Commission shall issue any order suspending the effectiveness of the Registration Statement, the Company will make every reasonable effort to obtain the withdrawal of such order at the earliest possible momentas promptly as practicable. If the Company has omitted any information from the Registration Statement pursuant to Rule 430A of the Rules and Regulations430A, the Company will use its best efforts to comply with the provisions of and make all requisite filings with the Commission pursuant to said Rule 430A and to notify the Representatives promptly of all such filings. If . (iii) If, at any time when a prospectus relating to the Company elects Shares is required to rely upon Rule 462(b) be delivered under the Act, any event occurs as a result of which the Company shall file Prospectus or the Registration Statement, as then amended or supplemented, would include any untrue statement of a registration statement material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under Rule 462(b) which they were made, not misleading, or if for any other reason it is necessary at any time to amend or supplement the Prospectus or the Registration Statement to comply with the Commission in compliance with Rule 462(b) by 10:00 p.m., Washington, D.C. time, on the date of this Agreement, and the Company shall at the time of filing either pay to the Commission the filing fee for such Rule 462(b) registration statement Act or give irrevocable instructions for the payment of such fee pursuant to the Rules and Regulations, the Company will promptly notify the Representatives thereof and, subject to Section 5(a)(ii) hereof, will prepare and file with the Commission, at the Company's expense, an amendment to the Registration Statement or an amendment or supplement to the Prospectus that corrects such statement or omission or effects such compliance. (civ) The Company will furnish to each of the Representatives, without charge, one signed copy of each as many conformed copies of the Registration Statement and of any pre- or post-effective amendment thereto, including financial statements and schedules, and all exhibits thereto, thereto as the Representatives may reasonably request and will furnish to the Representatives, without charge, for transmittal to each of the other Underwriters, a copy of the Registration Statement and any pre- or post-effective amendment thereto, including financial statements and schedules but without exhibits. (dv) The Company will comply with all the provisions of any undertakings contained in the Registration Statement. (evi) On the Effective Date, and thereafter from time to time, the Company will deliver to each of the Underwriters, without charge, as many copies of the Prospectus or any amendment or supplement thereto as the Representatives may reasonably request. The Company and the Selling Shareholder consent consents to the use of the Prospectus or any amendment or supplement thereto by the several Underwriters and by all dealers to whom the Shares may be sold, both in connection with the offering or sale of the Shares and for any period of time thereafter during which the Prospectus is required by law to be delivered in connection therewith. If during such period of time . (vii) Prior to any event shall occur which in the reasonable judgment of the Company or counsel to the Underwriters should be set forth in the Prospectus in order to make any statement therein, in the light of the circumstances under which it was made, not misleading, or if it is necessary to supplement or amend the Prospectus to comply with law, the Company will forthwith prepare and duly file with the Commission an appropriate supplement or amendment thereto, and will deliver to each of the Underwriters, without charge, such number of copies of such supplement or amendment to the Prospectus as the Representatives may reasonably request. The Company will not file any document under the Exchange Act or the Exchange Act Rules and Regulations before the termination of the public offering of the Shares by the Underwriters, if such document would be deemed to be incorporated by reference into the Prospectus, that is not approved by the Representatives after reasonable notice thereof. (f) Prior to the public offering of the Shares contemplated by this Agreement, the Company will cooperate with the Representatives and counsel to the Underwriters in connection with the registration or qualification of the Shares for offer and sale under the securities or Blue Sky laws of such state and foreign jurisdictions as the Representatives may reasonably request; provided, that in no event shall the Company be obligated to qualify to do business in any jurisdiction where it is not now so qualified or to take any action which would subject it to general service of process or taxation in any jurisdiction where it is not now so subject. (g) The Company will, so long as and to the extent required under the Rules and Regulations, furnish to its Shareholders as soon as practicable after the end of each fiscal year an annual report (including a balance sheet and statements of income, Shareholders' equity and cash flow of the Company and its consolidated Subsidiaries, certified by independent public accountants) and, as soon as practicable after the end of each of the first three quarters of each fiscal year (beginning with the fiscal quarter ending after the effective date of the Registration Statement), consolidated summary financial information of the Company and its Subsidiaries for such quarter in reasonable detail. (hviii) During the period of five years commencing on the Effective Date, the Company will furnish to the Representatives and each other Underwriter who may so request copies of such financial statements and other periodic and special reports as the Company may from time to time distribute generally to the holders of any class of its capital stock, and will furnish to the Representatives and each other Underwriter who may so request a copy of each annual or other report it shall be required to file with the Commission; provided that the failure to comply with this Section 5(a)(viii) shall not constitute a material breach of this Agreement. (iix) The Company will timely file such reports under the Exchange Act as are necessary to make generally available to holders of its securities as soon as may be practicable but in no event later than the last day of the fifteenth full calendar month following the calendar quarter in which the Effective Date falls, an earning earnings statement (which need not be audited but shall be in reasonable detail) covering for a period of 12 months ended commencing after the Effective Date, which will satisfy and satisfying the provisions of Section 11(a) of the Act (including Rule 158 of the Rules and Regulations). (jx) The Company will not at any time, directly or indirectly, take any action intended, or which might reasonably be expected, to cause or result, under the Act or otherwise, in, or which will constitute, stabilization of the price of the shares of Common Stock to facilitate the sale or resale of the Shares. (xi) The Company hereby agrees, and will cause each director of the Company and each executive officer of the Company identified on Schedule 5(a)(xi) hereto to agree pursuant to agreements with the Underwriters in the form set forth in Exhibit A, that they will not, for a period of 120 days after the date hereof, without the prior written consent of NatWest on behalf of the Underwriters, directly or indirectly, offer to sell, sell, contract to sell, grant any option to purchase or otherwise dispose (or announce any offer, sale, grant of any option to purchase or other disposition) of any shares of Common Stock or any securities convertible into, or exchangeable for shares of Common Stock; provided, that the Company may issue an aggregate of 2,589,600 shares of Common Stock in the ordinary course pursuant to the Company's stock option plans, and provided further, that each of the Company and such executive officers and directors shall be permitted to offer to sell, sell, contract to sell, grant any option to purchase or otherwise dispose of shares of Common Stock (or securities convertible into or exchangeable for shares of Common Stock) during such 120 period so long as the transferee of such shares or securities agrees in writing, for the benefit of the Underwriters, not to offer to sell, sell, contract to sell, grant any option to purchase or otherwise dispose of such shares or securities until the end of such 120 day period, unless such transferee has received the prior written consent of NatWest. It is acknowledged that the restriction contained in this Section shall not be applicable to the issuance by the Company of up to $86,250,000 of convertible subordinated debt securities having a maturity of at least seven (7) years from date of issue, or the issuance of Common Stock upon the conversion of any of such debt securities. (b) The Selling Shareholder hereby covenants and agrees with the Underwriters as follows: (i) The Selling Shareholder agrees for the benefit of the Underwriters that it will not, for a period of 120 days after the date hereof, without the prior written consent of NatWest on behalf of the Underwriters, directly or indirectly, offer to sell, sell, contract to sell, grant any option to purchase or otherwise dispose (or announce any offer, sale, grant of any option to purchase or other disposition) of any shares of Common Stock or any securities convertible into, or exchangeable for shares of Common Stock; provided, that the Selling Shareholder shall be permitted to offer to sell, sell, contract to sell, grant any option to purchase or otherwise dispose of shares of Common Stock (or securities convertible into or exchangeable for shares of Common Stock) during such 120-day period so long as the transferee of such shares or securities agrees in writing, for the benefit of the Underwriters, not to offer to sell, sell, contract to sell, grant any option to purchase or otherwise dispose of such shares or securities until the end of such 120-day period, unless such transferee has received the prior written consent of NatWest. It is acknowledged that the restriction contained in this Section shall not be applicable to the Option Shares being sold by the Selling Shareholder to the Underwriters pursuant to this Agreement. (ii) The Selling Shareholder will not, without the prior written consent of NatWest, make any bid for or purchase any shares of Common Stock during such 120-day period following the date hereof. (iii) As soon as the Selling Shareholder is advised thereof, the Selling Shareholder will advise the Representatives and confirm such advice in writing (i) of receipt by the Selling Shareholder, or by any representative of the Selling Shareholder, of any communication from the Commission relating to the Registration Statement, the Prospectus or any preliminary prospectus, or any notice or order of the Commission relating to the Company or the Selling Shareholder in connection with the transactions contemplated by this Agreement and (ii) of the happening of any event during the period from and after the Effective Date and until the Option Closing Date that in the judgment of the Selling Shareholder makes any statement made in the Registration Statement or the Prospectus untrue or that requires the making of any changes in the Registration Statement or the Prospectus in order to make the statements therein, in light of the circumstances under which they were made, not misleading. (iv) The Selling Shareholder will not at any time, directly or indirectly, take any action intended, or which might reasonably be expected, to cause or result, under the Act or otherwise, in, or which will constitute, stabilization of the price of the shares of Common Stock to facilitate the sale or resale of any of the Shares. (c) Each of the Company and the Selling Shareholder hereby covenants and agrees with the Underwriters as follows: (i) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company and, unless otherwise paid by the Company, the Selling Shareholder will agrees to pay or reimburse if paid by the Representatives, in such proportions as they may agree upon themselves, all costs and expenses incident to the performance of the obligations of the Company and the Selling Shareholder under this Agreement and in connection with the transactions contemplated herebyAgreement, including but not limited to costs and expenses of or relating to (i1) the preparation, printing and filing of the Registration Statement and exhibits to it, each preliminary prospectus, the Prospectus and any amendment or supplement to the Registration Statement or the Prospectus, (ii2) the preparation and delivery of certificates representing the Shares, (iii3) the printing of this Agreement, the Agreement Among Underwriters, any Selected Dealer Agreements, Agreements and any Underwriters' Questionnaires, the Shareholder's Agreement, any Underwriters' Powers of Attorney, and any invitation letters to prospective UnderwritersQuestionnaire, (iv4) furnishing (including costs of shipping and mailing) such copies of the Registration Statement, the Prospectus and any preliminary prospectus, and all amendments and supplements thereto, as may be requested for use in connection with the offering and sale of the Shares by the Underwriters or by dealers to whom Shares may be sold, (v5) the listing of the Shares on the NNMNew York Stock Exchange, (vi6) any filing fees associated with filings required to be made by the Underwriters with the NASD, and the fees, disbursements and other charges of counsel for the Underwriters in connection therewith, (vii7) the registration or qualification of the Shares for offer and sale under the securities or Blue Sky laws of such jurisdictions designated pursuant to Section 5(f5(a)(vii), including the reasonable fees, disbursements and other charges of counsel to the Underwriters in connection therewith, therewith and the preparation and printing of preliminary, supplemental and final Blue Sky memoranda, (viii8) counsel to the Company and the Selling Shareholder and (9) the transfer agent for the Shares. (a) If the sale of the Shares is not consummated because of a breach of a representation or warranty contained herein by the Company or the Selling Shareholder, which breach in the good faith determination of NatWest makes it impracticable or inadvisable to market the Shares on the terms and in the manner contemplated by the Prospectus, the Company and the Selling Shareholder, severally and not jointly, will reimburse the several Underwriters for all out-of-pocket expenses (including the fees, disbursements and other charges of counsel to the Underwriters) reasonably incurred by them in connection herewith; (b) (1) if for any reason the Company shall be unable to perform its obligations hereunder or refuses to perform its obligations hereunder, the Company will reimburse the several Underwriters for all out-of-pocket expenses (but not those including the fees, disbursements and other charges of counsel for to the Underwriters) reasonably incurred by them in connection herewith, except as otherwise provided herein(2) and (ix) the transfer agent if for the Shares. The Underwriters may deem the Company to be the primary obligor with respect to all costs, fees and expenses to be paid by the Company and by any reason the Selling Shareholder. The Shareholder shall be unable to perform its obligations hereunder or refuses to perform its obligations hereunder, the Selling Shareholder will pay reimburse the several Underwriters for all out-of-pocket expenses (directly or by reimbursement) all fees including the fees, disbursements and expenses incident other charges of counsel to the performance of Underwriters) reasonably incurred by them in connection herewith and (3) if for any reason the Selling Shareholder's obligations under this Agreement that are not otherwise specifically provided for herein, including but not limited to any fees and expenses of counsel for such Selling Shareholder, any fees and expenses of the Custodian, and all expenses and taxes incident to the sale and delivery of the Shares to be sold by such Selling Shareholder to the Underwriters hereunder. (k) The Company and the Selling Shareholder will not at any timeshall be unable to perform their respective obligations hereunder or refuse to perform their respective obligations hereunder, directly or indirectly, take any action designed or which might reasonably be expected to cause or result in, or which will constitute, stabilization or manipulation of the price of any security of the Company and the Selling Shareholder, severally and not jointly, will reimburse the several Underwriters for all out-of-pocket expenses (including the fees, disbursements and other charges of counsel to facilitate the sale or resale of any of Underwriters) reasonably incurred by them in connection herewith; and (c) if the Shares. (l) The Company will apply the net proceeds from the offering and sale of the Shares is not consummated for any reason other than those contemplated in (a) and (b) of this subsection, then the Underwriters will be solely responsible for their own out-of-pocket expenses (including the fees, disbursements and other charges of counsel to be sold by the Underwriters). This Section 5(c) shall not affect any agreements relating to the payment of expenses between the Company in the manner set forth in the Prospectus under "Use of Proceeds." (m) During the period beginning from the date hereof and continuing to and including the date 90 days after the date of the Prospectus, without the prior written consent of Xxxxxxx & Company, Inc., the Company will not (1) offer, sell, contract to sell, pledge, grant options, warrants or rights to purchase or otherwise dispose of any equity securities of the Company or any other securities convertible into or exchangeable for its Common Stock or other equity security (other than pursuant hereto and to employee stock option plans and the stock purchase plan disclosed in the Prospectus), or (2) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of shares of Common Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or other securities, in cash or otherwiseSelling Shareholder. (n) During the period of 90 days after the date of the Prospectus, the Company will not file with the Commission or cause to become effective any registration statement (other than a registration statement on Form S-8 filed to register securities issued or to be issued under employee stock option plans or the employee stock purchase plan, each such plan as disclosed in the Prospectus) filed relating to any securities of the Company without the prior written consent of Xxxxxxx & Company, Inc. (o) The Selling Shareholder will, and the Company will cause each of its officers and directors to, enter into lock-up agreements with the Representatives to the effect that they will not, without the prior written consent of Xxxxxxx & Company, Inc., sell, contract to sell or otherwise dispose of any shares of Common Stock or rights to acquire such shares according to the terms and subject to the conditions set forth in the form of lock-up agreement attached as Schedule III hereto.

Agreements of the Company and the Selling Shareholder. 4.1 The Company and the Selling Shareholder each covenant and agree with the Underwriters as followsagrees: (a) The Company will not, either prior to the Effective Date or thereafter during such period as the Prospectus is required by law to be delivered in connection with sales of the Shares by an Underwriter or dealer, file any amendment or supplement to the Registration Statement or the Prospectus, unless a copy thereof shall first have been submitted to the Representatives within a reasonable period of time prior to the filing thereof and the Representatives shall not have objected thereto in good faith. (b) The Company will To use its best efforts to cause the Registration Statement and the ADS Registration Statement to become effectiveeffective at the earliest possible time and, if required, to file the US Prospectus with the Commission within the time periods specified by Rule 424(b) and will notify Rule 430A under the Representatives promptlySecurities Act. (b) To make available to the Underwriters in such cities and locations as the Representative shall reasonably designate, and will confirm such advice in writing, (i) when as soon as practicable after the Registration Statement has become becomes effective (and when in any post-effective amendment thereto becomes effectiveevent by 10:00 a.m., New York City time, on the Business Day next succeeding the date of this Agreement), and thereafter from time to time to furnish to the Underwriters, as many copies of the US Prospectus and the International Prospectus (ii) or of the Prospectuses as amended or supplemented if the Company shall have made any request by the Commission for amendments or supplements to thereto after the Registration Statement or the Prospectus or for additional information, (iii) of the issuance by the Commission of any stop order suspending the effectiveness effective date of the Registration Statement or Statement) as the initiation Underwriters may request; if the delivery of any proceedings for that purpose or the threat thereof, (iv) a prospectus is required in connection with offers and sales of the happening of Shares, and if at such time any event during shall have occurred as a result of which the period mentioned in the second sentence Prospectuses as then amended or supplemented would include an untrue statement of Section 5(e) that in the judgment of the Company makes a material fact or omit to state any statement made in the Registration Statement or the Prospectus untrue or that requires the making of any changes in the Registration Statement or the Prospectus material fact necessary in order to make the statements therein, in the light of the circumstances in under which they were made when such Prospectuses are madedelivered, not misleading misleading, or, if for any other reason it shall be necessary during such same period to amend or supplement the Registration Statement in order to comply with the Securities Act and the rules and regulations thereunder, the Company shall notify the Underwriters and upon their request file such document and prepare and furnish without charge to each Underwriter and to any dealer in securities as many copies as the Underwriters may from time to time reasonably request of amended Prospectuses or supplements thereto which will correct such statement or omission or effect such compliance; (c) To deliver to the Representative, at the expense of the Company, two signed copies of the Registration Statement (as originally filed) and each amendment thereto or as supplemented, in each case including exhibits, and to each Underwriter a conformed copy of the Registration Statement (as originally filed) and each amendment thereto or as supplemented, in each case without exhibits; and in case any Underwriter is required to deliver a prospectus in connection with sales of the Shares in the United States at any time nine months or more after the time of issue of the Prospectuses, upon the request of the Representative but at the expense of such Underwriter, to prepare and deliver to such Underwriter as many copies as the Representative may reasonably request of an amended or supplemented US Prospectus complying with Section 10(a)(3) of the Securities Act. (d) To advise the Representative promptly, confirming such advice in writing, (i) when each of the Registration Statement and the ADS Registration Statement has become effective, (ii) when any post-effective amendment to the Registration Statement becomes effective and (viii) of receipt by when a US Prospectus is filed with the Commission pursuant to Rule 424(b) under the Securities Act (which the Company or any representative or attorney agrees to file in a timely manner under such Rule). (e) To advise the Representative promptly, confirming such advice in writing, of the Company receipt of any other communication comments from the Commission relating or of any request by the Commission for amendments or supplements to the Company, the Registration Statement, any preliminary prospectusADS Registration Statement or US Prospectus, as then amended or supplemented, or for additional information with respect thereto, or of notice of the Prospectus institution of proceedings for, or the offering. If at any time the Commission shall issue any entry of, a stop order suspending the effectiveness of the Registration StatementStatement or the ADS Registration Statement or of any order preventing or suspending the use of any Preliminary US Prospectus or the US Prospectus, the Company will make as then amended or supplemented, and promptly to use every reasonable effort (i) to prevent the issuance of any stop order and (ii) if any stop order is issued, to obtain the lifting or withdrawal of such order at as soon as possible. (f) To advise the earliest possible moment. If Representative promptly of any proposal to file, amend or supplement the Registration Statement, the ADS Registration Statement or either of the Prospectuses, as then amended or supplemented, to furnish the Representative with copies of any such documents, amendments or supplements a reasonable amount of time prior to such filing or use, and to file no such amendment or supplement to which the Representative or counsel to the Underwriters shall object in writing. (g) To furnish such information as may be required and otherwise to cooperate in qualifying the Shares for offer and sale under the securities or "blue sky" laws of such states and other jurisdictions (which shall include, without limitation, France and Switzerland) as the Representative may designate and to use its best efforts to maintain such qualifications in effect so long as required for the distribution of the Shares; provided that the Company has omitted shall not be required to qualify as a foreign corporation in any information from such state or other jurisdiction, to subject itself to taxation as doing business in any such state or other jurisdiction or to file a general consent to the service of process under the laws of any such state or other jurisdiction; and to promptly advise the Representative of the receipt by the Company of any notification with respect to (i) the suspension of the qualification of the Shares for sale in any jurisdiction or (ii) the initiation or threatening of any proceeding for such purpose. (h) If the Registration Statement pursuant to Rule 430A at the time of the Rules and Regulationseffectiveness of this Agreement does not cover all of the Shares, the Company will comply with the provisions of and make all requisite filings to file a Rule 462(b) Registration Statement with the Commission pursuant to said Rule 430A and notify registering the Representatives promptly of all such filings. If the Company elects to rely upon Rule 462(b) under the Act, the Company shall file a registration statement under Rule 462(b) with the Commission Shares not so covered in compliance with Rule 462(b) by 10:00 p.m., Washington, D.C. New York City time, on the date of this Agreement, Agreement and the Company shall at the time of filing either to pay to the Commission the filing fee for such Rule 462(b) registration statement Registration Statement at the time of the filing thereof or to give irrevocable instructions for the payment of such fee pursuant to Rule 111(b) under the Rules and RegulationsSecurities Act. (ci) The Company will furnish To make generally available to each its shareholders (within the meaning of the Representatives, without charge, one signed copy of each of the Registration Statement and of any pre- or post-effective amendment thereto, including financial statements and schedules, and all exhibits thereto, and will furnish to the Representatives, without charge, for transmittal to each of the other Underwriters, a copy of the Registration Statement and any pre- or post-effective amendment thereto, including financial statements and schedules but without exhibits. (d) The Company will comply with all the provisions of any undertakings contained in the Registration Statement. (e) On the Effective Date, and thereafter from time to time, the Company will deliver to each of the Underwriters, without charge, as many copies of the Prospectus or any amendment or supplement thereto as the Representatives may reasonably request. The Company Securities Act and the Selling Shareholder consent to the use of the Prospectus or any amendment or supplement thereto by the Underwriters rules and by all dealers to whom the Shares may be sold, both in connection with the offering or sale of the Shares and for any period of time thereafter during which the Prospectus is required by law to be delivered in connection therewith. If during such period of time any event shall occur which in the reasonable judgment of the Company or counsel to the Underwriters should be set forth in the Prospectus in order to make any statement therein, in the light of the circumstances under which it was made, not misleading, or if it is necessary to supplement or amend the Prospectus to comply with law, the Company will forthwith prepare and duly file with the Commission an appropriate supplement or amendment thereto, and will deliver to each of the Underwriters, without charge, such number of copies of such supplement or amendment to the Prospectus as the Representatives may reasonably request. The Company will not file any document under the Exchange Act or the Exchange Act Rules and Regulations before the termination of the offering of the Shares by the Underwriters, if such document would be deemed to be incorporated by reference into the Prospectus, that is not approved by the Representatives after reasonable notice thereof. (fregulations thereunder) Prior to the public offering of the Shares contemplated by this Agreement, the Company will cooperate with the Representatives and counsel to the Underwriters in connection with the registration or qualification of the Shares for offer and sale under the securities or Blue Sky laws of such jurisdictions as the Representatives may request; provided, that in no event shall the Company be obligated to qualify to do business in any jurisdiction where it is not now so qualified or to take any action which would subject it to general service of process in any jurisdiction where it is not now so subject. (g) The Company will, so long as and to the extent required under the Rules and Regulations, furnish to its Shareholders as soon as practicable after and in any event within the end of each fiscal year period required by law, an annual report (including a balance sheet and statements of income, Shareholders' equity and cash flow of the Company and its consolidated Subsidiaries, certified by independent public accountants) and, as soon as practicable after the end of each of the first three quarters of each fiscal year (beginning with the fiscal quarter ending after the effective date of the Registration Statement), consolidated summary financial information earnings statement of the Company and its Subsidiaries for such quarter in reasonable detail. (h) During the period of five years commencing on the Effective Date, the Company will furnish to the Representatives and each other Underwriter who may so request copies of such financial statements and other periodic and special reports as the Company may from time to time distribute generally to the holders of any class of its capital stock, and will furnish to the Representatives and each other Underwriter who may so request a copy of each annual or other report it shall be required to file with the Commission. (i) The Company will timely file such reports under the Exchange Act as are necessary to make generally available to holders of its securities as soon as may be practicable an earning statement (which need not be audited but shall be in reasonable detailaudited) covering a period of 12 months commencing after the Effective Date, which will satisfy the provisions of complying with Section 11(a) of the Securities Act (including including, at the option of the Company, Rule 158 of under the Rules and RegulationsSecurities Act). (j) Whether or not To furnish to its shareholders within the transactions contemplated by this Agreement are consummated or this Agreement is terminatedperiod required under the Exchange Act and the rules and regulations thereunder after the end of each financial year an annual report, including a balance sheet, statements of income and of cash flow of the Company for such financial year, accompanied by a copy of the certificate or report thereon of internationally recognized independent certified public accountants. (k) To furnish or make available to each of the Representative and, unless otherwise paid upon request, to each of the other Underwriters for three years, as soon as they are available, (i) a copy of any reports or other communications which the Company shall send to its shareholders or shall from time to time publish or publicly disseminate, (ii) a copy of all annual and current reports filed with the Commission on Forms 20-F and 6-K, or such other similar form as may be designated by the CompanyCommission, and (iii) a copy of documents or reports filed with the Selling Shareholder will Commission or any securities exchange on which any class of securities of the Company is listed. (l) To pay or reimburse if cause to be paid by the Representatives, in such proportions as they may agree upon themselves, all costs and expenses incident relating to the performance of the obligations of the Company and the Selling Shareholder under this Agreement and in connection with the transactions contemplated herebyany related arrangement, including but not limited to costs and expenses of or relating to including, without limitation, (i) the preparation, printing and filing of the Registration Statement and exhibits to itStatement, each preliminary prospectusthe ADS Registration Statement, Prospectus the Preliminary Prospectuses, the Prospectuses and any amendment amendments or supplement to supplements thereto, as well as the Registration Statement mailing and delivery of copies of the Preliminary Prospectuses, the Prospectuses and any amendments or Prospectussupplements thereto in such quantities as the Underwriters may reasonably require, (ii) the preparation preparation, printing and delivery to the Underwriters of certificates representing the Underwriting Agreement, the Deposit Agreement and such other documents as may be reasonably required in connection with the Global Offering, or the purchase, sale or delivery, as applicable, of the Shares, (iii) the printing preparation, issuance and delivery of this Agreement, any certificates for the Agreement Among Underwriters, any Selected Dealer Agreements, any Underwriters' Questionnaires, Shares to the Shareholder's Agreement, any Underwriters' Powers order of Attorney, and any invitation letters to prospective the Underwriters, (iv) furnishing (including costs the reasonable fees and disbursements of shipping and mailing) such copies each of the Registration StatementCompany's counsel, the Prospectus accountants and any preliminary prospectus, and all amendments and supplements thereto, as may be requested for use in connection with the offering and sale of the Shares by the Underwriters or by dealers to whom Shares may be soldother advisors, (v) the listing reasonable fees and disbursements of the Underwriters' counsel (vi) the qualification of the Shares on under the NNMsecurities or "blue sky" laws in accordance with the provisions of Section 4.1(g) hereof, (vi) any including filing fees associated with filings required to be made by the Underwriters with the NASD, and the fees, reasonable fees and disbursements and other charges of counsel for the Underwriters in connection therewiththerewith and in connection with the preparation, printing and distribution of any Blue Sky Memoranda (up to the agreed cap of US$15,000), (vii) the registration fees and expenses of any transfer secretary or qualification of registrar for the Shares for offer and sale under the securities or Blue Sky laws of such jurisdictions designated pursuant to Section 5(f), including the fees, disbursements and other charges of counsel to the Underwriters in connection therewith, and the preparation and printing of preliminary, supplemental and final Blue Sky memorandaShares, (viii) fees, disbursements and other charges of counsel the filing fees incident to the review by the NASD of the terms of the sale of the Shares, (ix) the filing fees of the Commission, (x) the fees and expenses incurred in connection with the listing or supplemental listing, if any, of the ADSs representing shares of the Company on Nasdaq National Market and the listing of the Shares and ADSs on the London Stock Exchange, (xi) the fees payable by the Company, if any, for depositing the Shares under the Deposit Agreement with the Depositary against issuance of the ADRs, (xii) the fees and expenses payable by the Company, if any, of the Depositary and any custodian appointed under the Deposit Agreement, (xiii) all taxes and duties, if any, incident to the sale and issuance, in accordance with Section 2 of this Agreement, or delivery of the Shares, including any stamp duty or transfer taxes or other duties payable upon the sale and issuance, in accordance with Section 2 of this Agreement or delivery of the Shares to the Underwriters, their transfer between Underwriters pursuant to the Agreement Among Underwriters, and their onward sale to purchasers as contemplated in the Global Offering, (xiv) all marketing and roadshow expenses, including the reasonable fees and expenses of the roadshow coordinator, if any, the preparation of all promotional materials (including but not those limited to slides, videos and brochures) in connection with the investor presentations, and including but not limited to, travel and lodging expenses of counsel for the Company and the Underwriters, (xv) all reasonable advertising expenses and the fees of any media relations or publicity agents in connection with the Global Offering and (xvi) all other reasonable out-of-pocket expenses. All amounts paid or reimbursed to the Underwriters under this Section 4.1(l) shall also include any value added tax or applicable taxes with respect thereto, and shall, to the extent ascertained by the Underwriters at the Time of Purchase, be paid in accordance with Section 2 hereof (amounts which are ascertained by the Underwriters after such time to be paid promptly in immediately available funds by wire transfer to an account designated by the Representative upon written notification by the Representative). The parties hereto agree that to the extent that any Underwriter is entitled to be reimbursed for costs or expenses both under this Section 4.1(l) and the Engagement Letter between the Company and HSBC Investment Bank plc dated 22 April 2002, the Company shall only be obligated to reimburse such costs or expenses once in accordance with the terms of this Agreement. (m) To obtain from the Registrar of Companies in accordance with Article 6 of the Companies (General Provisions) (Jersey) Order 1992, as amended, consent to the circulation of the Prospectuses; and to obtain from the Jersey Financial Services Commission its consent under Article 4 of the Control of Borrowing (Jersey) Order 1958 as amended to the issue of the Shares by the Company. (n) As soon as practicable after the date of this Agreement, to submit a copy of the UK Listing Particulars to the UK Listing Authority for approval in accordance with the UK FSMA and the UK Listing Rules and (subject to obtaining such approval) to have a copy of the UK Listing Particulars delivered to the Registrar of Companies in England and Wales for registration as required by Section 149 of the UK FSMA; to make available sufficient copies of the UK Listing Particulars at its registered office and at the Document Viewing Facility of the UK Listing Authority for such periods as may be required by the UK Listing Rules; to make publicly available copies of all documents stated in the UK Listing Particulars as being available for inspection at the address stated therein for such periods as may be required by the UK Listing Rules. (o) To list for quotation the ADSs on Nasdaq National Market and to list the Shares and ADSs on the Official List and the London Stock Exchange. (p) To comply with the Deposit Agreement so that ADRs evidencing ADSs to be delivered to the Underwriters at each Time of Purchase are executed by the Depositary (and, if applicable, countersigned). (q) Except pursuant to transactions in connection with the exchange offer referenced on the cover of the Prospectus, that neither the Company nor any of its affiliated purchasers (as defined in Rule 100 of Regulation M) will, either alone or with one or more other persons, until such time as the Representative shall have notified the Company of the completion of the distribution of the Shares by the Underwriters and that all stabilization activities with respect to such distribution have been terminated, bid for or purchase, for any account in which the Company or any of its affiliated purchasers has a beneficial interest, any Shares or attempt to induce any person to purchase any Shares, except as otherwise provided herein) in this Agreement or to the extent otherwise permitted by the Exchange Act and (ix) the transfer agent rules and regulations thereunder; and neither the Company nor any of its affiliated purchasers will, until such time described above, make bids or purchases for the Shares. The Underwriters may deem purpose of creating actual or apparent active trading in, or of raising the price of, the Shares or the ADSs. (r) To use the net proceeds received by the Company from the sale of the Shares by the Company pursuant to be this Agreement in the primary obligor manner specified in the Prospectuses under the heading "Use of Proceeds". (s) To execute and deliver to the Representative the Lock-up Deed among Randgold & Exploration Company Limited and the Company, to procure Randgold & Exploration Company Limited's execution thereof and to obtain from each of the Company's executive directors an executed lock-up agreement in the form attached hereto as Exhibit H, in each case prior to the First Time of Purchase. 4.2 The Selling Shareholder agrees with respect the Underwriters and the Company: (a) To pay or to all costs, fees and expenses cause to be paid by all transfer taxes payable in connection with the Company and by the Selling Shareholder. The Selling Shareholder will pay (directly or by reimbursement) all fees and expenses incident to the performance transfer of the Selling Shareholder's obligations under this Agreement that are not otherwise specifically provided for herein, including but not limited to any fees and expenses of counsel for such Selling Shareholder, any fees and expenses of the Custodian, and all expenses and taxes incident to the sale and delivery of the Shares to be sold by such Selling Shareholder to the Underwriters hereunder. (k) The Company and the Selling Shareholder will not at any time, directly or indirectly, take any action designed or which might reasonably be expected to cause or result in, or which will constitute, stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of any of the Shares. (l) The Company will apply the net proceeds from the offering and sale of the Option Shares to be sold by the Company in Selling Shareholder to the manner set forth in the Prospectus under "Use of Proceeds." (m) During the period beginning from the date hereof and continuing to and including the date 90 days after the date of the Prospectus, without the prior written consent of Xxxxxxx & Company, Inc., the Company will not (1) offer, sell, contract to sell, pledge, grant options, warrants or rights to purchase or otherwise dispose of any equity securities of the Company or any other securities convertible into or exchangeable for its Common Stock or other equity security (other than pursuant hereto and to employee stock option plans and the stock purchase plan disclosed in the Prospectus), or (2) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of shares of Common Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or other securities, in cash or otherwiseUnderwriters. (nb) During To do and perform all things required or necessary to be done and performed under this Agreement by the period Selling Shareholder prior to the Time of 90 days after the date Purchase of the Prospectus, Option Shares and to satisfy all conditions precedent to the Company will not file with the Commission or cause to become effective any registration statement (other than a registration statement on Form S-8 filed to register securities issued or to be issued under employee stock option plans or the employee stock purchase plan, each such plan as disclosed in the Prospectus) filed relating to any securities delivery of the Company without the prior written consent of Xxxxxxx & Company, Inc.Option Shares. (oc) The That neither the Selling Shareholder willShareholder, and the Company will cause each nor any of its officers and directors to, enter into lock-up agreements affiliates (as defined in Rule 405 under the Securities Act) nor any person acting on its behalf will engage in any "directed selling efforts" (as defined in Regulation S) with the Representatives respect to the effect that they will not, without the prior written consent of Xxxxxxx & Company, Inc., sell, contract to sell or otherwise dispose of any shares of Common Stock or rights to acquire such shares according to the terms and subject to the conditions set forth in the form of lock-up agreement attached as Schedule III heretoInternational Offering.