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

Agreements of the Company and the Selling Stockholder. Each of the Company and the Selling Stockholder respectively covenants and agrees with the several Underwriters as follows: (a) The Company will not, either prior to the Applicable Time 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 a dealer, file any amendment or supplement to the Registration Statement, the Base Prospectus 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) To the extent applicable to the offer, sale or distribution of the Shares, the Company will notify the Representatives promptly, and will confirm such advice in writing, (i) when any amendment to the Registration Statement has been filed or becomes effective or any amendment or supplement to the Prospectus has been filed, (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 preventing or suspending the use of the Base Prospectus, any preliminary prospectus, the Prospectus Supplement, the Prospectus or any Issuer Free Writing Prospectus 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 third 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 Base Prospectus, the Prospectus Supplement or the Prospectus. If at any time the Commission shall issue any order suspending the effectiveness of the Registration Statement or preventing or suspending the use of the Base Prospectus, any preliminary prospectus, the Prospectus Supplement, the Prospectus or any Issuer Free Writing Prospectus, 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 430B 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 430B 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) To the extent applicable to the offer, sale or distribution of the Shares, the Company will furnish to each Representative, without charge, a 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) So long as delivery of a prospectus by an Underwriter or dealer may be required by the Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 of the Rules and Regulations), the Company will deliver to each of the Underwriters, without charge, as many written and electronic copies of each preliminary prospectus, the Base Prospectus, the Prospectus Supplement, the Prospectus, each Issuer Free Writing Prospectus or any amendment or supplement thereto as the Representatives may reasonably request. The Company consents to the use of each preliminary prospectus, the Base Prospectus, the Prospectus Supplement, the Prospectus, each Issuer Free Writing Prospectus and 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 that in the 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. If at any time following issuance of an Issuer Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicted or would conflict with the information contained in the Registration Statement, the Pricing Prospectus or the Prospectus or included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances prevailing at that subsequent time, not misleading, the Company will promptly notify Xxxxxxx & Company, LLC and, if requested by Xxxxxxx & Company, LLC, will promptly amend or supplement, at its own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement or omission. (f) Prior to any public offering of the Shares, 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 state or foreign 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 that would subject it to general service of process in any jurisdiction where it is not now so subject or assume any ongoing reporting obligations to any governmental or other authority in any jurisdiction. (g) The Company will, so long as required under the Rules and Regulations, furnish to its stockholders after the end of each fiscal year an annual report (including a balance sheet and statements of income, stockholders’ equity and cash flow of the Company and its consolidated Subsidiaries, if any, certified by independent public accountants) and, 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, if any, for such quarter in reasonable detail, in each case within the time period required therefor under the Exchange Act and the Rules and Regulations. (h) The Company will make generally available to holders of its securities as soon as may be practicable, but in no event later than the Availability Date (as defined below), 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 that will satisfy the provisions of Section 11(a) of the Act (including Rule 158 of the Rules and Regulations). For the purpose of the preceding sentence, “Availability Date” means the 45th day after the end of the fourth fiscal quarter following the fiscal quarter that includes such Effective Date, except that if such fourth fiscal quarter is the last quarter of the Company’s fiscal year, “Availability Date” means the 90th day after the end of such fourth fiscal quarter. (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 Stockholder will pay or reimburse if paid by the Underwriters, 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 Stockholder 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, the Base Prospectus, the Prospectus Supplement, the Pricing Prospectus, the Prospectus, any Issuer Free Writing Prospectus, and any amendment or supplement to any of the foregoing, (ii) the preparation and delivery of certificates representing the Shares, if applicable, (iii) furnishing (including costs of shipping and mailing) such copies of the Registration Statement, any preliminary prospectus, the Base Prospectus, the Prospectus Supplement, the Prospectus, and any Issuer Free Writing 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, (iv) the listing of the Shares on the NASDAQ, (v) any filings required to be made in connection with clearance of the offering of the Shares with FINRA (including the fees, disbursements and other charges of counsel for the Underwriters in connection therewith), (vi) the registration or qualification of the Shares for offer and sale under the state or foreign securities or Blue Sky laws of such jurisdictions designated pursuant to Section 5(f) and the preparation, printing and distribution of any Blue Sky memoranda or foreign jurisdiction offering wraps or memoranda (including the fees, disbursements and other charges of counsel for the Underwriters in connection therewith), (vii) fees, disbursements and other charges of counsel to the Company (but not those of counsel for the Underwriters, except as otherwise provided herein) and of the Accountants, (viii) the transfer agent for the Shares, (ix) “road show” presentations to prospective purchasers of the Shares (including any travel expenses of the Company’s officers, directors and employees in connection with attending or hosting meetings, but not including travel expenses for employees of any of the Underwriters, and (x) all other documented out-of-pocket costs and expenses of the Underwriters incident to the performance of their obligations hereunder not otherwise specifically provided for herein, including the fees, disbursements and other charges of counsel to the Underwriters (in addition to those set forth in clauses (v) and (vi));provided, however, that in no event under this clause (x) shall the Company be required to pay or reimburse if paid by the Underwriters any costs and expenses in excess of $75,000 in the aggregate. 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 Stockholder. The Selling Stockholder will pay (directly or by reimbursement) all fees and expenses incident to the performance of his obligations under this Agreement that are not otherwise specifically provided for herein, including but not limited to any fees and expenses of counsel for the Selling Stockholder, and all expenses and taxes incident to the sale and delivery of the Option Shares. (j) The Company will not at any time, directly or indirectly, take any action designed or that might reasonably be expected to cause or result in, or that will constitute, stabilization of the price of the shares of Common Stock to facilitate the sale or resale of any of the Shares. (k) 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 Pricing Prospectus and the Prospectus under “Use of Proceeds.” (l) During the period beginning from the date hereof and continuing to and including the date that is 90 days after the date of the Prospectus, without the prior written consent of Xxxxxxx & Company, LLC, 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 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, other than (A) the Firm Shares to be sold hereunder, (B) any options, restricted stock units and other awards granted under the Company’s stock incentive plans described in the Registration Statement, the Pricing Prospectus and the Prospectus, and (C) any shares of Common Stock issued upon the exercise of options or vesting and settlement of restricted stock units or other awards granted under such stock incentive plans. (m) 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 relating to any securities of the Company without the prior written consent of Xxxxxxx & Company, LLC. (n) The Company will cause each of its executive 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, LLC, sell, contract to sell or otherwise dispose of any shares of Common Stock or rights to acquire such shares according to the terms set forth in Schedule V hereto.

Agreements of the Company and the Selling Stockholder. Each of the The Company (as to Sections 5(a)-(l)) and the Selling Stockholder respectively covenants (as to Sections 5(i), 5(k) and agrees 5(m)) covenant and agree with the several Underwriters Placement Agents as follows: (a) The Company will not, either prior to the Applicable Time Effective Date or thereafter during such period as as, in the opinion of counsel for the Placement Agents, the Prospectus is would be required by law to be delivered in connection with sales of the Shares or the Selling Stockholder Shares by an Underwriter underwriter or a dealer, file any amendment or supplement to the Registration Statement, the Base Prospectus 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) To If the extent applicable Registration Statement has not been declared effective prior to the offer, sale or distribution execution of the Sharesthis Agreement, 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 any amendment to the Registration Statement has been filed or become effective and when any post-effective amendment thereto becomes effective or any amendment or supplement to the Prospectus has been filedeffective, (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 or supplemental 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 preventing or suspending the use of the Base Prospectus, any preliminary prospectus, the Prospectus Supplement, the Prospectus or any Issuer Free Writing Prospectus 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 third 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, 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 Base Prospectus, the Preliminary Prospectus Supplement or the Prospectus. 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 or preventing or suspending the use of the Base Prospectus, any preliminary prospectus, the Prospectus Supplement, the Prospectus or any Issuer Free Writing ProspectusStatement, 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 430B 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 430B 430A and to notify the Representatives Placement Agents promptly of all such filings. If the Company elects to rely upon on Rule 462(b) under the Act), the Company shall both file a registration statement under Rule 462(b) Registration Statement with the Commission in compliance with Rule 462(b) and pay the applicable filing fees in accordance with Rule 111 of the Rules and Regulations by the earlier of (A) 10:00 p.m., Washington, D.C. New York time, on the date of this Agreement, Agreement and the Company shall at (B) the time of filing either pay to the Commission the filing fee for such confirmations are sent or given, as specified by Rule 462(b) registration statement or give irrevocable instructions for the payment of such fee pursuant to the Rules and Regulations462(b)(2). (c) To the extent applicable If, at any time when a Prospectus relating to the offerShares and the Selling Stockholder Shares is required to be delivered under the 1933 Act, sale or distribution any event occurs as a result of the Shares, the Company will furnish to each Representative, without charge, a 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) So long as delivery of a prospectus by an Underwriter or dealer may be required by the Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 of the Rules and Regulations), the Company will deliver to each of the Underwriters, without charge, as many written and electronic copies of each preliminary prospectus, the Base Prospectus, the Prospectus Supplement, which the Prospectus, each Issuer Free Writing Prospectus as then amended or any amendment or supplement thereto as the Representatives may reasonably request. The Company consents to the use of each preliminary prospectussupplemented, the Base Prospectuswould, the Prospectus Supplement, the Prospectus, each Issuer Free Writing Prospectus and 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 that in the judgment of counsel to the Company or counsel to the Underwriters should be set forth in the Prospectus in order to make Placement Agents, include 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. If at any time following issuance of an Issuer Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicted or would conflict with the information contained in the Registration Statement, the Pricing Prospectus or the Prospectus or included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances prevailing at that subsequent timeunder which they were made, not misleading, or the Registration Statement, as then amended or supplemented, would, in the judgment of counsel to the Company or counsel to the Placement Agents, include any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein not misleading, or if for any other reason it is necessary, in the judgment of counsel to the Company or counsel to the Placement Agents, at any time to amend or supplement the Prospectus or the Registration Statement to comply with the 1933 Act or the 1933 Act Regulations, the Company will promptly notify Xxxxxxx & Company, LLC the Placement Agents and, if requested by Xxxxxxx & Company, LLCsubject to Section 5(a) hereof, will promptly amend or supplementprepare and file with the Commission, at its own the Company's expense, an amendment to the Registration Statement or an amendment or supplement to the Prospectus that corrects such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement or omissionomission or effects such compliance and will deliver to the Placement Agents, without charge, such number of copies thereof as the Placement Agents may reasonably request. The Company consents to the use of the Prospectus or any amendment or supplement thereto by the Placement Agents. (d) The Company will furnish to the Placement Agents and their counsel, without charge, (i) an aggregate of three manually signed copies of the registration statement described in Section 3(a) hereof and each pre-effective amendment thereto, including financial statements and schedules, and all exhibits thereto, and any registration statement filed pursuant to Rule 462(b) and (ii) so long as a prospectus relating to the Shares and the Selling Stockholder Shares is required to be delivered under the 1933 Act, as many copies of each Preliminary Prospectus or the Prospectus or any amendment or supplement thereto as the Placement Agents may reasonably request. (e) The Company will comply with all the undertakings contained in the Registration Statement and shall file, on a timely basis, with the Commission, the NASD, the AMEX and any other securities exchange on which the securities of the Company are then listed, all periodic and other reports and documents required to be filed under the Exchange Act. (f) Prior to any public offering the sale of the SharesShares and the Selling Stockholder Shares to the Investors, the Company and the Selling Stockholder will cooperate with the Representatives Placement Agents and their counsel to the Underwriters in connection with the registration or qualification of the Shares and the Selling Stockholder Shares for offer and sale under the state or foreign securities or Blue Sky laws of such jurisdictions as the Representatives Placement Agents 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 that which would subject it to general service of process in any jurisdiction where it is not now so subject subject. The Company will advise the Placement Agents promptly of the suspension of the qualification or assume registration of (or any ongoing reporting obligations to any governmental exemption relating to) the Shares or other authority the Selling Stockholder Shares for offering, sale or trading in any jurisdictionjurisdiction or any initiation or threat of any proceedings for such purpose, and in the event of the issuance of any order suspending such qualification or registration or exemption, the Company shall use its best efforts to obtain the withdrawal thereof at the earliest possible time. (g) The During the period of three years commencing on the Effective Date, the Company will, so long as required under the Rules and Regulations, will furnish to its stockholders the Placement Agents: (i) as soon as practicable after the end of each fiscal year an annual report (including a of the Company, copies of the Annual Report of the Company containing the balance sheet of the Company as of the close of such fiscal year and statements of income, stockholders’ ' equity and cash flow flows for the fiscal year then ended and the opinion thereon of the Company's independent public or certified public accountants; (ii) as soon as practicable after the filing thereof, copies of each proxy statement, Annual Report on Form 10-K (or Form 10-KSB, if applicable), Quarterly Report on Form 10-Q (or Form 10-QSB, if applicable), Current Report on Form 8-K, or other report filed by the Company with the Commission, the NASD, the AMEX, or any other securities exchange; and (iii) as soon as available, copies of any reports or communications of the Company and mailed generally to holders of its consolidated Subsidiariescapital stock. (h) As soon as practicable, if any, certified by independent public accountants) and, but in any event not later than 45 days after the end of each the 12-month period beginning on the day after the end of the first three quarters of each fiscal year (beginning with the fiscal quarter ending of the Company during which the Effective Date of the Registration Statement occurs (90 days in the event that the end of such fiscal quarter is the end of the Company's fiscal year), the Company will make generally available to its security holders, in the manner specified in Rule 158(b) of the 1933 Act Regulations, and to the Placement Agents, an earnings statement which will be in the detail required by, and will otherwise comply with, the provisions of Section 11(a) of the 1933 Act and Rule 158(a) of the 19933 Act Regulations, which statement need not be audited unless required by the 1933 Act or the 1933 Act Regulations, covering a period of at lest 12 consecutive months after the effective date of the Registration Statement), consolidated summary financial information of the Company and its Subsidiaries, if any, for such quarter in reasonable detail, in each case within the time period required therefor under the Exchange Act and the Rules and Regulations. (h) The Company will make generally available to holders of its securities as soon as may be practicable, but in no event later than the Availability Date (as defined below), 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 that will satisfy the provisions of Section 11(a) of the Act (including Rule 158 of the Rules and Regulations). For the purpose of the preceding sentence, “Availability Date” means the 45th day after the end of the fourth fiscal quarter following the fiscal quarter that includes such Effective Date, except that if such fourth fiscal quarter is the last quarter of the Company’s fiscal year, “Availability Date” means the 90th day after the end of such fourth fiscal quarter. (i) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, Neither the Company and, unless otherwise paid by the Company, nor the Selling Stockholder will pay or reimburse if paid by the Underwriterswill, 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 Stockholder 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, the Base Prospectus, the Prospectus Supplement, the Pricing Prospectus, the Prospectus, any Issuer Free Writing Prospectus, and any amendment or supplement to any of the foregoing, (ii) the preparation and delivery of certificates representing the Shares, if applicable, (iii) furnishing (including costs of shipping and mailing) such copies of the Registration Statement, any preliminary prospectus, the Base Prospectus, the Prospectus Supplement, the Prospectus, and any Issuer Free Writing 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, (iv) the listing of the Shares on the NASDAQ, (v) any filings required to be made in connection with clearance of the offering of the Shares with FINRA (including the fees, disbursements and other charges of counsel for the Underwriters in connection therewith), (vi) the registration or qualification of the Shares for offer and sale under the state or foreign securities or Blue Sky laws of such jurisdictions designated pursuant to Section 5(f) and the preparation, printing and distribution of any Blue Sky memoranda or foreign jurisdiction offering wraps or memoranda (including the fees, disbursements and other charges of counsel for the Underwriters in connection therewith), (vii) fees, disbursements and other charges of counsel to the Company (but not those of counsel for the Underwriters, except as otherwise provided herein) and of the Accountants, (viii) the transfer agent for the Shares, (ix) “road show” presentations to prospective purchasers of the Shares (including any travel expenses of the Company’s officers, directors and employees in connection with attending or hosting meetings, but not including travel expenses for employees of any of the Underwriters, and (x) all other documented out-of-pocket costs and expenses of the Underwriters incident to the performance of their obligations hereunder not otherwise specifically provided for herein, including the fees, disbursements and other charges of counsel to the Underwriters (in addition to those set forth in clauses (v) and (vi));provided, however, that in no event under this clause (x) shall the Company be required to pay or reimburse if paid by the Underwriters any costs and expenses in excess of $75,000 in the aggregate. 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 Stockholder. The Selling Stockholder will pay (directly or by reimbursement) all fees and expenses incident to the performance of his obligations under this Agreement that are not otherwise specifically provided for herein, including but not limited to any fees and expenses of counsel for the Selling Stockholder, and all expenses and taxes incident to the sale and delivery of the Option Shares. (j) The Company will not at any time, directly or indirectly, take any action designed intended, or that which might reasonably be expected expected, to cause or result in, or that which will constitute, stabilization or manipulation of the price of the shares of Common Stock to facilitate the sale or resale of any of the Shares or the Selling Stockholder Shares. (j) Prior to the Closing Date, the Company shall furnish to the Placement Agents, as soon as they have been prepared, copies of any unaudited interim consolidated financial statements of the Company, for any periods subsequent to the periods covered by the financial statements appearing in the Registration Statement and the Prospectus. (k) Prior to the Closing Date, the Company and the Selling Stockholder will issue no press release or other communications directly or indirectly and hold no press conferences with respect to the Company, the condition, financial or otherwise, or the earnings, business affairs or business prospects of the Company, or the offering of the Shares or the Selling Stockholder Shares, without the prior written consent of the Placement Agents unless in the opinion of legal counsel to the Company, and after reasonable advance notification to the Placement Agents, such press release or communication is required by law. (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 Pricing Prospectus and the Prospectus under “the caption "Use of Proceeds.” (l) During the period beginning from the date hereof and continuing to and including the date that is 90 days after the date of the Prospectus, without the prior written consent of Xxxxxxx & Company, LLC, 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 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, other than (A) the Firm Shares to be sold hereunder, (B) any options, restricted stock units and other awards granted under the Company’s stock incentive plans described in the Registration Statement, the Pricing Prospectus and the Prospectus, and (C) any shares of Common Stock issued upon the exercise of options or vesting and settlement of restricted stock units or other awards granted under such stock incentive plans." (m) During The Selling Stockholder will deliver to the period Placement Agents and the Escrow Agent prior to or on the effective date a properly completed and executed United States Treasury Department Form W-9 (or other applicable form or statement specified by Treasury Department regulations in lieu thereof). You may waive in writing the performance by the Company of 90 days after the date any one or more of the Prospectus, foregoing covenants or extend the Company will not file with the Commission or cause to become effective any registration statement relating to any securities of the Company without the prior written consent of Xxxxxxx & Company, LLCtime for their performance. (n) The Company will cause each of its executive 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, LLC, sell, contract to sell or otherwise dispose of any shares of Common Stock or rights to acquire such shares according to the terms set forth in Schedule V hereto.

Agreements of the Company and the Selling Stockholder. Each of the The Company (as to Sections 5(a)-(i)) and the Selling Stockholder respectively covenants (only as to Sections 5(f) and agrees (h)) covenant and agree with the several Underwriters Placement Agent as follows: (a) The Company will not, either prior to the Applicable Time effective date of the Registration Statement or thereafter during such period as the Prospectus is would be required by law to be delivered in connection with sales of the Company Shares or the Selling Stockholder Shares by an Underwriter underwriter or a dealer, file any amendment or supplement to the Registration Statement, the Base Prospectus Statement or the Prospectus, unless a copy thereof shall first have been submitted to the Representatives Placement Agent and the Selling Stockholder within a reasonable period of time prior to the filing thereof and neither the Representatives Placement Agent nor the Selling Stockholder shall not have objected thereto in good faith. (b) To the extent applicable to the offer, sale or distribution of the Shares, the The Company will notify the Representatives Placement Agent and the Selling Stockholder promptly, and will confirm such advice in writing, (i1) when any post-effective amendment to the Registration Statement has been filed or becomes effective or any amendment or supplement to the Prospectus has been filedeffective, (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 or supplemental 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 preventing or suspending the use of the Base Prospectus, any preliminary prospectus, the Prospectus Supplement, the Prospectus or any Issuer Free Writing Prospectus 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 third 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, 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, either the Registration Statement, any preliminary prospectus, the Base Prospectus, the Prospectus Supplement Statement or the Prospectus. 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 or preventing or suspending the use of the Base Prospectus, any preliminary prospectus, the Prospectus Supplement, the Prospectus or any Issuer Free Writing ProspectusStatement, 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 430B 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 430B 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) To the extent applicable If, at any time when a Prospectus relating to the offer, sale or distribution of the Shares, the Company will furnish to each Representative, without charge, a 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) So long as delivery of a prospectus by an Underwriter or dealer may be required by the Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 of the Rules and Regulations), the Company will deliver to each of the Underwriters, without charge, as many written and electronic copies of each preliminary prospectus, the Base Prospectus, the Prospectus Supplement, the Prospectus, each Issuer Free Writing Prospectus or any amendment or supplement thereto as the Representatives may reasonably request. The Company consents to the use of each preliminary prospectus, the Base Prospectus, the Prospectus Supplement, the Prospectus, each Issuer Free Writing Prospectus and 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 under the Act, any event shall occur that in the 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. If at any time following issuance of an Issuer Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicted the Prospectus, as then amended or would conflict with the information contained supplemented, would, in the Registration Statementjudgment of counsel to the Company, counsel to the Pricing Prospectus Placement Agent or counsel to the Prospectus or included or would Selling Stockholder, include an any untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances prevailing at that subsequent timeunder which they were made, not misleading, or the Registration Statement, as then amended or supplemented, would, in the judgment of counsel to the Company, counsel to the Placement Agent or counsel to the Selling Stockholder, include any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein not misleading, or if for any other reason it is necessary, in the judgment of counsel to the Company, counsel to the Placement Agent or counsel to the Selling Stockholder, at any time to amend or supplement the Prospectus or the Registration Statement to comply with the Act or the rules and regulations thereunder, the Company will promptly notify Xxxxxxx & Company, LLC the Placement Agent and the Selling Stockholder and, if requested by Xxxxxxx & Company, LLCsubject to Section 5(a) hereof, will promptly amend or supplementprepare and file with the Commission, at its own the Company's expense, an amendment to the Registration Statement or an amendment or supplement to the Prospectus that corrects such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement or omissionomission or effects such compliance and will deliver to the Placement Agent and the Selling Stockholder, without charge, such number of copies thereof as each of the Placement Agent and the Selling Stockholder may reasonably request. The Company consents to the use of the Prospectus or any amendment or supplement thereto by the Placement Agent and the Selling Stockholder. (d) The Company will furnish to the Placement Agent and the Selling Stockholder, without charge, (i) a copy of the registration statement described in Section 3(a) hereof and each pre-effective amendment thereto, including all exhibits thereto, and any registration statement filed pursuant to Rule 462(b) and (ii) so long as a prospectus relating to the Shares is required to be delivered under the Act, as many copies of the Prospectus or any amendment or supplement thereto as the Placement Agent and the Selling Stockholder may reasonably request. (e) The Company will comply with all the undertakings contained in the Registration Statement and shall file, on a timely basis, with the Commission, the NYSE and any other securities exchange on which the securities of the Company are then listed, all periodic and other reports and documents required to be filed under the Exchange Act. (f) Prior to any public offering the sale of the SharesCompany Shares and the Selling Stockholder Shares to the Investors, the Company and the Selling Stockholder will cooperate with the Representatives and Company's counsel to the Underwriters in connection with the registration or qualification of the Company Shares and the Selling Stockholder Shares for offer and sale under the state or foreign securities or Blue Sky laws of such jurisdictions as the Representatives Placement Agent 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 that which would subject it to general service of process in any jurisdiction where it is not now so subject subject. The Company will advise the Placement Agent and the Selling Stockholder promptly of the suspension of the qualification or assume registration of (or any ongoing reporting obligations to any governmental exemption relating to) the Company Shares or other authority the Selling Stockholder Shares for offering, sale or trading in any jurisdictionjurisdiction or any initiation or threat of any proceedings for such purpose, and in the event of the issuance of any order suspending such qualification or registration or exemption, the Company shall use its best efforts to obtain the withdrawal thereof at the earliest possible time. (g) The Company willAs soon as practicable, so long as required under the Rules and Regulations, furnish to its stockholders but in any event not later than 45 days after the end of each fiscal year an annual report (including a balance sheet and statements of income, stockholders’ equity and cash flow of the Company and its consolidated Subsidiaries, if any, certified by independent public accountants) and, 12-month period beginning on the day after the end of each of the first three quarters of each fiscal year (beginning with the fiscal quarter ending after of the Company during which the effective date of the Registration StatementStatement occurs (90 days in the event that the end of such fiscal quarter is the end of the Company's fiscal year), consolidated summary financial information of the Company and its Subsidiaries, if any, for such quarter in reasonable detail, in each case within the time period required therefor under the Exchange Act and the Rules and Regulations. (h) The Company will make generally available to holders of its securities as soon as may be practicablesecurity holders, but in no event later than the Availability Date (as defined below)manner specified in Rule 158(b) under the Act and to the Placement Agent, an earning earnings statement (which need not be audited but shall will be in reasonable detail) covering a period of 12 months commencing after the Effective Date that detail required by, and will satisfy otherwise comply with, the provisions of Section 11(a) of the Act (including and Rule 158 158(a) under the Act, which statement need not be audited unless required by the Act or the rules and regulations thereunder, covering a period of the Rules and Regulations). For the purpose of the preceding sentence, “Availability Date” means the 45th day at least 12 consecutive months after the end of the fourth fiscal quarter following the fiscal quarter that includes such Effective Date, except that if such fourth fiscal quarter is the last quarter of the Company’s fiscal year, “Availability Date” means the 90th day after the end of such fourth fiscal quarter. (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 Stockholder will pay or reimburse if paid by the Underwriters, 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 Stockholder 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, the Base Prospectus, the Prospectus Supplement, the Pricing Prospectus, the Prospectus, any Issuer Free Writing Prospectus, and any amendment or supplement to any of the foregoing, (ii) the preparation and delivery of certificates representing the Shares, if applicable, (iii) furnishing (including costs of shipping and mailing) such copies effective date of the Registration Statement, any preliminary prospectus, the Base Prospectus, the Prospectus Supplement, the Prospectus, and any Issuer Free Writing 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, (iv) the listing of the Shares on the NASDAQ, (v) any filings required to be made in connection with clearance of the offering of the Shares with FINRA (including the fees, disbursements and other charges of counsel for the Underwriters in connection therewith), (vi) the registration or qualification of the Shares for offer and sale under the state or foreign securities or Blue Sky laws of such jurisdictions designated pursuant to Section 5(f) and the preparation, printing and distribution of any Blue Sky memoranda or foreign jurisdiction offering wraps or memoranda (including the fees, disbursements and other charges of counsel for the Underwriters in connection therewith), (vii) fees, disbursements and other charges of counsel to the Company (but not those of counsel for the Underwriters, except as otherwise provided herein) and of the Accountants, (viii) the transfer agent for the Shares, (ix) “road show” presentations to prospective purchasers of the Shares (including any travel expenses of the Company’s officers, directors and employees in connection with attending or hosting meetings, but not including travel expenses for employees of any of the Underwriters, and (x) all other documented out-of-pocket costs and expenses of the Underwriters incident to the performance of their obligations hereunder not otherwise specifically provided for herein, including the fees, disbursements and other charges of counsel to the Underwriters (in addition to those set forth in clauses (v) and (vi));provided, however, that in no event under this clause (x) shall the Company be required to pay or reimburse if paid by the Underwriters any costs and expenses in excess of $75,000 in the aggregate. 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 Stockholder. The Selling Stockholder will pay (directly or by reimbursement) all fees and expenses incident to the performance of his obligations under this Agreement that are not otherwise specifically provided for herein, including but not limited to any fees and expenses of counsel for the Selling Stockholder, and all expenses and taxes incident to the sale and delivery of the Option Shares. (jh) The Neither the Company will not nor the Selling Stockholder will, at any time, directly or indirectly, take any action designed intended, or that which might reasonably be expected expected, to cause or result in, or that which will constitute, stabilization or manipulation of the price of the shares of Common Stock to facilitate the sale or resale of any of the Company Shares or the Selling Stockholder Shares. (ki) The Company will apply the net proceeds from the offering and sale of the Company Shares to be sold by the Company substantially in the manner set forth in the Pricing Prospectus and the Prospectus under “the caption "Use of Proceeds.” (l) During " You may waive in writing the period beginning from the date hereof and continuing to and including the date that is 90 days after the date of the Prospectus, without the prior written consent of Xxxxxxx & Company, LLC, 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 performance by the Company or the Selling Stockholder of any other securities convertible into one or exchangeable for its Common Stock or other equity security or (2) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any more of the economic benefits foregoing covenants 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, other than (A) extend the Firm Shares to be sold hereunder, (B) any options, restricted stock units and other awards granted under the Company’s stock incentive plans described in the Registration Statement, the Pricing Prospectus and the Prospectus, and (C) any shares of Common Stock issued upon the exercise of options or vesting and settlement of restricted stock units or other awards granted under such stock incentive planstime for their performance. (m) 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 relating to any securities of the Company without the prior written consent of Xxxxxxx & Company, LLC. (n) The Company will cause each of its executive 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, LLC, sell, contract to sell or otherwise dispose of any shares of Common Stock or rights to acquire such shares according to the terms set forth in Schedule V hereto.

Agreements of the Company and the Selling Stockholder. Each of the The Company and the Selling Stockholder respectively covenants each covenant and agrees agree with the several Underwriters as follows: (a) The Company will not, either prior to the Applicable Time 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 a dealer, file any amendment or supplement to the Registration Statement, the Base Prospectus 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) To The Company will use its best efforts to cause the extent applicable Registration Statement to the offerbecome effective, sale or distribution of the Shares, the Company and will notify the Representatives promptly, and will confirm such advice in writing, (i) when any amendment to the Registration Statement has been filed or become effective and when any post-effective amendment thereto becomes effective or any amendment or supplement to the Prospectus has been filedeffective, (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 preventing or suspending the use of the Base Prospectus, any preliminary prospectus, the Prospectus Supplement, the Prospectus or any Issuer Free Writing Prospectus 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 third 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, 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 Base Prospectus, the Prospectus Supplement or the Prospectusoffering. If at any time the Commission shall issue any order suspending the effectiveness of the Registration Statement or preventing or suspending the use of the Base Prospectus, any preliminary prospectus, the Prospectus Supplement, the Prospectus or any Issuer Free Writing ProspectusStatement, 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 430B 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 430B 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) To the extent applicable to the offer, sale or distribution of the Shares, the The Company will furnish to each Representativeof the Representatives, without charge, a 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 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) So long as delivery of a prospectus by an Underwriter or dealer may be required by On the Act (including in circumstances where such requirement may be satisfied pursuant Effective Date, and thereafter from time to Rule 172 of the Rules and Regulations)time, the Company will deliver to each of the Underwriters, without charge, as many written and electronic copies of each preliminary prospectus, the Base Prospectus, the Prospectus Supplement, the Prospectus, each Issuer Free Writing Prospectus or any amendment or supplement thereto as the Representatives may reasonably request. The Company consents and the Selling Stockholder consent to the use of each preliminary prospectus, the Base Prospectus, the Prospectus Supplement, the Prospectus, each Issuer Free Writing Prospectus and 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 that 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. If at any time following issuance of an Issuer Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicted or would conflict with the information contained in the Registration Statement, the Pricing Prospectus or the Prospectus or included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances prevailing at that subsequent time, not misleading, the Company will promptly notify Xxxxxxx & Company, LLC and, if requested by Xxxxxxx & Company, LLC, will promptly amend or supplement, at its own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement or omission. (f) Prior to any the public offering of the SharesShares 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 state or foreign 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 that which would subject it to general service of process in any jurisdiction where it is not now so subject or assume any ongoing reporting obligations to any governmental or other authority in any jurisdictionsubject. (g) The Company will, so long as and to the extent required under the Rules and Regulations, furnish to its stockholders as soon as practicable after the end of each fiscal year an annual report (including a balance sheet and statements of income, stockholders’ equity and cash flow of the Company and its consolidated Subsidiaries, if any, 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, if any, for such quarter in reasonable detail, in each case within the time period required therefor under the Exchange Act and the Rules and Regulations. (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, but in no event later than the Availability Date (as defined below), 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 that Date, which will satisfy the provisions of Section 11(a) of the Act (including Rule 158 of the Rules and Regulations). For the purpose of the preceding sentence, “Availability Date” means the 45th day after the end of the fourth fiscal quarter following the fiscal quarter that includes such Effective Date, except that if such fourth fiscal quarter is the last quarter of the Company’s fiscal year, “Availability Date” means the 90th day after the end of such fourth fiscal quarter. (ij) 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 Stockholder will pay or reimburse if paid by the UnderwritersRepresentatives, 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 Stockholder 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, the Base Prospectus, the Prospectus Supplement, the Pricing Prospectus, the Prospectus, any Issuer Free Writing Prospectus, and any amendment or supplement to any of the foregoingRegistration Statement or Prospectus, (ii) the preparation and delivery of certificates representing the Shares, if applicable(iii) the printing of this Agreement, the Agreement Among Underwriters, any Selected Dealer Agreements, any Underwriters’ Questionnaires, the Stockholder’s Agreement, any Underwriters’ Powers of Attorney, and any invitation letters to prospective Underwriters, (iiiiv) furnishing (including costs of shipping and mailing) such copies of the Registration Statement, the Prospectus and any preliminary prospectus, the Base Prospectus, the Prospectus Supplement, the Prospectus, and any Issuer Free Writing 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, (ivv) the listing of the Shares on the NASDAQNNM, (vvi) any filing fees associated with filings required to be made in connection by the Underwriters with clearance of the offering of the Shares with FINRA (including NASD, and the fees, disbursements and other charges of counsel for the Underwriters in connection therewith), (vivii) the registration or qualification of the Shares for offer and sale under the state or foreign securities or Blue Sky laws of such jurisdictions designated pursuant to Section 5(f) and the preparation), printing and distribution of any Blue Sky memoranda or foreign jurisdiction offering wraps or memoranda (including the fees, disbursements and other charges of counsel for to the Underwriters in connection therewith), and the preparation and printing of preliminary, supplemental and final Blue Sky memoranda, (viiviii) fees, disbursements and other charges of counsel to the Company (but not those of counsel for the Underwriters, except as otherwise provided herein) and of the Accountants, (viiiix) the transfer agent for the Shares, (ix) “road show” presentations to prospective purchasers of the Shares (including any travel expenses of the Company’s officers, directors and employees in connection with attending or hosting meetings, but not including travel expenses for employees of any of the Underwriters, and (x) all other documented out-of-pocket costs and expenses of the Underwriters incident to the performance of their obligations hereunder not otherwise specifically provided for herein, including the fees, disbursements and other charges of counsel to the Underwriters (in addition to those set forth in clauses (v) and (vi));provided, however, that in no event under this clause (x) shall the Company be required to pay or reimburse if paid by the Underwriters any costs and expenses in excess of $75,000 in the aggregate. 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 Stockholder. The Selling Stockholder will pay (directly or by reimbursement) all fees and expenses incident to the performance of his obligations under this Agreement that are not otherwise specifically provided for herein, including but not limited to any fees and expenses of counsel for the such Selling Stockholder, any fees and expenses of the Custodian, and all expenses and taxes incident to the sale and delivery of the Option SharesShares to be sold by such Selling Stockholder to the Underwriters hereunder. (jk) The Company and the Selling Stockholder will not at any time, directly or indirectly, take any action designed or that which might reasonably be expected to cause or result in, or that which will constitute, stabilization or manipulation of the price of any security of the shares of Common Stock Company to facilitate the sale or resale of any of the Shares. (kl) 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 Pricing Prospectus and the Prospectus under “Use of Proceeds.” (lm) During the period beginning from the date hereof and continuing to and including the date that is 90 days after the date of the Prospectus, without the prior written consent of Xxxxxxx & Company, LLCInc., the Company will not (1) offer, sell, contract to sell, pledge, grant options, warrants or rights to purchase, 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, other than (A) the Firm Shares to be sold hereunder, (B) any options, restricted stock units and other awards granted under the Company’s stock incentive plans described in the Registration Statement, the Pricing Prospectus and the Prospectus, and (C) any shares of Common Stock issued upon the exercise of options or vesting and settlement of restricted stock units or other awards granted under such stock incentive plans. (mn) 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, LLC.Inc. (no) The Selling Stockholder will, and the Company will cause each of its executive officers and directors to to, enter into lock-up agreements with the Representatives to the effect that they will not, without the prior written consent of Xxxxxxx & Company, LLCInc., 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 V III hereto.

Agreements of the Company and the Selling Stockholder. Each of the The Company and the Selling Stockholder respectively covenants Stockholders ,severally and agrees not jointly, and Willxxx Xxxxx xx authorized representative of the Selling Stockholders, individually and on behalf of the Selling Stockholders (in the case of the Selling Stockholders and Spiex, xx to Sections 5(j), (k), (n) and (o) only ) agree with the several Underwriters as follows: (a) The Company will shall not, either prior to the Applicable Time 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 a dealer, file any amendment or supplement to the Registration Statement, the Base Prospectus 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) To The Company shall use its best efforts to cause the extent applicable Registration Statement to the offerbecome effective, sale or distribution of the Shares, the Company will and shall notify the Representatives and the Selling Stockholders promptly, and will shall confirm such advice in writing, (i) when any amendment to the Registration Statement has been filed or become effective and when any post-effective amendment thereto becomes effective or any amendment or supplement to the Prospectus has been filedeffective, (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 commencement by the Commission or by any state securities commission of any proceedings for the suspension of the qualification of any of the Shares for offering or sale in any jurisdiction or of the initiation, or the threatening, of any proceeding for that purpose, including, without limitation, the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or preventing or suspending the use of the Base Prospectus, any preliminary prospectus, the Prospectus Supplement, the Prospectus or any Issuer Free Writing Prospectus 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 third second sentence of Section 5(e) hereof 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, 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 Base Prospectus, the Prospectus Supplement prospectus or the Prospectus. If at any time the Commission shall issue any order suspending the effectiveness of the Registration Statement or preventing or suspending the use of the Base Prospectus, any preliminary prospectus, the Prospectus Supplement, the Prospectus or any Issuer Free Writing ProspectusStatement, the Company will shall make every reasonable effort to obtain the withdrawal of such order at the earliest possible moment. If the The Company has omitted any information from the Registration Statement pursuant shall use its best efforts to Rule 430B 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 430B 430A and to 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) To the extent applicable The Company shall furnish to the offer, sale or distribution of the Shares, the Company will furnish to each RepresentativeRepresentatives, without charge, a copy of each two signed copies of the Registration Statement and of any pre- or post-effective amendment thereto, including financial statements and schedules, and all exhibits thereto (including any document filed under the Exchange Act and will deemed to be incorporated by reference into the Prospectus) and shall 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 shall comply with all the provisions of any undertakings contained in the Registration Statement. (e) So long as delivery of a prospectus by an Underwriter or dealer may be required by On the Act (including in circumstances where such requirement may be satisfied pursuant Effective Date, and thereafter from time to Rule 172 of the Rules and Regulations)time, the Company will shall deliver to each of the UnderwritersUnderwriters and the Selling Stockholders, without charge, as many written and electronic copies of each preliminary prospectus, the Base Prospectus, the Prospectus Supplement, the Prospectus, each Issuer Free Writing Prospectus or any amendment or supplement thereto as the Representatives or the Selling Stockholders may reasonably request. The Company consents to the use of each preliminary prospectus, the Base Prospectus, the Prospectus Supplement, the Prospectus, each Issuer Free Writing Prospectus and 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 any event shall occur that which in the judgment of the Company or counsel to the Underwriters or the Selling Stockholders 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 shall forthwith prepare and duly file with the Commission an appropriate supplement or amendment thereto, and will shall deliver to each of the UnderwritersUnderwriters and the Selling Stockholders, without charge, such number of copies of such supplement or amendment to the Prospectus thereof as the Representatives may reasonably request. The Company will shall 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, Underwriters if such document would be deemed to be incorporated by reference into the Prospectus, that Prospectus which is not approved by the Representatives and the Selling Stockholders after reasonable notice thereof. If at any time following issuance of an Issuer Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicted or would conflict with the information contained in the Registration Statement, the Pricing Prospectus or the Prospectus or included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances prevailing at that subsequent time, not misleading, the Company will promptly notify Xxxxxxx & Company, LLC and, if requested by Xxxxxxx & Company, LLC, will promptly amend or supplement, at its own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement or omission. (f) Prior to any public offering of the SharesShares by the Underwriters, the Company will shall 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 state or foreign securities or Blue Sky laws of such jurisdictions as the Representatives may request; provided, however, 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 that which would subject it to general service of process in any jurisdiction where it is not now so subject or assume any ongoing reporting obligations to any governmental or other authority in any jurisdictionsubject. (g) The During the period of five years commencing on the Effective Date, the Company will, so long as required under the Rules and Regulations, shall 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 stockholders after capital stock, and will furnish to the end Representatives and each other Underwriter who may so request a copy of each fiscal year an annual or other report (including a balance sheet and statements of income, stockholders’ equity and cash flow of the Company and its consolidated Subsidiaries, if any, certified by independent public accountants) and, after the end of each of the first three quarters of each fiscal year (beginning it shall be required to file with the fiscal quarter ending after the effective date of the Registration Statement), consolidated summary financial information of the Company and its Subsidiaries, if any, for such quarter in reasonable detail, in each case within the time period required therefor under the Exchange Act and the Rules and RegulationsCommission. (h) The Company will shall make generally available to holders of its securities as soon as may be practicable, practicable but in no event later than the Availability last day of the fifteenth full calendar month following the calendar quarter in which the Effective Date (as defined below)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 that will satisfy Date, and satisfying the provisions of Section 11(a) of the Act (including Rule 158 of the Rules and Regulations). For the purpose of the preceding sentence, “Availability Date” means the 45th day after the end of the fourth fiscal quarter following the fiscal quarter that includes such Effective Date, except that if such fourth fiscal quarter is the last quarter of the Company’s fiscal year, “Availability Date” means the 90th day after the end of such fourth fiscal quarter. (i) Whether or not any of the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company andshall pay, unless otherwise paid by the Company, the Selling Stockholder will pay or reimburse if paid by the Underwriters, in such proportions as they may agree upon themselvesRepresentatives, all costs and expenses incident to the performance of the obligations of the Company and and, except as specified in paragraph (j) below, the Selling Stockholder under this Agreement (other than underwriting discounts and in connection with fees and fees and expenses of counsel and accountants of the transactions contemplated herebySelling Stockholders), 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 itthereto, each preliminary prospectus, the Base Prospectus, the Prospectus Supplement, the Pricing Prospectus, the Prospectus, any Issuer Free Writing Prospectus, and any amendment or supplement to any of the foregoingRegistration Statement or the Prospectus, (ii) the preparation and delivery of certificates representing the Shares, if applicableSecurities, (iii) the printing of this Agreement, the Agreement Among Underwriters, any Dealer Agreements, any Underwriters' Questionnaire and the Power of Attorney and the Custody Agreement, (iv) furnishing (including costs of shipping shipping, mailing and mailingcourier) such copies of the Registration Statement, the Prospectus and any preliminary prospectus, the Base Prospectus, the Prospectus Supplement, the Prospectus, and any Issuer Free Writing 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, (ivv) the listing of the Shares on the NASDAQNasdaq National Market System, (vvi) any filings required to be made in connection by the Underwriters with clearance of the offering of the Shares with FINRA (including NASD, and the fees, disbursements and other charges of counsel for the Underwriters in connection therewith), (vivii) the registration or qualification of the Shares for offer and sale under the state or foreign securities or Blue Sky laws of such jurisdictions designated pursuant to Section 5(f) and the preparation, printing and distribution of any Blue Sky memoranda or foreign jurisdiction offering wraps or memoranda (including the fees, disbursements and other charges of counsel for the Underwriters in connection therewith), (vii) fees, disbursements and other charges of counsel to the Company (but not those of counsel for the Underwriters, except as otherwise provided herein) and of the Accountants, (viii) the transfer agent for the Shares, (ix) “road show” presentations to prospective purchasers of the Shares (including any travel expenses of the Company’s officers, directors and employees in connection with attending or hosting meetings, but not including travel expenses for employees of any of the Underwriters, and (x) all other documented out-of-pocket costs and expenses of the Underwriters incident to the performance of their obligations hereunder not otherwise specifically provided for hereinhereof, 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, (in addition viii) counsel to those set forth in clauses the Company, (vix) the transfer agent for the Shares and (vi));provided, however, that in no event under this clause (x) shall the Company be required to pay or reimburse if paid by the Underwriters any costs and expenses in excess of $75,000 in the aggregateAccountants. The Underwriters may deem cost of original issue tax stamps, if any, in connection with 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 Stockholder. The Selling Stockholder will pay (directly or by reimbursement) all fees and expenses incident to the performance of his obligations under this Agreement that are not otherwise specifically provided for herein, including but not limited to any fees and expenses of counsel for the Selling Stockholder, and all expenses and taxes incident to the sale issuance and delivery of the Option Shares to the respective Underwriters shall be borne by the Company. The cost of tax stamps, if any, in connection with the sale of the Firm Shares by the Selling Stockholders shall be borne by the Selling Stockholders. The Company with respect to the Option Shares and the Selling Stockholders with respect to the Firm Shares shall pay and hold each Underwriter and any subsequent holder of the Shares harmless from, any and all liabilities with respect to or resulting from any failure or delay in paying Federal and state stamp and other transfer taxes, if any, which may be payable or determined to be payable in connection with the original issuance or sale to such Underwriter of the Shares. (j) (I)If this Agreement shall be terminated by the Company or the Selling Stockholders pursuant to any of the provisions hereof (other than pursuant to Section 9) or if for any reason the Company or the Selling Stockholders shall be unable to perform its or their obligations hereunder, the Company shall 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; provided, however, that any payments received by the Underwriters pursuant to clause (j) (II) below shall be deducted from any amounts due pursuant to this clause (j) (I); (II) whether or not any of the transactions contemplated by this Agreement are consummated or whether or not this Agreement is terminated, Selling Stockholders shall reimburse the Representatives 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 (other than fees and expenses paid by the Company pursuant to paragraphs 5(i)(vii) above); provided, however, that Selling Stockholders' obligations pursuant to this clause (j) (II) shall not exceed $150,000. The obligations of the Selling Stockholders under this paragraph (j) shall be joint and several. (k) Neither the Company will not nor the Selling Stockholders shall, at any time, directly or indirectly, take any action designed intended to cause or that result in, or which might reasonably be expected to cause or result in, or that which will constitute, stabilization or manipulation, under the Act or otherwise, of the price of the shares of Common Stock to facilitate the sale or resale of any of the Shares. (kl) The Company will shall 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 Pricing Prospectus and the Prospectus under “"Use of Proceeds".” (lm) During The Company shall not, and shall cause each of its executive officers, directors and each beneficial owner of more than 5% of the outstanding shares of Common Stock to enter into agreements with the Representatives in the form set forth in Exhibit D to the effect that they shall not, for a period beginning from the date hereof and continuing to and including the date that is 90 of 120 days after the date commencement of the Prospectuspublic offering of the Shares, without the prior written consent of Xxxxxxx & Companythe Representatives, LLC, the Company will not (1) offeroffer to sell, sell, contract to sell, grant any option to sell, pledge, grant options, warrants or any rights to purchasewith respect to, or otherwise dispose of any equity securities of of, or require the Company to file with the Commission a registration statement under the Act to register, any shares of Common Stock or any other securities convertible into or exchangeable for its Common Stock or other equity security or (2) enter into any swap warrants or other derivatives transaction that transfers rights 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, other than (A) the Firm Shares to be sold hereunder, (B) any options, restricted stock units and other awards granted under the Company’s stock incentive plans described in the Registration Statement, the Pricing Prospectus and the Prospectus, and (C) any acquire shares of Common Stock issued upon of which the exercise of options undersigned is now, or vesting and settlement of restricted stock units or other awards granted under such stock incentive plans. (m) During may in the period of 90 days after the date of the Prospectusfuture become, the Company will not file beneficial owner (within the meaning of Rule 13d-3 under the Exchange Act). Furthermore, such person has also agreed and consented to the entry of stop transfer instructions with the Commission or cause to become effective any registration statement relating to any securities Company's transfer agent against the transfer of the Company Stock held by such person except in compliance with this restriction. The Company has provided to counsel for the Representatives a complete and accurate list of all securityholders of the Company and the number and type of securities held by each securityholder. The Company has provided to counsel for the Representatives true, accurate and complete copies of all of the agreements pursuant to which its officers, directors and stockholders have agreed to such or similar restrictions (the "Lock-up Agreements") presently in effect or effected hereby. The Company hereby represents and warrants that it will not release any of its officers, directors or stockholders from any Lock-up Agreements currently existing or hereafter effected without the prior written consent of Xxxxxxx & Company, LLCthe Representatives. (n) The As soon as any Selling Stockholder is advised thereof, such Selling Stockholder shall advise the Representatives and the Company will cause each and confirm such advice in writing, (i) of its executive officers and directors receipt by such Selling Stockholder, or by any representative of such Selling Stockholder, of any communication from the Commission relating to enter into lock-up agreements the Registration Statement, the Prospectus or any preliminary prospectus, or any notice or order of the Commission relating to the Company or such Selling Stockholder in connection with the Representatives to transactions contemplated by this Agreement, and (ii) of the effect that they will not, without the prior written consent of Xxxxxxx & Company, LLC, sell, contract to sell or otherwise dispose happening of any shares event during the period from and after the Effective Date that in the reasonable judgment of Common Stock such Selling Stockholder makes any statement made in the Registration Statement or rights the Prospectus untrue or that requires the making of any changes in the Registration Statement or the Prospectus in order to acquire such shares according make the statements therein, in light of the circumstances in which they were made, not misleading. (o) Each Selling Stockholder shall deliver to Representatives prior to or on the terms set forth Effective Date a properly completed and executed United States Treasury Department Form W-8 or, as applicable, Form W-9 (or other applicable form or statement specified by Treasury Department regulations in Schedule V heretolieu thereof).

Agreements of the Company and the Selling Stockholder. Each of the The Company (as to Sections 6(a) - (j)) and the Selling Stockholder respectively (as to Sections 6(k) and (l)) covenants and agrees with each of the several Underwriters as follows: (a) The Company will not, either prior to the Applicable Time 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 a dealer, file any amendment or supplement to the Registration Statement, the Base Prospectus Statement or the Prospectus, unless a copy thereof shall first have been submitted to the Representatives Representative within a reasonable period of time prior to the filing thereof and the Representatives Representative shall not have objected thereto in good faith. (b) To If the extent applicable to the offer, sale or distribution of the SharesRegistration Statement is not yet effective, the Company will use its best efforts to cause the Registration Statement to become effective not later than the time indicated in Section 7(a) hereof. The Company will notify the Representatives Representative promptly, and will confirm such advice in writing, (i) when any amendment to the Registration Statement has been filed or become effective and when any post-effective amendment thereto becomes effective or any amendment or supplement to the Prospectus has been filedeffective, (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 preventing or suspending the use of the Base Prospectus, any preliminary prospectus, the Prospectus Supplement, the Prospectus or any Issuer Free Writing Prospectus 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 third second sentence of Section 5(e6(f) 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, 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 Base Prospectus, the Preliminary Prospectus Supplement or the Prospectus. If at any time the Commission shall issue any order suspending the effectiveness of the Registration Statement or preventing or suspending the use of the Base Prospectus, any preliminary prospectus, the Prospectus Supplement, the Prospectus or any Issuer Free Writing ProspectusStatement, the Company will make every reasonable effort to obtain the withdrawal of such order at the earliest possible moment. The Company will prepare the Prospectus in a form approved by the Representative and will file such Prospectus pursuant to Rule 424(b) under the Act not 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 Rule 430A(a)(3) under the Act. If the Company has omitted any information from the Registration Statement pursuant to Rule 430B 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 430B 430A and to notify the Representatives Representative 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) To the extent applicable If, at any time when a Prospectus relating to the offerShares is required to be delivered under the Act, sale any event occurs as a result of which the Prospectus, as then amended or distribution supplemented, would include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the Sharescircumstances under which they were made, not misleading, or the Registration Statement, as then amended or supplemented, would include any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein 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 Act or the Rules and Regulations, the Company will promptly notify the Representative thereof and, subject to Section 5(b) 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. (d) The Company will furnish to each the Representative, without charge, a copy of each two signed copies 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 RepresentativesRepresentative, without charge, for transmittal to each of the other Underwriters, a copy copies of the Registration Statement and any pre- or post-effective amendment thereto, including financial statements and schedules but without exhibits. (de) The Company will comply with all the provisions of any all undertakings contained in the Registration Statement. (ef) So long On the Effective Date, and thereafter from time to time for such period as delivery of a prospectus by an Underwriter or dealer may be the Prospectus is required by the Act (including in circumstances where such requirement may to be satisfied pursuant to Rule 172 of the Rules and Regulations)delivered, the Company will deliver to each of the Underwriters, without charge, as many written and electronic copies of each preliminary prospectus, the Base Prospectus, the Prospectus Supplement, the Prospectus, each Issuer Free Writing Prospectus or any amendment or supplement thereto as the Representatives Representative may reasonably request. The Company consents to the use of each preliminary prospectus, the Base Prospectus, the Prospectus Supplement, the Prospectus, each Issuer Free Writing Prospectus and 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 any event shall occur that which in the 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 in the Registration Statement in order to make any statement therein not misleading, or if it is necessary to supplement or amend the Prospectus or the Registration Statement 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 thereof as the Representatives Representative may reasonably request. The Company will not file . (g) Prior to 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. If at any time following issuance of an Issuer Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicted or would conflict with the information contained in the Registration Statement, the Pricing Prospectus or the Prospectus or included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances prevailing at that subsequent time, not misleading, the Company will promptly notify Xxxxxxx & Company, LLC and, if requested by Xxxxxxx & Company, LLC, will promptly amend or supplement, at its own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement or omission. (f) Prior to any public offering of the Shares, the Company will cooperate with the Representatives Representative and its counsel to the Underwriters in connection with the registration or qualification of the Shares for offer and sale under the state or foreign securities or Blue Sky laws of such jurisdictions as the Representatives Representative 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 that which would subject it to general service of process in any jurisdiction where it is not now so subject or assume any ongoing reporting obligations to any governmental or other authority in any jurisdiction. (g) The Company will, so long as required under the Rules and Regulations, furnish to its stockholders after the end of each fiscal year an annual report (including a balance sheet and statements of income, stockholders’ equity and cash flow of the Company and its consolidated Subsidiaries, if any, certified by independent public accountants) and, 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, if any, for such quarter in reasonable detail, in each case within the time period required therefor under the Exchange Act and the Rules and Regulationssubject. (h) During the period of five years commencing on the Effective Date, the Company will furnish to the Representative 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 Representative 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 make generally available to holders of its securities securities, as soon as may be practicable, but in no event later than the Availability last day of the fifteenth full calendar month following the calendar quarter in which the Effective Date (as defined below)falls, an earning a consolidated earnings statement (which need not be audited but shall be in reasonable detail) covering for a period of 12 months commencing after the Effective Date that will satisfy Date, and satisfying the provisions of Section 11(a) of the Act (including Rule 158 of the Rules and Regulations). For the purpose of the preceding sentence, “Availability Date” means the 45th day after the end of the fourth fiscal quarter following the fiscal quarter that includes such Effective Date, except that if such fourth fiscal quarter is the last quarter of the Company’s fiscal year, “Availability Date” means the 90th day after the end of such fourth fiscal quarter. (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 Stockholder will pay or reimburse if paid by the Underwriters, 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 Stockholder 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, the Base Prospectus, the Prospectus Supplement, the Pricing Prospectus, the Prospectus, any Issuer Free Writing Prospectus, and any amendment or supplement to any of the foregoing, (ii) the preparation and delivery of certificates representing the Shares, if applicable, (iii) furnishing (including costs of shipping and mailing) such copies of the Registration Statement, any preliminary prospectus, the Base Prospectus, the Prospectus Supplement, the Prospectus, and any Issuer Free Writing 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, (iv) the listing of the Shares on the NASDAQ, (v) any filings required to be made in connection with clearance of the offering of the Shares with FINRA (including the fees, disbursements and other charges of counsel for the Underwriters in connection therewith), (vi) the registration or qualification of the Shares for offer and sale under the state or foreign securities or Blue Sky laws of such jurisdictions designated pursuant to Section 5(f) and the preparation, printing and distribution of any Blue Sky memoranda or foreign jurisdiction offering wraps or memoranda (including the fees, disbursements and other charges of counsel for the Underwriters in connection therewith), (vii) fees, disbursements and other charges of counsel to the Company (but not those of counsel for the Underwriters, except as otherwise provided herein) and of the Accountants, (viii) the transfer agent for the Shares, (ix) “road show” presentations to prospective purchasers of the Shares (including any travel expenses of the Company’s officers, directors and employees in connection with attending or hosting meetings, but not including travel expenses for employees of any of the Underwriters, and (x) all other documented out-of-pocket costs and expenses of the Underwriters incident to the performance of their obligations hereunder not otherwise specifically provided for herein, including the fees, disbursements and other charges of counsel to the Underwriters (in addition to those set forth in clauses (v) and (vi));provided, however, that in no event under this clause (x) shall the Company be required to pay or reimburse if paid by the Underwriters any costs and expenses in excess of $75,000 in the aggregate. 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 Stockholder. The Selling Stockholder will pay (directly or by reimbursement) all fees and expenses incident to the performance of his obligations under this Agreement that are not otherwise specifically provided for herein, including but not limited to any fees and expenses of counsel for the Selling Stockholder, and all expenses and taxes incident to the sale and delivery of the Option Shares. (j) The Company will not at any time, directly or indirectly, take any action designed or that might reasonably be expected to cause or result in, or that will constitute, stabilization of the price of the shares of Common Stock to facilitate the sale or resale of any of the Shares. (k) 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 Pricing Prospectus and the Prospectus under “"Use of Proceeds.”" (k) Neither the Company nor the Selling Stockholder will at any time, directly or indirectly, take any action intended, or which might reasonably be expected, to cause or result 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. (l) During The Selling Stockholder will deliver to the period beginning from Representative prior to or on the date hereof Effective Date a properly completed and continuing to and including the date that is 90 days after the date of the Prospectus, without the prior written consent of Xxxxxxx & Company, LLC, the Company will not executed United States Treasury Department Form W-9 (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 applicable form or (2) enter into any swap or other derivatives transaction that transfers to another, statement specified by Treasury Department regulations 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, other than (A) the Firm Shares to be sold hereunder, (B) any options, restricted stock units and other awards granted under the Company’s stock incentive plans described in the Registration Statement, the Pricing Prospectus and the Prospectus, and (C) any shares of Common Stock issued upon the exercise of options or vesting and settlement of restricted stock units or other awards granted under such stock incentive planslieu thereof). (m) 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 relating to any securities of the Company without the prior written consent of Xxxxxxx & Company, LLC. (n) The Company will cause each of its executive 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, LLC, sell, contract to sell or otherwise dispose of any shares of Common Stock or rights to acquire such shares according to the terms set forth in Schedule V hereto.

Agreements of the Company and the Selling Stockholder. Each of the Company and the Selling Stockholder respectively covenants and agrees with the several Underwriters as follows: (a) The Company will not, either prior to the Applicable Time 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 a dealer, file any amendment or supplement to the Registration Statement, the Base Prospectus 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) To The Company will use its best efforts to cause the extent applicable Registration Statement to the offerbecome effective, sale or distribution of the Shares, the Company and will notify the Representatives promptly, and will confirm such advice in writing, (i) when any amendment to the Registration Statement has been filed or become effective and when any post-effective amendment thereto becomes effective or any amendment or supplement to the Prospectus has been filedeffective, (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 preventing or suspending the use of the Base Prospectus, any preliminary prospectus, the Prospectus Supplement, the Prospectus or any Issuer Free Writing Prospectus 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 third second sentence of Section 5(e4(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, 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 Base Prospectus, the Prospectus Supplement prospectus or the Prospectus. If at any time the Commission shall issue any order suspending the effectiveness of the Registration Statement or preventing or suspending the use of the Base Prospectus, any preliminary prospectus, the Prospectus Supplement, the Prospectus or any Issuer Free Writing ProspectusStatement, 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 430B 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 430B 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) To the extent applicable to the offer, sale or distribution of the Shares, the Company will furnish to each Representative, without charge, a 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) So long as delivery of a prospectus by an Underwriter or dealer may be required by the Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 of the Rules and Regulations), the Company will deliver to each of the Underwriters, without charge, as many written and electronic copies of each preliminary prospectus, the Base Prospectus, the Prospectus Supplement, the Prospectus, each Issuer Free Writing Prospectus or any amendment or supplement thereto as the Representatives may reasonably request. The Company consents to the use of each preliminary prospectus, the Base Prospectus, the Prospectus Supplement, the Prospectus, each Issuer Free Writing Prospectus and 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 that in the 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. If at any time following issuance of an Issuer Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicted or would conflict with the information contained in the Registration Statement, the Pricing Prospectus or the Prospectus or included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances prevailing at that subsequent time, not misleading, the Company will promptly notify Xxxxxxx & Company, LLC and, if requested by Xxxxxxx & Company, LLC, will promptly amend or supplement, at its own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement or omission. (f) Prior to any public offering of the Shares, 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 state or foreign 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 that would subject it to general service of process in any jurisdiction where it is not now so subject or assume any ongoing reporting obligations to any governmental or other authority in any jurisdiction. (g) The Company will, so long as required under the Rules and Regulations, furnish to its stockholders after the end of each fiscal year an annual report (including a balance sheet and statements of income, stockholders’ equity and cash flow of the Company and its consolidated Subsidiaries, if any, certified by independent public accountants) and, 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, if any, for such quarter in reasonable detail, in each case within the time period required therefor under the Exchange Act and the Rules and Regulations. (h) The Company will make generally available to holders of its securities as soon as may be practicable, but in no event later than the Availability Date (as defined below), 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 that will satisfy the provisions of Section 11(a) of the Act (including Rule 158 of the Rules and Regulations). For the purpose of the preceding sentence, “Availability Date” means the 45th day after the end of the fourth fiscal quarter following the fiscal quarter that includes such Effective Date, except that if such fourth fiscal quarter is the last quarter of the Company’s fiscal year, “Availability Date” means the 90th day after the end of such fourth fiscal quarter. (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 Stockholder will pay or reimburse if paid by the Underwriters, 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 Stockholder 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, the Base Prospectus, the Prospectus Supplement, the Pricing Prospectus, the Prospectus, any Issuer Free Writing Prospectus, and any amendment or supplement to any of the foregoing, (ii) the preparation and delivery of certificates representing the Shares, if applicable, (iii) furnishing (including costs of shipping and mailing) such copies of the Registration Statement, any preliminary prospectus, the Base Prospectus, the Prospectus Supplement, the Prospectus, and any Issuer Free Writing 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, (iv) the listing of the Shares on the NASDAQ, (v) any filings required to be made in connection with clearance of the offering of the Shares with FINRA (including the fees, disbursements and other charges of counsel for the Underwriters in connection therewith), (vi) the registration or qualification of the Shares for offer and sale under the state or foreign securities or Blue Sky laws of such jurisdictions designated pursuant to Section 5(f) and the preparation, printing and distribution of any Blue Sky memoranda or foreign jurisdiction offering wraps or memoranda (including the fees, disbursements and other charges of counsel for the Underwriters in connection therewith), (vii) fees, disbursements and other charges of counsel to the Company (but not those of counsel for the Underwriters, except as otherwise provided herein) and of the Accountants, (viii) the transfer agent for the Shares, (ix) “road show” presentations to prospective purchasers of the Shares (including any travel expenses of the Company’s officers, directors and employees in connection with attending or hosting meetings, but not including travel expenses for employees of any of the Underwriters, and (x) all other documented out-of-pocket costs and expenses of the Underwriters incident to the performance of their obligations hereunder not otherwise specifically provided for herein, including the fees, disbursements and other charges of counsel to the Underwriters (in addition to those set forth in clauses (v) and (vi));provided, however, that in no event under this clause (x) shall the Company be required to pay or reimburse if paid by the Underwriters any costs and expenses in excess of $75,000 in the aggregate. 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 Stockholder. The Selling Stockholder will pay (directly or by reimbursement) all fees and expenses incident to the performance of his obligations under this Agreement that are not otherwise specifically provided for herein, including but not limited to any fees and expenses of counsel for the Selling Stockholder, and all expenses and taxes incident to the sale and delivery of the Option Shares. (j) The Company will not at any time, directly or indirectly, take any action designed or that might reasonably be expected to cause or result in, or that will constitute, stabilization of the price of the shares of Common Stock to facilitate the sale or resale of any of the Shares. (k) 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 Pricing Prospectus and the Prospectus under “Use of Proceeds.” (l) During the period beginning from the date hereof and continuing to and including the date that is 90 days after the date of the Prospectus, without the prior written consent of Xxxxxxx & Company, LLC, 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 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, other than (A) the Firm Shares to be sold hereunder, (B) any options, restricted stock units and other awards granted under the Company’s stock incentive plans described in the Registration Statement, the Pricing Prospectus and the Prospectus, and (C) any shares of Common Stock issued upon the exercise of options or vesting and settlement of restricted stock units or other awards granted under such stock incentive plans. (m) 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 relating to any securities of the Company without the prior written consent of Xxxxxxx & Company, LLC. (n) The Company will cause each of its executive 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, LLC, sell, contract to sell or otherwise dispose of any shares of Common Stock or rights to acquire such shares according to the terms set forth in Schedule V hereto.

Agreements of the Company and the Selling Stockholder. Each of the The Company and the Selling Stockholder respectively covenants Stockholders ,severally and agrees not jointly, and Willxxx Xxxxx xx authorized representative of the Selling Stockholders, individually and on behalf of the Selling Stockholders (in the case of the Selling Stockholders and Spiex, xx to Sections 5(j), (k), (n) and (o) only ) agree with the several Underwriters as follows: (a) The Company will shall not, either prior to the Applicable Time 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 a dealer, file any amendment or supplement to the Registration Statement, the Base Prospectus State ment 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) To The Company shall use its best efforts to cause the extent applicable Registration Statement to the offerbecome effective, sale or distribution of the Shares, the Company will and shall notify the Representatives and the Selling Stockholders promptly, and will shall confirm such advice in writing, (i) when any amendment to the Registration Statement has been filed or become effective and when any post-effective amendment thereto becomes effective or any amendment or supplement to the Prospectus has been filedeffective, (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 commencement by the Commission or by any state securities commission of any proceedings for the suspension of the qualification of any of the Shares for offering or sale in any jurisdiction or of the initiation, or the threatening, of any proceeding for that purpose, including, without limitation, the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or preventing or suspending the use of the Base Prospectus, any preliminary prospectus, the Prospectus Supplement, the Prospectus or any Issuer Free Writing Prospectus 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 third second sentence of Section 5(e) hereof 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, 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 Base Prospectus, the Prospectus Supplement prospectus or the Prospectus. If at any time the Commission shall issue any order suspending the effectiveness of the Registration Statement or preventing or suspending the use of the Base Prospectus, any preliminary prospectus, the Prospectus Supplement, the Prospectus or any Issuer Free Writing ProspectusStatement, the Company will shall make every reasonable effort to obtain the withdrawal of such order at the earliest possible moment. If the The Company has omitted any information from the Registration Statement pursuant shall use its best efforts to Rule 430B 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 430B 430A and to 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) To the extent applicable The Company shall furnish to the offer, sale or distribution of the Shares, the Company will furnish to each RepresentativeRepresentatives, without charge, a copy of each two signed copies of the Registration Statement and of any pre- or post-effective amendment thereto, including financial statements and schedules, and all exhibits thereto (including any ument filed under the Exchange Act and will deemed to be incorporated by reference into the Prospectus) and shall 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 shall comply with all the provisions of any undertakings contained in the Registration Statement. (e) So long as delivery of a prospectus by an Underwriter or dealer may be required by On the Act (including in circumstances where such requirement may be satisfied pursuant Effective Date, and thereafter from time to Rule 172 of the Rules and Regulations)time, the Company will shall deliver to each of the UnderwritersUnderwriters and the Selling Stockholders, without charge, as many written and electronic copies of each preliminary prospectus, the Base Prospectus, the Prospectus Supplement, the Prospectus, each Issuer Free Writing Prospectus or any amendment or supplement thereto as the Representatives or the Selling Stockholders may reasonably request. The Company consents to the use of each preliminary prospectus, the Base Prospectus, the Prospectus Supplement, the Prospectus, each Issuer Free Writing Prospectus and 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 any event shall occur that which in the judgment of the Company or counsel to the Underwriters [or the Selling Stockholders] 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 shall forthwith prepare and duly file with the Commission an appropriate supplement or amendment thereto, and will shall deliver to each of the UnderwritersUnderwriters and the Selling Stockholders, without charge, such number of copies of such supplement or amendment to the Prospectus thereof as the Representatives may reasonably request. The Company will shall not file any document ument under the Exchange Act or the Exchange Act Rules and Regulations before the termination of the offering of the Shares by the Underwriters, Underwriters if such document ument would be deemed to be incorporated by reference into the Prospectus, that Prospectus which is not approved by the Representatives [and the Selling Stockholders] after reasonable notice thereof. If at any time following issuance of an Issuer Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicted or would conflict with the information contained in the Registration Statement, the Pricing Prospectus or the Prospectus or included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances prevailing at that subsequent time, not misleading, the Company will promptly notify Xxxxxxx & Company, LLC and, if requested by Xxxxxxx & Company, LLC, will promptly amend or supplement, at its own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement or omission. (f) Prior to any public offering of the SharesShares by the Underwriters, the Company will shall 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 state or foreign securities or Blue Sky laws of such jurisdictions as the Representatives may request; provided, however, 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 that which would subject it to general service of process in any jurisdiction where it is not now so subject or assume any ongoing reporting obligations to any governmental or other authority in any jurisdictionsubject. (g) The During the period of five years commencing on the Effective Date, the Company will, so long as required under the Rules and Regulations, shall 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 stockholders after capital stock, and will furnish to the end Representatives and each other Underwriter who may so request a copy of each fiscal year an annual or other report (including a balance sheet and statements of income, stockholders’ equity and cash flow of the Company and its consolidated Subsidiaries, if any, certified by independent public accountants) and, after the end of each of the first three quarters of each fiscal year (beginning it shall be required to file with the fiscal quarter ending after the effective date of the Registration Statement), consolidated summary financial information of the Company and its Subsidiaries, if any, for such quarter in reasonable detail, in each case within the time period required therefor under the Exchange Act and the Rules and RegulationsCommission. (h) The Company will shall make generally available to holders of its securities as soon as may be practicable, practicable but in no event later than the Availability last day of the fifteenth full calendar month following the calendar quarter in which the Effective Date (as defined below)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 that will satisfy Date, and satisfying the provisions of Section 11(a) of the Act (including Rule 158 of the Rules and Regulations). For the purpose of the preceding sentence, “Availability Date” means the 45th day after the end of the fourth fiscal quarter following the fiscal quarter that includes such Effective Date, except that if such fourth fiscal quarter is the last quarter of the Company’s fiscal year, “Availability Date” means the 90th day after the end of such fourth fiscal quarter. (i) Whether or not any of the transactions ' contemplated by this Agreement are consummated or this Agreement is terminated, the Company andshall pay, unless otherwise paid by the Company, the Selling Stockholder will pay or reimburse if paid by the Underwriters, in such proportions as they may agree upon themselvesRepresentatives, all costs and expenses incident to the performance of the obligations of the Company and and, except as specified in paragraph (j) below, the Selling Stockholder under this Agreement (other than underwriting discounts and in connection with fees and fees and expenses of counsel and accountants of the transactions contemplated herebySelling Stockholders), including but not limited to costs and expenses of or relating relat ing to (i) the preparation, printing and filing of the Registration Statement and exhibits to itthereto, each preliminary prospectus, the Base Prospectus, the Prospectus Supplement, the Pricing Prospectus, the Prospectus, any Issuer Free Writing Prospectus, and any amendment or supplement to any of the foregoingRegistration Statement or the Prospectus, (ii) the preparation and delivery of certificates representing the Shares, if applicableSecurities, (iii) the printing of this Agreement, the Agreement Among Underwriters, any Dealer Agreements, any Underwriters' Questionnaire and the Power of Attorney and the Custody Agreement, (iv) furnishing (including costs of shipping shipping, mailing and mailingcourier) such copies of the Registration Statement, the Prospectus and any preliminary prospectus, the Base Prospectus, the Prospectus Supplement, the Prospectus, and any Issuer Free Writing 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, (ivv) the listing of the Shares on the NASDAQNasdaq National Market System, (vvi) any filings required to be made in connection by the Underwriters with clearance of the offering of the Shares with FINRA (including NASD, and the fees, disbursements and other charges of counsel for the Underwriters in connection therewith), (vivii) the registration or qualification of the Shares for offer and sale under the state or foreign securities or Blue Sky laws of such jurisdictions designated pursuant to Section 5(f) and the preparation, printing and distribution of any Blue Sky memoranda or foreign jurisdiction offering wraps or memoranda (including the fees, disbursements and other charges of counsel for the Underwriters in connection therewith), (vii) fees, disbursements and other charges of counsel to the Company (but not those of counsel for the Underwriters, except as otherwise provided herein) and of the Accountants, (viii) the transfer agent for the Shares, (ix) “road show” presentations to prospective purchasers of the Shares (including any travel expenses of the Company’s officers, directors and employees in connection with attending or hosting meetings, but not including travel expenses for employees of any of the Underwriters, and (x) all other documented out-of-pocket costs and expenses of the Underwriters incident to the performance of their obligations hereunder not otherwise specifically provided for hereinhereof, 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, (in addition viii) counsel to those set forth in clauses the Company, (vix) the transfer agent for the Shares and (vi));provided, however, that in no event under this clause (x) shall the Company be required to pay or reimburse if paid by the Underwriters any costs and expenses in excess of $75,000 in the aggregateAccoun tants. The Underwriters may deem cost of original issue tax stamps, if any, in connection with 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 Stockholder. The Selling Stockholder will pay (directly or by reimbursement) all fees and expenses incident to the performance of his obligations under this Agreement that are not otherwise specifically provided for herein, including but not limited to any fees and expenses of counsel for the Selling Stockholder, and all expenses and taxes incident to the sale issuance and delivery of the Option Shares to the respective Underwriters shall be borne by the Company. The cost of tax stamps, if any, in connection with the sale of the Firm Shares by the Selling Stockholders shall be borne by the Selling Stockholders. The Company with respect to the Option Shares and the Selling Stockholders with respect to the Firm Shares shall pay and hold each Underwriter and any subse quenx xxxxxx xx the Shares harmless from, any and all liabilities with respect to or resulting from any failure or delay in paying Federal and state stamp and other transfer taxes, if any, which may be payable or determined to be payable in connection with the original issuance or sale to such Under writer of the Shares. (I) If this Agreement shall be terminated by the Company pursuant to any of the provisions hereof (other than pursuant to Section 9) or if for any reason the Company shall be unable to perform its obligations hereunder, the Company shall 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; provided, however, that any payments received by the Underwriters pursuant to clause (j) (III) below shall be deducted from any amounts due pursuant to this clause (j) (I); (II) if this Agreement shall be terminated by the Selling Stockholders pursuant to any of the provisions hereof (other than pursuant to Section 9) or if for any reason the Selling Stockholders shall be unable to perform their obligations hereunder, the Selling Stockholders shall reimburse the several Underwriters for all out-of-pocket expenses (including the fees, disbursements and other charges of counsel to the Underwriters) reasonably incurred in connection herewith; provided, however, that any payments received by the Underwriters pursuant to clause (j) (III) below shall be deducted from any amount due pursuant to this clause (j) (II); (III) whether or not any of the transactions contemplated by this Agreement are consummated or whether or not this Agreement is terminated, Selling Stockholders shall reimburse the Representatives 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 (other than fees and expenses paid by the Company pursuant to paragraphs 5(i)(vii) above); provided, however, that Selling Stockholders' obligations pursuant to this clause (j) (III) shall not exceed $150,000. The obligations of the Selling Stockholders under this paragraph (j) shall be joint and several. (k) Neither the Company will not nor the Selling Stockholders shall, at any time, directly or indirectly, take any action designed intended to cause or that result in, or which might reasonably be expected to cause or result in, or that which will constitute, stabilization or manipulation, under the Act or otherwise, of the price of the shares of Common Stock to facilitate the sale or resale of any of the Shares. (kl) The Company will shall 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 Pricing Prospectus and the Prospectus under “"Use of Proceeds".” (lm) During The Company shall not, and shall cause each of its executive officers, directors and each beneficial owner of more than 5% of the outstanding shares of Common Stock to enter into agreements with the Representatives in the form set forth in Exhibit D to the effect that they shall not, for a period beginning from the date hereof and continuing to and including the date that is 90 of 120 days after the date commencement of the Prospectuspublic offering of the Shares, without the prior written consent of Xxxxxxx & Companythe Representatives, LLC, the Company will not (1) offeroffer to sell, sell, contract to sell, grant any option to sell, pledge, grant options, warrants or any rights to purchasewith respect to, or otherwise dispose of any equity securities of of, or require the Company to file with the Commission a registration statement under the Act to register, any shares of Common Stock or any other securities convertible into or exchangeable for its Common Stock or other equity security or (2) enter into any swap warrants or other derivatives transaction that transfers rights 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, other than (A) the Firm Shares to be sold hereunder, (B) any options, restricted stock units and other awards granted under the Company’s stock incentive plans described in the Registration Statement, the Pricing Prospectus and the Prospectus, and (C) any acquire shares of Common Stock issued upon of which the exercise of options undersigned is now, or vesting and settlement of restricted stock units or other awards granted under such stock incentive plans. (m) During may in the period of 90 days after the date of the Prospectusfuture become, the Company will not file beneficial owner (within the meaning of Rule 13d-3 under the Exchange Act). Furthermore, such person has also agreed and consented to the entry of stop transfer instructions with the Commission or cause to become effective any registration statement relating to any securities Company's transfer agent against the transfer of the Company Stock held by such person except in compliance with this restriction. The Company has provided to counsel for the Representatives a complete and accurate list of all securityholders of the Company and the number and type of securities held by each securityholder. The Company has provided to counsel for the Representatives true, accurate and complete copies of all of the agreements pursuant to which its officers, directors and stockholders have agreed to such or similar restrictions (the "Lock-up Agreements") presently in effect or effected hereby. The Company hereby represents and warrants that it will not release any of its officers, directors or stockholders from any Lock-up Agreements currently existing or hereafter effected without the prior written consent of Xxxxxxx & Company, LLCthe Representatives. (n) The As soon as any Selling Stockholder is advised thereof, such Selling Stockholder shall advise the Representatives and the Company will cause each and confirm such advice in writing, (i) of its executive officers and directors receipt by such Selling Stockholder, or by any representative of such Selling Stockholder, of any communication from the Commission relating to enter into lock-up agreements the Registration Statement, the Prospectus or any preliminary prospectus, or any notice or order of the Commission relating to the Company or such Selling Stockholder in connection with the Representatives to transactions contemplated by this Agreement, and (ii) of the effect that they will not, without the prior written consent of Xxxxxxx & Company, LLC, sell, contract to sell or otherwise dispose happening of any shares event during the period from and after the Effective Date that in the reasonable judgment of Common Stock such Selling Stockholder makes any statement made in the Registration Statement or rights the Prospectus untrue or that requires the making of any changes in the Registration Statement or the Prospectus in order to acquire such shares according make the statements therein, in light of the circumstances in which they were made, not misleading. (o) Each Selling Stockholder shall deliver to Representatives prior to or on the terms set forth Effective Date a properly completed and executed United States Treasury Department Form W-9 (or other applicable form or statement specified by Treasury Department regulations in Schedule V heretolieu thereof).

Agreements of the Company and the Selling Stockholder. Each of the Company and the Selling Stockholder respectively severally covenants and agrees with the several Underwriters as follows: (a) The Company will not, either prior to the Applicable Time 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 a dealer, file any amendment or supplement to the Registration Statement, the Base Prospectus 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) To The Company will use its best efforts to cause the extent applicable Registration Statement to the offerbecome effective, sale or distribution of the Shares, the Company and will notify the Representatives promptly, and will confirm such advice in writing, (i) when any amendment to the Registration Statement has been filed or become effective and when any post-effective amendment thereto becomes effective or any amendment or supplement to the Prospectus has been filedeffective, (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 preventing or suspending the use of the Base Prospectus, any preliminary prospectus, the Prospectus Supplement, the Prospectus or any Issuer Free Writing Prospectus 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 third second sentence of Section 5(e4(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, 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 Base Prospectus, the Prospectus Supplement prospectus or the Prospectus. If at any time the Commission shall issue any order suspending the effectiveness of the Registration Statement or preventing or suspending the use of the Base Prospectus, any preliminary prospectus, the Prospectus Supplement, the Prospectus or any Issuer Free Writing ProspectusStatement, 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 430B 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 430B 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.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) To the extent applicable to the offer, sale or distribution of the Shares, the The Company will furnish to each Representative, without charge, a 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. The Company will supply the Representatives with copies of all correspondence to and from, and all documents issued to and by, the Commission in connection with the registration of the Shares under the Securities Act. (d) The Company will comply with all the provisions of any undertakings contained in the Registration Statement. (e) So long as delivery of a prospectus by an Underwriter or dealer may be required by On the Act (including in circumstances where such requirement may be satisfied pursuant Effective Date, and thereafter from time to Rule 172 of the Rules and Regulations)time, the Company will deliver to each of the Underwriters, without charge, as many written and electronic copies of each preliminary prospectus, the Base Prospectus, the Prospectus Supplement, the Prospectus, each Issuer Free Writing Prospectus or any amendment or supplement thereto as the Representatives may reasonably request. The Company consents to the use of each preliminary prospectus, the Base Prospectus, the Prospectus Supplement, the Prospectus, each Issuer Free Writing Prospectus and 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 any event shall occur that which in the 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. If at any time following issuance of an Issuer Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicted or would conflict with the information contained in the Registration Statement, the Pricing Prospectus or the Prospectus or included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances prevailing at that subsequent time, not misleading, the Company will promptly notify Xxxxxxx & Company, LLC and, if requested by Xxxxxxx & Company, LLC, will promptly amend or supplement, at its own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement or omission. (f) Prior to any public offering of the Shares, 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 state or foreign 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 that which would subject it to general service of process in any jurisdiction where it is not now so subject or assume any ongoing reporting obligations to any governmental or other authority in any jurisdictionsubject. (g) The Company will, so long as required under the Rules and Regulations, furnish to its stockholders as soon as applicable after the end of each fiscal year an annual report (including a balance sheet and statements of income, stockholders’ equity and cash flow of the Company and its consolidated Subsidiaries, if any, certified by independent public accountants) and, as soon as applicable 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, if any, for such quarter in reasonable detail, in each case within the time period required therefor under the Exchange Act and the Rules and Regulations. (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 make generally available to holders of its securities as soon as may be practicable, practicable but in no event later than the Availability Date (as defined below), ) 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 that which will satisfy the provisions of Section 11(a) of the Act (including Rule 158 of the Rules and Regulations). For the purpose of the preceding sentence, “Availability Date” means the 45th day after the end of the fourth fiscal quarter following the fiscal quarter that includes such Effective Date, except that if such fourth fiscal quarter is the last quarter of the Company’s fiscal year, “Availability Date” means the 90th day after the end of such fourth fiscal quarter. (ij) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company andwill pay, unless otherwise paid by the Company, the Selling Stockholder will pay or reimburse if paid by the Underwriters, in such proportions as they may agree upon themselvesRepresentatives, all costs and expenses incident to the performance of the obligations of the Company and the Selling Stockholder 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 costs incident to the authorization, issuance, sale, preparation and delivery of the Shares and any taxes payable in that connection, (ii) the costs incident to the registration of the Shares, (iii) the preparation, printing and filing of the Registration Statement and exhibits to it, each preliminary prospectus, the Base Prospectus, the Prospectus Supplement, the Pricing Prospectus, the Prospectus, any Issuer Free Writing Prospectus, and any amendment or supplement to any of the foregoingRegistration Statement or Prospectus, (iiiv) the preparation and delivery of certificates representing the Shares, if applicable(v) the printing of this Agreement, the Agreement Among Underwriters, any Selected Dealer Agreements, any Underwriters’ Questionnaires, any Underwriters’ Powers of Attorney, and any invitation letters to prospective Underwriters, (iiivi) furnishing (including costs of shipping and mailing) such copies of the Registration Statement, the Prospectus and any preliminary prospectus, the Base Prospectus, the Prospectus Supplement, the Prospectus, and any Issuer Free Writing 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, (ivvii) the listing of the Shares on the NASDAQThe Nasdaq National Market, (vviii) any filings required to be made in connection by the Underwriters with clearance of the offering of the Shares with FINRA (including NASD, and the fees, disbursements and other charges of counsel for the Underwriters (not to exceed $25,000) in connection therewith), (viix) the registration or qualification of the Shares for offer and sale under the state or foreign securities or Blue Sky laws of such jurisdictions designated pursuant to Section 5(f) and the preparation4(f), printing and distribution of any Blue Sky memoranda or foreign jurisdiction offering wraps or memoranda (including the fees, disbursements and other charges of counsel for to the Underwriters (not to exceed $10,000) in connection therewith), and the preparation and printing of preliminary, supplemental and final Blue Sky memoranda, (viix) fees, disbursements and other charges of counsel to the Company (but not those of counsel for the Underwriters, except as otherwise provided herein) and of the Accountants), (viiixi) the transfer agent for the Shares, (ixxii) “road show” presentations to prospective purchasers of the Shares (including any travel expenses of the Company’s officers, directors and employees in connection with attending or hosting meetings, but not including travel expenses for employees of any of the Underwriters, and (x) all other documented out-of-pocket costs and expenses of the Underwriters incident to the performance of their obligations hereunder not otherwise specifically provided for herein, including the fees, disbursements and other charges reasonable legal fees of counsel to the Underwriters in connection with an analysis of the Company’s standard purchase orders under the U.C.C (in addition not to those set forth in clauses (v) exceed $10,000), and (vi));provided, however, that in no event under this clause (xxiii) shall the Company be required to pay or reimburse if paid by the Underwriters any costs and expenses in excess of $75,000 in the aggregate. 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 of the Selling StockholderStockholder under this Agreement except for those identified in the following paragraph below. The Selling Stockholder will pay (directly or by reimbursement) all fees and expenses incident to the performance of his obligations under this Agreement that are not otherwise specifically provided for herein, including but not limited to (i) any fees and expenses of counsel for the Selling Stockholder, Stockholder and (ii) all expenses and taxes incident to the sale and delivery of the Option SharesShares to be sold by the Selling Stockholder to the Underwriters hereunder. (jk) The Company and the Selling Stockholder will not at any time, directly or indirectly, take any action designed or that which might reasonably be expected to cause or result in, or that which will constitute, stabilization of the price of the shares of Common Stock to facilitate the sale or resale of any of the Shares. (kl) 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 Pricing Prospectus and the Prospectus under “Use of Proceeds.” (lm) During the period beginning from the date hereof and continuing to and including the date that is 90 120 days after the date of the Prospectus, without the prior written consent of Xxxxxxx & Company, LLCInc., the Company will not not, directly or indirectly, (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 the issuance of Common Stock upon exercise of stock options outstanding as of the date of this Agreement and the grant of stock options pursuant to the Company’s stock option plans in the ordinary course of business and not to exceed the shares available for issuance or grant under such plans as set forth 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. Notwithstanding the foregoing: subject to the prior written consent of Xxxxxxx & Company, other than (A) Inc, which consent Xxxxxxx & Company, Inc. agrees not to unreasonably withhold, the Firm Shares Company may issue up to be sold hereunder1,800,000 shares of its Common Stock, (B) any options, restricted stock units and other awards granted under the Company’s stock incentive plans described in the Registration Statementaggregate, the Pricing Prospectus and the Prospectusin connection with bona fide mergers, and (C) any shares acquisitions or strategic alliances approved by its Board of Common Stock issued upon the exercise of options or vesting and settlement of restricted stock units or other awards granted under such stock incentive plansDirectors. (mn) During the period of 90 120 days after the date of the Prospectus, the Company will not, without the prior written consent of Xxxxxxx & Company, Inc., grant options to purchase shares of Common Stock at a price less than the fair market value of the Company’s Common Stock on the date of grant. During the period of 120 days after the date of the Prospectus, the Company will not file with the Commission or cause to become effective any registration statement relating to any securities of the Company (other than a registration statement on Form S-8 filed to register securities issued or to be issued under the Company’s stock option plans as described in the Prospectus or any re-sale registration statement required to be filed for the 307,500 shares held by the Selling Stockholder that are not sold pursuant to this Agreement) without the prior written consent of Xxxxxxx & Company, LLC.Inc. (no) The Company will cause each of its executive officers officers, directors and directors to certain stockholders designated by the Representatives to, enter into lock-up agreements with the Representatives to the effect that they will not, without the prior written consent of Xxxxxxx & Company, LLCInc., sell, contract to sell or otherwise dispose of any shares of Common Stock or rights to acquire such shares according to the terms set forth in Schedule V Exhibit A hereto. (p) Prior to each of the Closing Dates the Company will furnish to the Representatives, as soon as they have been prepared, copies of any unaudited interim consolidated financial statements of the Company for any periods subsequent to the periods covered by the financial statements appearing in the Registration Statement and the Prospectus. (q) Prior to each of the Closing Dates, the Company will not issue any press release or other communication directly or indirectly or hold any press conference with respect to the Company, its condition, financial or otherwise, or earnings, business affairs or business prospects (except for routine oral marketing communications in the ordinary course of business and consistent with the past practices of the Company and of which the Representatives are notified), without the prior written consent of the Representatives, unless in the judgment of the Company and its counsel, and after notification to the Representatives, such press release or communication is required by law. (r) In connection with the offering of the Shares, until the Representatives shall have notified the Company of the completion of the resale of the Shares, the Company will not, and will cause its affiliated purchasers (as defined in Regulation M under the Exchange Act) not to, either alone or with one or more other persons, bid for or purchase, for any account in which it or any of its affiliated purchasers has a beneficial interest, any Shares, or attempt to induce any person to purchase any Shares; and not to, and to cause its affiliated purchasers not to, make bids or purchase for the purpose of creating actual, or apparent, active trading in or of raising the price of the Shares.

Agreements of the Company and the Selling Stockholder. Each of the Company and the Selling Stockholder respectively covenants and agrees with the several Underwriters as follows: (a) The Company will not, either prior to the Applicable Time 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 a dealer, file any amendment or supplement to the Registration Statement, the Base Prospectus 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) To The Company will use its best efforts to cause the extent applicable Registration Statement to the offerbecome effective, sale or distribution of the Shares, the Company and will notify the Representatives promptly, and will confirm such advice in writing, (i) when any amendment to the Registration Statement has been filed or become effective and when any post-effective amendment thereto becomes effective or any amendment or supplement to the Prospectus has been filedeffective, (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 preventing or suspending the use of the Base Prospectus, any preliminary prospectus, the Prospectus Supplement, the Prospectus or any Issuer Free Writing Prospectus 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 third 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, 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 Base Prospectus, the Prospectus Supplement prospectus or the Prospectus. If at any time the Commission shall issue any order suspending the effectiveness of the Registration Statement or preventing or suspending the use of the Base Prospectus, any preliminary prospectus, the Prospectus Supplement, the Prospectus or any Issuer Free Writing Prospectus, 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 430B 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 430B 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) To the extent applicable to the offer, sale or distribution of the Shares, the Company will furnish to each Representative, without charge, a 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) So long as delivery of a prospectus by an Underwriter or dealer may be required by the Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 of the Rules and Regulations), the Company will deliver to each of the Underwriters, without charge, as many written and electronic copies of each preliminary prospectus, the Base Prospectus, the Prospectus Supplement, the Prospectus, each Issuer Free Writing Prospectus or any amendment or supplement thereto as the Representatives may reasonably request. The Company consents to the use of each preliminary prospectus, the Base Prospectus, the Prospectus Supplement, the Prospectus, each Issuer Free Writing Prospectus and 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 that in the 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. If at any time following issuance of an Issuer Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicted or would conflict with the information contained in the Registration Statement, the Pricing Prospectus or the Prospectus or included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances prevailing at that subsequent time, not misleading, the Company will promptly notify Xxxxxxx & Company, LLC and, if requested by Xxxxxxx & Company, LLC, will promptly amend or supplement, at its own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement or omission. (f) Prior to any public offering of the Shares, 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 state or foreign 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 that would subject it to general service of process in any jurisdiction where it is not now so subject or assume any ongoing reporting obligations to any governmental or other authority in any jurisdiction. (g) The Company will, so long as required under the Rules and Regulations, furnish to its stockholders after the end of each fiscal year an annual report (including a balance sheet and statements of income, stockholders’ equity and cash flow of the Company and its consolidated Subsidiaries, if any, certified by independent public accountants) and, 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, if any, for such quarter in reasonable detail, in each case within the time period required therefor under the Exchange Act and the Rules and Regulations. (h) The Company will make generally available to holders of its securities as soon as may be practicable, but in no event later than the Availability Date (as defined below), 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 that will satisfy the provisions of Section 11(a) of the Act (including Rule 158 of the Rules and Regulations). For the purpose of the preceding sentence, “Availability Date” means the 45th day after the end of the fourth fiscal quarter following the fiscal quarter that includes such Effective Date, except that if such fourth fiscal quarter is the last quarter of the Company’s fiscal year, “Availability Date” means the 90th day after the end of such fourth fiscal quarter. (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 Stockholder will pay or reimburse if paid by the Underwriters, 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 Stockholder 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, the Base Prospectus, the Prospectus Supplement, the Pricing Prospectus, the Prospectus, any Issuer Free Writing Prospectus, and any amendment or supplement to any of the foregoing, (ii) the preparation and delivery of certificates representing the Shares, if applicable, (iii) furnishing (including costs of shipping and mailing) such copies of the Registration Statement, any preliminary prospectus, the Base Prospectus, the Prospectus Supplement, the Prospectus, and any Issuer Free Writing 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, (iv) the listing of the Shares on the NASDAQ, (v) any filings required to be made in connection with clearance of the offering of the Shares with FINRA (including the fees, disbursements and other charges of counsel for the Underwriters in connection therewith), (vi) the registration or qualification of the Shares for offer and sale under the state or foreign securities or Blue Sky laws of such jurisdictions designated pursuant to Section 5(f) and the preparation, printing and distribution of any Blue Sky memoranda or foreign jurisdiction offering wraps or memoranda (including the fees, disbursements and other charges of counsel for the Underwriters in connection therewith), (vii) fees, disbursements and other charges of counsel to the Company (but not those of counsel for the Underwriters, except as otherwise provided herein) and of the Accountants, (viii) the transfer agent for the Shares, (ix) “road show” presentations to prospective purchasers of the Shares (including any travel expenses of the Company’s officers, directors and employees in connection with attending or hosting meetings, but not including travel expenses for employees of any of the Underwriters, and (x) all other documented out-of-pocket costs and expenses of the Underwriters incident to the performance of their obligations hereunder not otherwise specifically provided for herein, including the fees, disbursements and other charges of counsel to the Underwriters (in addition to those set forth in clauses (v) and (vi));provided, however, that in no event under this clause (x) shall the Company be required to pay or reimburse if paid by the Underwriters any costs and expenses in excess of $75,000 in the aggregate. 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 Stockholder. The Selling Stockholder will pay (directly or by reimbursement) all fees and expenses incident to the performance of his obligations under this Agreement that are not otherwise specifically provided for herein, including but not limited to any fees and expenses of counsel for the Selling Stockholder, and all expenses and taxes incident to the sale and delivery of the Option Shares. (j) The Company will not at any time, directly or indirectly, take any action designed or that might reasonably be expected to cause or result in, or that will constitute, stabilization of the price of the shares of Common Stock to facilitate the sale or resale of any of the Shares. (k) 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 Pricing Prospectus and the Prospectus under “Use of Proceeds.” (l) During the period beginning from the date hereof and continuing to and including the date that is 90 days after the date of the Prospectus, without the prior written consent of Xxxxxxx & Company, LLC, 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 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, other than (A) the Firm Shares to be sold hereunder, (B) any options, restricted stock units and other awards granted under the Company’s stock incentive plans described in the Registration Statement, the Pricing Prospectus and the Prospectus, and (C) any shares of Common Stock issued upon the exercise of options or vesting and settlement of restricted stock units or other awards granted under such stock incentive plans. (m) 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 relating to any securities of the Company without the prior written consent of Xxxxxxx & Company, LLC. (n) The Company will cause each of its executive 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, LLC, sell, contract to sell or otherwise dispose of any shares of Common Stock or rights to acquire such shares according to the terms set forth in Schedule V hereto.issue