Common use of Agreements of the Company Clause in Contracts

Agreements of the Company. The Company covenants and agrees with each of the several Underwriters as follows: (a) The Company will not, either prior to the Effective Date or thereafter during such period as the Prospectus is required by law to be delivered in connection with sales of the Shares by an Underwriter or dealer, file any amendment or supplement to the Registration Statement or the Prospectus, unless a copy thereof shall first have been submitted to the Representative within a reasonable period of time prior to the filing thereof and the Representative shall not have objected thereto in good faith. (b) If the Registration 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 6(a) hereof. The Company will notify the Representative promptly, and will confirm such advice in writing, (i) when the Registration Statement has become effective and when any post-effective amendment thereto becomes effective; (ii) of any request by the Commission for amendments or supplements to the Registration Statement or the Prospectus or for additional information; (iii) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for that purpose or the threat thereof; (iv) of the happening of any event during the period mentioned in the first sentence of Section 4(g) that in the judgment of the Company makes any statement of a material fact made in the Registration Statement or the Prospectus untrue or that requires the making of any changes in the Registration Statement or the Prospectus in order to make the statements therein, in light of the circumstances 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, or the Prospectus. If at any time the Commission shall issue any order suspending the effectiveness of the Registration Statement, the Company will make every reasonable effort to obtain the withdrawal of such order at the earliest possible moment. 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 430A, the Company will use its best efforts to comply with the provisions of and make all requisite filings with the Commission pursuant to said Rule 430A and to notify the Representative promptly of all such filings. (c) If the Company elects to rely upon Rule 462(b) of the Rules and Regulations, the Company shall file the Rule 462(b) Registration Statement with the Commission in compliance with Rule 462(b) of the Rules and Regulations 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 the Rule 462(b) Registration Statement or give irrevocable instructions for the payment of such fee pursuant to Rule 111(b) of the Rules and Regulations. (d) If, at any time when a Prospectus relating to the Shares is required to be delivered under the Act, any event occurs as a result of which, in the judgment of the Company or in the opinion of counsel for the Underwriters, the Registration Statement or the Prospectus, as then amended or 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 circumstances under which they were made, not misleading, or if for any other reason it is necessary at any time to amend or supplement the Registration Statement or the Prospectus to comply with the Act or the Rules and Regulations, the Company will promptly notify the Representative thereof and, subject to Section 4(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. (e) The Company will furnish to the Representative, without charge, two (2) signed copies of the Registration Statement and of any post-effective amendment thereto, including financial statements and schedules, and all exhibits thereto and will furnish to the Representative, without charge, for transmittal to each of the other Underwriters, copies of the Registration Statement and any post-effective amendment thereto, including financial statements and schedules but without exhibits. (f) The Company will comply with all the provisions of all undertakings contained in the Registration Statement. (g) On the Effective Date, and thereafter from time to time for such period as the Prospectus is required by the Act to be delivered, the Company will deliver to each of the Underwriters, without charge, as many copies of the Prospectus or any amendment or supplement thereto as the Representative may reasonably request. The Company consents to the use of the Prospectus or any amendment or supplement thereto by the several Underwriters and by all dealers to whom the Shares may be sold, both in connection with the offering or sale of the Shares and for any period of time thereafter during which the Prospectus is required by law to be delivered in connection therewith. If during such period of time any event shall occur which in the judgment of the Company or counsel to the Underwriters should be set forth in the Registration Statement or 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 Registration Statement or the Prospectus to comply with law, the Company will forthwith prepare and duly file with the Commission an appropriate supplement or amendment thereto, and deliver to each of the Underwriters, without charge, such number of copies thereof as the Representative may reasonably request. (h) Prior to any public offering of the Shares by the Underwriters, the Company will cooperate with the Representative and its counsel in connection with the registration or qualification of the Shares for offer and sale under the securities or blue sky laws of such jurisdictions as the Representative may reasonably 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 which would subject it to general service of process in any jurisdiction where it is not now so subject. (i) During the period of five (5) 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. (j) The Company will make generally available to holders of its securities, as soon as may be practicable, but in no event later than the last day of the fifteenth (15th) full calendar month following the calendar quarter in which the Effective Date falls, a consolidated earnings statement (which need not be audited but shall be in reasonable detail) for a period of twelve (12) months commencing after the Effective Date, and satisfying the provisions of Section 11(a) of the Act (including Rule 158 of the Rules and Regulations). (k) The Company will apply the net proceeds from the offering and sale of the Shares in the manner set forth in the Prospectus under "Use of Proceeds." (l) The Company will not 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.

Agreements of the Company. The Company covenants and agrees with each of the several Underwriters as follows: (a) The Company will notIf, either prior to at the Effective Date or thereafter during such period as the Prospectus time this Agreement is required by law to be delivered in connection with sales of the Shares by an Underwriter or dealerexecuted and delivered, file any it is necessary for a post-effective amendment or supplement to the Registration Statement to be declared or to become effective before the Prospectus, unless a copy thereof shall first have been submitted to offering of the Representative within a reasonable period of time prior to the filing thereof and the Representative shall not have objected thereto in good faith. (b) If the Registration Statement is not yet effectiveNotes may commence, the Company will use its best efforts to cause the Registration Statement such post-effective amendment to become effective not later than as soon as possible and will advise the time indicated in Section 6(a) hereof. The Company will notify Representatives promptly and, if requested by the Representative promptlyRepresentatives, and will confirm such advice in writing, (i) when the Registration Statement has become effective and when any immediately after such post-effective amendment thereto becomes has become effective. (b) If, at any time prior to the filing of the Prospectus pursuant to Rule 424(b), any event occurs as a result of which the Disclosure Package would (x) include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made or the circumstances then prevailing not misleading or (y) conflict with the information contained in the Registration Statement, the Company will (i) notify promptly the Representatives so that any use of the Disclosure Package may cease until it is amended or supplemented; (ii) amend or supplement the Disclosure Package to correct such statement, omission or conflicting information; and (iii) supply any amendment or supplement to the Representatives in such quantities as may be reasonably requested. (c) The Company will advise the Representatives promptly and, if requested by the Representatives, will confirm such advice in writing: (i) of any review, issuance of comments, or request by the Commission or its staff on or for amendments an amendment of or supplements a supplement to the Registration Statement Statement, any Preliminary Prospectus or the Prospectus or for additional informationinformation regarding the Company, its affiliates or its filings with the Commission, whether or not such filings are incorporated by reference into the Registration Statement, any Preliminary Prospectus or the Prospectus; (iiiii) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of the suspension of qualification of the Notes for offering or sale in any jurisdiction or the initiation of any proceedings proceeding for that such purpose or any examination pursuant to Section 8(e) of the threat thereofAct relating to the Registration Statement or Section 8A of the Act in connection with the offering of the Notes; (iii) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Notes for sale in any jurisdiction or the institution or threatening of any proceeding for such purpose; and (iv) within the period of time referred to in the first sentence in subsection (f) below, of any change in the Company’s condition (financial or other), business, prospects, properties, net worth or results of operations, or of the happening of any event during the period mentioned event, which results in the first sentence of Section 4(g) that in the judgment of the Company makes any statement of a material fact made in the Registration Statement Statement, the Disclosure Package or the Prospectus (as then amended or supplemented) being untrue or that which requires the making of any additions to or changes in the Registration Statement Statement, Disclosure Package or the Prospectus (as then amended or supplemented) in order to state a material fact required by the Act to be stated therein or necessary in order to make the statements thereintherein not misleading, in light or of the circumstances in which they are made, not misleading; and necessity to amend or supplement the Disclosure Package or Prospectus (vas then amended or supplemented) of receipt by to comply with the Company Act 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, or the Prospectuslaw. If at any time the Commission shall issue any stop order suspending the effectiveness of the Registration Statement, the Company will make every reasonable effort to obtain the withdrawal of such order at the earliest possible momenttime. (d) The Company will furnish to the Representatives and counsel to the Representatives, without charge: (i) ten (10) signed copies of the Registration Statement as originally filed with the Commission and of each amendment thereto, including financial statements and all exhibits to the Registration Statement; (ii) such number of conformed copies of the Registration Statement as originally filed and of each amendment thereto, but without exhibits, as the Representatives may request; (iii) such number of copies of the Incorporated Documents, without exhibits, as the Representatives may request; and (iv) ten (10) copies of the exhibits to the Incorporated Documents. The Company will prepare pay all of the expenses of printing or other production of all documents relating to the offering. (e) The Company will not file any amendment to the Registration Statement or make any amendment or supplement to the Disclosure Package or Prospectus or, prior to the end of the period of time referred to in the first sentence in subsection (f) below, file any document which upon filing becomes an Incorporated Document, of which the Representatives shall not previously have been advised or to which, after the Representatives shall have received a form approved by copy of the Representative document proposed to be filed, the Representatives shall reasonably object; and no such further document, when it is filed, will contain an untrue statement of a material fact or will omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Company will give the Representatives notice of its intention to make any other filing pursuant to the Exchange Act from the Execution Time to the Closing Date and will file furnish the Representatives with copies of any such Prospectus pursuant documents a reasonable amount of time prior to Rule 424(bsuch proposed filing. (f) under the Act not later than the Commission's close of business on the second business day following As soon after the execution and delivery of this Agreement oras possible and thereafter from time to time for such period as in the opinion of counsel for the Underwriters a prospectus is required by the Act to be delivered (or in lieu thereof, if applicable, the notice referred to in Rule 173(a)) in connection with sales by the Underwriters or any dealer (including circumstances where such earlier time as requirement may be required by Rule 430A(a)(3) under the Act. If the Company has omitted any information from the Registration Statement satisfied pursuant to Rule 430A172), the Company will use its best efforts file promptly all reports and any definitive proxy or information statements required to comply with be filed by the provisions of and make all requisite filings Company with the Commission pursuant to said Rule 430A and to notify the Representative promptly of all such filings. (c) If the Company elects to rely upon Rule 462(bSection 13(a), 13(c), 14 or 15(d) of the Rules and Regulations, the Company shall file the Rule 462(b) Registration Statement with the Commission in compliance with Rule 462(b) of the Rules and Regulations by 10:00 p.m., Washington, D.C. time, on the date of this Agreement, Exchange Act and the Company shall at the time of filing, either pay will expeditiously deliver to the Commission the filing fee for the Rule 462(b) Registration Statement or give irrevocable instructions for the payment of such fee pursuant to Rule 111(b) Underwriters and each dealer, without charge, as many copies of the Rules Prospectus (and Regulations. (d) Ifof any amendment or supplement thereto), at any time when a Preliminary Prospectus relating and any Issuer Free Writing Prospectus as the Representatives may request. The Company consents to the Shares use of the Prospectus (and of any amendment or supplement thereto) in accordance with the provisions of the Act and with the securities or blue sky laws of the jurisdictions in which the Notes are offered by the several Underwriters and by all dealers to whom Notes may be sold, both in connection with the offering and sale of the Notes and for such period of time thereafter as the Prospectus is required by the Act to be delivered under (or in lieu thereof, the Act, notice referred to in Rule 173(a)) in connection with sales by any Underwriter or dealer. If during such period of time: (i) any event occurs shall occur as a result of which, in the judgment of the Company Company, or in the opinion of counsel for the Underwriters, the Registration Statement Disclosure Package or the Prospectus, Prospectus as then amended or supplemented, supplemented would include any an untrue statement of a material fact or omit to state a any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were madewhen such document is delivered to a purchaser, not misleading, ; or (ii) if for any other reason it is necessary at any time to supplement the Prospectus or amend or supplement the Registration Statement (or to file under the Prospectus Exchange Act any document which, upon filing, becomes an Incorporated Document) in order to comply with the Act, the Exchange Act or the Rules and Regulationsany other law, the Company will promptly notify the Representative thereof Representatives of such event and forthwith prepare and, subject to Section 4(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. (e) The Company will furnish to the Representative, without charge, two (2) signed copies of the Registration Statement and of any post-effective amendment thereto, including financial statements and schedules, and all exhibits thereto and will furnish to the Representative, without charge, for transmittal to each of the other Underwriters, copies of the Registration Statement and any post-effective amendment thereto, including financial statements and schedules but without exhibits. (f) The Company will comply with all the provisions of all undertakings contained in the Registration Statement. (gSection 5(e) On the Effective Dateabove, and thereafter from time to time for such period as the Prospectus is required by the Act to be delivered, the Company will deliver to each of the Underwriters, without charge, as many copies of the Prospectus or any amendment or supplement thereto as the Representative may reasonably request. The Company consents to the use of the Prospectus or any amendment or supplement thereto by the several Underwriters and by all dealers to whom the Shares may be sold, both in connection with the offering or sale of the Shares and for any period of time thereafter during which the Prospectus is required by law to be delivered in connection therewith. If during such period of time any event shall occur which in the judgment of the Company or counsel to the Underwriters should be set forth in the Registration Statement or 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 Registration Statement or the Prospectus to comply with law, the Company will forthwith prepare and duly file with the Commission an appropriate supplement or amendment theretothereto (or to such document), and deliver will expeditiously furnish to each of the Underwriters, without charge, such Underwriters and dealers a reasonable number of copies thereof as thereof. In the Representative may reasonably requestevent that the Company and the Representatives agree that the Prospectus should be amended or supplemented, the Company, if requested by the Representatives, will promptly issue a press release announcing or disclosing the matters to be covered by the proposed amendment or supplement. (hg) Prior to any public offering of the Shares by the Underwriters, the The Company will will: (i) cooperate with the Representative Underwriters and its with counsel for the Underwriters in connection with the registration or qualification of the Shares Notes for offer offering and sale by the Underwriters and by dealers under the securities or blue sky laws of such jurisdictions as the Representative Underwriters may reasonably requestdesignate; provided(ii) maintain such qualifications in effect so long as required for the distribution of the Notes; (iii) pay any fee of the Financial Industry Regulatory Authority, however, Inc. in connection with its review of the offering; and (iv) file such consents to service of process or other documents necessary or appropriate in order to effect such registration or qualification; provided that in no event shall the Company be obligated to qualify to do business in any jurisdiction where it is not now so qualified or to take any action which would subject it to general service of process in suits, other than those arising out of the offering or sale of the Notes, in any jurisdiction where it is not now so subject. (ih) During The Company agrees that, unless it has or shall have obtained the period prior written consent of five (5) years commencing on the Effective DateRepresentatives, it has not made and will not make any offer relating to the Notes that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a Free Writing Prospectus required to be filed by the Company with the Commission or retained by the Company under Rule 433, other than the Free Writing Prospectus containing the information contained in the final term sheet prepared and filed pursuant to Section 5(t) hereto; provided that the prior written consent of the parties hereto shall be deemed to have been given in respect of the Free Writing Prospectuses included in Schedule II hereto and any electronic road show. Any such Free Writing Prospectus consented to by the Representatives or the Company is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company agrees that (x) it has treated and will furnish to the Representative and each other Underwriter who may so request copies of such financial statements and other periodic and special reports treat, as the Company case may from time to time distribute generally to the holders of any class of its capital stockbe, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus and (y) it has complied and will furnish comply, as the case may be, with the requirements of Rules 164 and 433 applicable to the Representative and each other Underwriter who may so request a copy any Permitted Free Writing Prospectus, including in respect of each annual or other report it shall be required to file timely filing with the Commission, legending and record keeping. (ji) The Company will make generally available to its security holders and to the Representatives a consolidated earnings statement, which need not be audited, covering a 12-month period commencing after the effective date of its securitiesthis Agreement and ending not later than 15 months thereafter, as soon as may be practicablepracticable after the end of such period, but in no event later than the last day of the fifteenth (15th) full calendar month following the calendar quarter in which the Effective Date falls, a consolidated earnings statement (which need not be audited but shall be in reasonable detail) for a period of twelve (12) months commencing after the Effective Date, and satisfying satisfy the provisions of Section 11(a) of the Act and Rule 158. (including Rule 158 j) During the period commencing on the date hereof and ending on the date occurring three (3) years hereafter, the Company will furnish to the Representatives: (i) as soon as available, if requested, a copy of each report of the Rules Company mailed to stockholders or filed with the Commission; and Regulations)(ii) from time to time such other information concerning the Company as the Representatives may reasonably request. (k) If this Agreement shall terminate or shall be terminated after execution pursuant to any provisions hereof, or if this Agreement shall be terminated by the Underwriters because of any inability, failure or refusal on the part of the Company to comply with the terms or fulfill any of the conditions of this Agreement, the Company shall reimburse the Underwriters for all out-of-pocket expenses (including fees and expenses of counsel for the Underwriters) incurred by the Underwriters in connection herewith. (l) The Company will apply the net proceeds from the offering and sale of the Shares Notes substantially in accordance with the manner description set forth in the Prospectus under "Use of ProceedsProspectus." (lm) If Rule 430A, 430B or 430C is employed, the Company will timely file the Prospectus pursuant to Rule 424(b) and will advise the Underwriters of the time and manner of such filing. (n) The Company has not taken, nor will not at any timeit take, directly or indirectly, take any action intendeddesigned to, or which that might reasonably be expected, expected to cause or result in, under the Exchange Act or which will constituteotherwise, stabilization or manipulation of the price of any security of the shares of Common Stock Company to facilitate the sale or resale of any the Notes. (o) The Company will comply and will use its best efforts to cause its tenants to comply in all material respects with all applicable Environmental Laws (as defined below). (p) The Company will use its best efforts to continue to qualify as a real estate investment trust (a “REIT”) under the Internal Revenue Code of 1986, as amended (the “Code”), and to continue to have each of its corporate subsidiaries (other than its taxable REIT subsidiaries) comply with all applicable laws and regulations necessary to maintain a status as a REIT or a “qualified REIT subsidiary” under the Code. (q) The Company will use all reasonable best efforts to do or perform all things required to be done or performed by the Company prior to the Closing Date to satisfy all conditions precedent to the delivery of the SharesNotes pursuant to this Agreement. (r) The Company will not, without the prior written consent of the Representatives, offer, sell, contract to sell, pledge or otherwise dispose of or enter into any transaction that is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the Company or any affiliate of the Company or any person in privity with the Company or any affiliate of the Company, directly or indirectly, including the filing (or participation in the filing) of a registration statement with the Commission in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Rule 16a-1 under the Exchange Act on, any debt securities or guarantees thereon (other than the Notes) or publicly announce an intention to effect any such transaction, until the Closing Date. (s) The Company will comply with all applicable securities and other applicable laws, rules and regulations, including, without limitation, the Xxxxxxxx-Xxxxx Act of 2002, as amended (the “Xxxxxxxx-Xxxxx Act”), and will use its best efforts to cause the Company’s directors and officers, in their capacities as such, to comply with such laws, rules and regulations, including, without limitation, the provisions of the Xxxxxxxx-Xxxxx Act. (t) Unless requested otherwise by the Representatives, the Company will prepare a final term sheet, containing solely a description of the final terms of the Notes and the offering thereof, in the form attached hereto or as previously provided to, and approved by the Representatives and will file such final term sheet with the Commission as soon as practical after the Execution Time. The Company will file any other Issuer Free Writing Prospectus to the extent required by Rule 433 and will pay any required registration fee for this offering pursuant to Rule 456(b)(1) within the time period required by such rule (without regard to the proviso therein relating to the four (4) business day extension to the payment deadline) and in any event prior to the Closing Date. The Company will retain, pursuant to reasonable procedures developed in good faith, copies of each Issuer Free Writing Prospectus that is not filed with the Commission in accordance with Rule 433(g).

Agreements of the Company. The Company covenants and agrees with each of the several Underwriters as follows: (a) The Company will not, either prior to the Effective Date effective date or thereafter during such period as the Prospectus is required by law to be delivered in connection with sales of the Shares by an Underwriter or dealer, file any amendment or supplement to the Registration Statement or the Prospectus, unless a copy thereof shall first have been submitted to the Representative within a reasonable period of time prior to the filing thereof and the Representative shall not have objected thereto in good faith. (b) If the Registration 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 6(a) hereof. The Company will notify the Representative promptly, and will confirm such advice in writing, (i) when the Registration Statement has become effective and when any post-effective amendment thereto becomes effective; (ii) of any request by the Commission for amendments or supplements to the Registration Statement or the Prospectus or for additional information; (iii) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for that purpose or the threat thereof; (iv) of the happening of any event during the period mentioned in the first sentence of Section 4(g) that in the judgment of the Company makes any statement of a material fact made in the Registration Statement or the Prospectus untrue or that requires the making of any changes in the Registration Statement or the Prospectus in order to make the statements therein, in light of the circumstances 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, or the Prospectus. If at any time the Commission shall issue any order suspending the effectiveness of the Registration Statement, the Company will make every reasonable effort to obtain the withdrawal of such order at the earliest possible moment. 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 430A, the Company will use its best efforts to comply with the provisions of and make all requisite filings with the Commission pursuant to said Rule 430A and to notify the Representative promptly of all such filings. (c) If the Company elects to rely upon Rule 462(b) of the Rules and Regulations, the Company shall file the Rule 462(b) Registration Statement with the Commission in compliance with Rule 462(b) of the Rules and Regulations 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 the Rule 462(b) Registration Statement or give irrevocable instructions for the payment of such fee pursuant to Rule 111(b) of the Rules and Regulations. (d) If, at any time when a Prospectus relating to the Shares is required to be delivered under the Act, any event occurs as a result of which, in the judgment of the Company or in the opinion of counsel for the Underwriters, the Registration Statement or the Prospectus, as then amended or 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 circumstances under which they were made, not misleading, or if for any other reason it is necessary at any time to amend or supplement the Registration Statement or the Prospectus to comply with the Act or the Rules and Regulations, the Company will promptly notify the Representative thereof and, subject to Section 4(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. (e) The Company will furnish to the Representative, without charge, two (2) signed copies of the Registration Statement and of any post-effective amendment thereto, including financial statements and schedules, and all exhibits thereto and will furnish to the Representative, without charge, for transmittal to each of the other Underwriters, copies of the Registration Statement and any post-effective amendment thereto, including financial statements and schedules but without exhibits. (f) The Company will comply with all the provisions of all undertakings contained in the Registration Statement. (g) On the Effective Date, and thereafter from time to time for such period as the Prospectus is required by the Act to be delivered, the Company will deliver to each of the Underwriters, without charge, as many copies of the Prospectus or any amendment or supplement thereto as the Representative may reasonably request. The Company consents to the use of the Prospectus or any amendment or supplement thereto by the several Underwriters and by all dealers to whom the Shares may be sold, both in connection with the offering or sale of the Shares and for any period of time thereafter during which the Prospectus is required by law to be delivered in connection therewith. If during such period of time any event shall occur which in the judgment of the Company or counsel to the Underwriters should be set forth in the Registration Statement or 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 Registration Statement or the Prospectus to comply with law, the Company will forthwith prepare and duly file with the Commission an appropriate supplement or amendment thereto, and deliver to each of the Underwriters, without charge, such number of copies thereof as the Representative may reasonably request. (h) Prior to any public offering of the Shares by the Underwriters, the Company will cooperate with the Representative and its counsel in connection with the registration or qualification of the Shares for offer and sale under the securities or blue sky laws of such jurisdictions as the Representative may reasonably 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 which would subject it to general service of process in any jurisdiction where it is not now so subject. (i) During the period of five (5) 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. (j) The Company will make generally available to holders of its securities, as soon as may be practicable, but in no event later than the last day of the fifteenth (15th) full calendar month following the calendar quarter in which the Effective Date falls, a consolidated earnings statement (which need not be audited but shall be in reasonable detail) for a period of twelve (12) months commencing after the Effective Date, and satisfying the provisions of Section 11(a) of the Act (including Rule 158 of the Rules and Regulations). (k) The Company will apply the net proceeds from the offering and sale of the Shares in the manner set forth in the Prospectus under "Use of Proceeds." (l) The Company will not 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.order

Agreements of the Company. The Company covenants and agrees with each of the several Underwriters as follows: (a) The Company will not, either prior to the Effective Date or thereafter during such period as the Prospectus is required by law to be delivered in connection with sales of the Shares by an any Underwriter or dealerany dealer (including in circumstances where such requirement may be satisfied pursuant to Rule 172), file any amendment or supplement to the Registration Statement (including any filing under Rule 462(b) under the Act) or the Prospectus, unless a copy thereof shall first have been submitted to the Representative Representatives within a reasonable period of time prior to the filing thereof and the Representative Representatives shall not have objected thereto in good faith. (b) If the Registration 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 6(a) hereof. The Company will notify the Representative Representatives promptly, and will confirm such advice in writing, (i) when the Registration Statement has become effective and when any post-effective amendment thereto becomes effective; (ii1) of the receipt of any comments from or any request by the Commission for amendments or supplements to the Registration Statement or the Prospectus or for additional information; , (iii2) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for that purpose or the threat thereof; , (iv3) of the happening of any event during the period mentioned in the first second sentence of Section 4(g5(e) that in the judgment of the Company makes any statement of a material fact made in the Registration Statement or the Prospectus untrue or that requires the making of any changes in the Registration Statement or the Prospectus in order to make the statements therein, in light of the circumstances in which they are made, not misleading; , and (v4) 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, Statement or the Prospectus. If at any time the Commission shall issue any order suspending the effectiveness of the Registration Statement, the Company will make every reasonable effort to obtain the withdrawal of such order at the earliest possible moment. 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 430A, the Company will use its best efforts to comply with the provisions of and make all requisite filings with the Commission pursuant to said Rule 430A and to notify the Representative promptly of all such filings. (c) If the Company elects to rely upon Rule 462(b) of the Rules and Regulations, the Company shall file the Rule 462(b) Registration Statement with the Commission in compliance with Rule 462(b) of the Rules and Regulations 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 the Rule 462(b) Registration Statement or give irrevocable instructions for the payment of such fee pursuant to Rule 111(b) of the Rules and Regulations. (d) If, at any time when a Prospectus relating to the Shares is required to be delivered under the Act, any event occurs as a result of which, in the judgment of the Company or in the opinion of counsel for the Underwriters, the Registration Statement or the Prospectus, as then amended or 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 circumstances under which they were made, not misleading, or if for any other reason it is necessary at any time to amend or supplement the Registration Statement or the Prospectus to comply with the Act or the Rules and Regulations, the Company will promptly notify the Representative thereof and, subject to Section 4(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. (e) The Company will furnish to the RepresentativeRepresentatives, without charge, two (2) four copies of the signed copies of the Registration Statement and of any post-effective amendment thereto, including financial statements and schedules, and all exhibits thereto (including any document filed under the Exchange Act and deemed to be incorporated by reference into the Prospectus) and will furnish to the RepresentativeRepresentatives, without charge, for transmittal to each of the other Underwriters, copies of the Registration Statement and any post-effective amendment thereto, including financial statements and schedules but without exhibits. (fd) The Company will comply with all the provisions of all any undertakings contained in the Registration Statement. (ge) On the Effective Date, and thereafter from time to time for such period as the Prospectus is required by the Act to be delivered, the The Company will deliver to each of the Underwriters, without charge, as many copies of the Prospectus, each Issuer Free Writing Prospectus or any amendment or supplement thereto thereto, as the Representative Representatives may reasonably request. The Company consents to the use of the Prospectus, each Issuer Free Writing Prospectus or any amendment or supplement thereto by the several Underwriters and by all dealers to whom the Shares may be sold, both in connection with the offering or sale of the Shares and for any period of time thereafter during which the Prospectus is required by law to be delivered in connection therewiththerewith (including in circumstances where such requirement may be satisfied pursuant to Rule 172 of the Act). If during such period of time any event shall occur which in the judgment of the Company or counsel to the Underwriters should be set forth in the Registration Statement or 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 Registration Statement or the Prospectus to comply with law, subject to the provisions of Section 5(a) hereof, 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 thereof as the Representative Representatives may reasonably request. (h) Prior to . The Company shall not file any public document under the Exchange Act before the termination of the offering of the Shares by the UnderwritersUnderwriters if such document would be deemed to be incorporated by reference into the Prospectus which is not approved by the Representatives after reasonable notice thereof. If there occurs an event or development as a result of which the General Disclosure Package would include an untrue statement of a material fact or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances then prevailing, not misleading, the Company will notify promptly the Representatives so that any use of the General Disclosure Package may cease until it is amended or supplemented. The Company will prepare a final term sheet (the “Final Term Sheet”) reflecting the final terms of the Shares, in form and substance satisfactory to the Representatives, and shall file such Final Term Sheet as an Issuer Free Writing Prospectus pursuant to Rule 433 prior to the close of business two business days after the date hereof; provided that the Company shall provide the Representatives with copies of any such Final Term Sheet a reasonable amount of time prior to such proposed filing and will not use or file any such document to which the Representatives or counsel to the Underwriters shall reasonably object. (f) The Company will cooperate with the Representative Representatives and its counsel to the Underwriters in connection with the registration or qualification of the Shares and the Preferred Shares for offer and sale under the securities or blue sky Blue Sky laws of such jurisdictions as the Representative Representatives may reasonably 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 which would subject it to general service of process in any jurisdiction where it is not now so subject. (ig) During the period of five (5) years commencing on the Effective Datedate hereof, the Company will furnish to each of the Representative 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 each of the Representative 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. (jh) The Company will make generally available to holders of its securities, securities as soon as may be practicable, practicable but in no event later than the last day of the fifteenth (15th) full calendar month following the calendar quarter in which the Effective Date falls, a consolidated earnings statement (which need not be audited but shall be in reasonable detail) ), with respect to the Primary Entities, for a period of twelve (12) 12 months commencing after the Effective Date, and satisfying the provisions of Section 11(a) of the Act (including Rule 158 thereunder) and will file such earnings statement as an exhibit to the next periodic report required by Section 13 or 15(d) of the Rules and Regulations)Exchange Act covering the period when the earnings statement is released. (ki) The Company will apply If this Agreement shall terminate or shall be terminated after execution pursuant to any provisions hereof (otherwise than pursuant to the net proceeds from second paragraph of Section 9 hereof or by notice given by you terminating this Agreement pursuant to Section 9 or Section 10 hereof) or if this Agreement shall be terminated by the offering and sale Underwriters because of any failure or refusal on the part of the Shares Company to comply with the terms or fulfill any of the conditions of this Agreement, the Company agrees to reimburse the Representatives for all out-of-pocket expenses (including fees and expenses of counsel for the Underwriters) reasonably incurred by you in the manner set forth in the Prospectus under "Use of Proceedsconnection herewith." (lj) The Company will not 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 Shares to facilitate the sale or resale of any of the SharesShares in violation of the Act. (k) The Company will apply the net proceeds from the offering and sale of the Shares in the manner set forth in the Prospectus under “Use of Proceeds.” (l) The Company will use its best efforts to have the Shares listed, subject to notice of issuance, on the American Stock Exchange. (m) The Company represents and agrees that, unless it obtains the prior written consent of the Representatives, and each Underwriter, severally and not jointly, represents and agrees with the Company that, unless it has obtained or will obtain, as the case may be, the prior written consent of the Company and the Representatives, it has not made and will not make any offer relating to the Securities that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a “free writing prospectus” (as defined in Rule 405 of the Act) required to be filed by the Company with the Commission or retained by the Company under Rule 433 of the Act. Any such free writing prospectus consented to by the Representatives or the Company is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company agrees that (y) it has treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus and (z) it has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 of the Act applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission, legending and record keeping. The Company consents to the use by any Underwriter of a free writing prospectus that (a) is not an Issuer Free Writing Prospectus as defined in Rule 433, and (b) contains only (i) information describing the preliminary terms of the Shares or their offering or (ii) information that describes the final terms of the Shares or their offering and that is included in the Final Term Sheet of the Company contemplated in Section 5(e).

Agreements of the Company. (a) The Company covenants and agrees with each of the several Underwriters as follows: (ai) The Company will not, either prior to the date on which the Registration Statement is declared effective (the "Effective Date Date") or thereafter during such period as the Prospectus is required by law to be delivered in connection with sales of the Shares by an Underwriter or dealer, file any amendment or supplement to the Registration Statement or the Prospectus, unless a copy thereof shall first have been submitted to the Representative Representatives within a reasonable period of time prior to the filing thereof and the Representative Representatives shall not have objected thereto in good faith. (bii) If the Registration Statement is not yet effective, the The Company will use its reasonable best efforts to cause the Registration Statement to become effective not later than the time indicated in Section 6(a) hereof. The Company and will notify the Representative Representatives promptly, and will confirm such advice notification in writing, (i1) when the Registration Statement has become effective and when any post-effective amendment thereto becomes effective; , (ii2) of any request by the Commission for amendments or supplements to the Registration Statement or the Prospectus or for additional information; , (iii3) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for that purpose or the threat thereof; , (iv4) of the happening of any event during the period mentioned in the first second sentence of Section 4(g4(a)(v) that in the judgment of the Company makes any material statement of a material fact made in the Registration Statement or the Prospectus untrue or that requires the making of any changes in the Registration Statement or the Prospectus in order to make the statements therein, in light of the circumstances 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 relating to the Company, the Registration Statement, any Preliminary Prospectus, preliminary prospectus or the Prospectus. If at any time the Commission shall issue issues any order suspending the effectiveness of the Registration Statement, the Company will make every reasonable effort to obtain the withdrawal of such order at the earliest possible moment. 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 430A430A of the Rules and Regulations, the Company will use its best efforts to comply with the provisions of and make all requisite filings with the Commission pursuant to said Rule 430A and to notify the Representative Representatives promptly of all such filings. (c) If the Company elects to rely upon Rule 462(b) of the Rules and Regulations, the Company shall file the Rule 462(b) Registration Statement with the Commission in compliance with Rule 462(b) of the Rules and Regulations 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 the Rule 462(b) Registration Statement or give irrevocable instructions for the payment of such fee pursuant to Rule 111(b) of the Rules and Regulations. (d) If, at any time when a Prospectus relating to the Shares is required to be delivered under the Act, any event occurs as a result of which, in the judgment of the Company or in the opinion of counsel for the Underwriters, the Registration Statement or the Prospectus, as then amended or 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 circumstances under which they were made, not misleading, or if for any other reason it is necessary at any time to amend or supplement the Registration Statement or the Prospectus to comply with the Act or the Rules and Regulations, the Company will promptly notify the Representative thereof and, subject to Section 4(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. (eiii) The Company will furnish to the Representative, Representatives or counsel for the Representatives without charge, two (2) signed copies of the Registration Statement and of any post-effective amendment thereto, including financial statements and schedules, and all exhibits thereto and will furnish to the RepresentativeRepresentatives, without charge, for transmittal to each of the other Underwriters, copies a copy of the Registration Statement and any post-effective amendment thereto, including financial statements and schedules but without exhibits. (fiv) The Company will comply with all the provisions of all any undertakings contained in the Registration Statement. (gv) On the Effective Date, and thereafter from time to time for such during the period as during which the Prospectus is required by the Act law to be delivered, the Company will deliver to each of the Underwriters, without charge, as many copies of the Prospectus or any amendment or supplement thereto as the Representative Representatives may reasonably request. The Company consents to the use of the Prospectus or any amendment or supplement thereto by the several Underwriters and by all dealers to whom the Shares may be sold, both in connection with the offering or sale of the Shares and for any period of time thereafter during which the Prospectus is required by law to be delivered in connection therewith. If during such period of time any event shall occur which that in the judgment of the Company or counsel to the Underwriters should be set forth in the Registration Statement or 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 Registration Statement or the Prospectus to comply with law, the Company will forthwith prepare and duly file with the Commission an appropriate supplement or amendment thereto, thereto and will deliver to each of the Underwriters, without charge, such number of copies thereof of such supplement or amendment to the Prospectus as the Representative Representatives may reasonably request. (hvi) Prior to any public offering of the Shares by the UnderwritersShares, the Company will cooperate with the Representative Representatives and its counsel to the Underwriters in connection with the registration or qualification of the Shares for offer and sale under the securities or blue sky Blue Sky laws of such jurisdictions as the Representative Representatives may reasonably 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 which that would subject it to general service of process in any jurisdiction where it is not now so subject. (ivii) During the period of five (5) three years commencing on the Effective Date, the Company will furnish to the Representative and each other Underwriter who may so request Representatives 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, stock and will furnish to the Representative and each other Underwriter who may so request Representatives a copy of each annual or other report it shall be required to file with the Commission. (jviii) The Company will make generally available to holders of its securities, securities as soon as may be practicable, practicable but in no event later than the last day of the fifteenth (15th) full calendar month following the calendar quarter in which the Effective Date falls, a consolidated an earnings statement (which need not be audited but shall be in reasonable detail) for a period of twelve (12) 12 months ended commencing after the Effective Date, Date and satisfying the provisions of Section 11(a) of the Act (including Rule 158 of the Rules and Regulations). (kix) The Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will apply pay, or reimburse if paid by the net proceeds from Representatives, all costs and expenses incident to the performance of the obligations of the Company under this Agreement, including but not limited to costs and expenses of or relating to (1) the preparation, printing and filing of the Registration Statement and exhibits to it, each preliminary prospectus, Prospectus and any amendment or supplement to the Registration Statement or Prospectus, (2) the preparation and delivery of certificates representing the Shares, (3) the printing of this Agreement, the Agreement Among Underwriters, any Dealer Agreements and any Underwriters' Questionnaires, (4) furnishing (including costs of shipping and mailing) such copies of the Registration Statement, the Prospectus and any preliminary prospectus, and all amendments and supplements thereto, as may be reasonably 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, (5) the quotation of the Shares on the Nasdaq National Market System, (6) any filings required to be made by the Underwriters with the NASD and the fees, disbursements and other charges of counsel for the Underwriters in connection therewith, (7) the registration or qualification of the Shares for offer and sale under the securities or Blue Sky laws of such jurisdictions designated pursuant to Section 4(a)(vi), 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, (8) fees, disbursements and other charges of counsel to the Company (but not those of counsel for the Underwriters, except as otherwise provided herein) and (9) the transfer agent for the Shares. In addition, the Company will pay all travel and lodging expenses incurred by management of the Company in connection with any informational "road show" meetings held in connection with the offering and will also pay for the preparation of all materials used in connection with such meetings. It is understood, however, that except as provided in Sections 4(x) and 6 below, the Underwriters will pay all of their own costs and expenses, including the fees of counsel for the Underwriters, stock transfer taxes on resale of any of the Shares by them and any advertising expenses connected with any offers they make, together with all expenses of the road show, other than direct expenses of the Company for travel and lodging for Company participants in the manner set forth in the Prospectus under "Use of Proceedsroad show." (lx) If this Agreement is terminated by the Company pursuant to any of the provisions hereof (other than pursuant to Section 8 hereof) or if for any reason the Company is unable to perform its obligations hereunder, the Company will reimburse the several Underwriters for all out-of-pocket expenses (including the fees, disbursements and other charges of counsel to the Underwriters) reasonably incurred by them in connection herewith. (xi) The Company will not at any time, directly or indirectly, take any action intendeddesigned, or which that might reasonably be expected, to cause or result in, or which that will constitute, stabilization of the price of the shares of Common Stock to facilitate the sale or resale of any of the Shares. (xii) The Company will apply the net proceeds from the offering and sale of the Shares to be sold by the Company in the manner set forth in the Prospectus under "Use of Proceeds" and shall file such reports with the Commission with respect to the sale of the Shares and the application of the proceeds therefrom as may be required in accordance with Rule 463 under the Act. (xiii) The Company will not, and will cause each of its officers, directors and the shareholders designated on Schedule II to enter into an agreement (the "Lockup Agreements") with the Representatives to the effect that they will not, without the prior written consent of Cruttenden Roth Xxxorporated, offer, sell, offer to sell, contract to sell, assign, grant any option to purchase, or otherwise dispose of or transfer any Common Stock of the Company or any other security of the Company, convertible into, or exchangeable or exercisable for, Common Stock for a period of 360 days after the date of the Prospectus except (i) directors, officers and shareholders may make bona fide gifts to donees who agree to be bound by such restrictions and (ii) the Company may issue Common Stock or options to purchase Common Stock under the Company's stock option plans described in the Prospectus.

Agreements of the Company. The Company covenants and agrees with each of the several Underwriters as follows: (a) The Company will notIf, either prior to at the Effective Date or thereafter during such period as the Prospectus time this Agreement is required by law executed and delivered, it is necessary for a post-effective amendment thereto to be delivered in connection with sales declared effective before the offering of the Shares by an Underwriter or dealer, file any amendment or supplement to the Registration Statement or the Prospectus, unless a copy thereof shall first have been submitted to the Representative within a reasonable period of time prior to the filing thereof and the Representative shall not have objected thereto in good faith. (b) If the Registration Statement is not yet effectivemay commence, the Company will use its best efforts endeavor to cause the Registration Statement or such post-effective amendment to become effective not later than the time indicated in Section 6(a) hereof. The Company as soon as possible and will notify the Representative promptlyadvise you promptly and, and if requested by you, will confirm such advice in writing, (i) when the Registration Statement has become effective and when any or such post-effective amendment thereto becomes has become effective; . (iib) The Company will advise you promptly and, if requested by you, will confirm such advice in writing: (i) of any request by the Commission for amendments amendment of or supplements a supplement to the Registration Statement or the Prospectus or for additional information; (iiiii) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of the suspension of qualification of the Shares for offering or sale in any jurisdiction or the initiation of any proceedings proceeding for that purpose or such purpose; and (iii) within the threat thereof; period of time referred to in paragraph (ive) below, of the happening of any event during the period mentioned in the first sentence of Section 4(g) that in the judgment of the Company which makes any statement of a material fact made in the Registration Statement or the Prospectus untrue or that which requires the making of any additions to or changes in the Registration Statement or the Prospectus in order to state a material fact required by the Act or the regulations thereunder to be stated therein or necessary in order to make the statements thereintherein not misleading, in light or of the circumstances in which they are made, not misleading; and (v) of receipt by necessity to amend or supplement the Company Prospectus to comply with the Act 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, or the Prospectuslaw. If at any time the Commission shall issue any stop order suspending the effectiveness of the Registration Statement, the Company will make every reasonable effort to obtain the withdrawal of such order at the earliest possible moment. time. (c) The Company will prepare furnish to you upon request, without charge, eight signed copies of the Registration Statement as originally filed with the Commission and of each amendment and supplement thereto, including financial statements and all exhibits thereto, and will also furnish to you upon request, without charge, such number of conformed copies of the Registration Statement as originally filed and of each amendment thereto, but without exhibits, as you may request. (d) The Company will not (i) file any amendment to the Registration Statement or make any amendment to the Prospectus or any amendment to any of the documents incorporated by reference in the Prospectus or amend or supplement the prospectus supplement utilized in connection with this offering of which you shall not previously have been advised or to which you shall object after being so advised or (ii) so long as, in the written opinion of counsel for the Underwriters, a form approved prospectus is required to be delivered in connection with sales by the Representative and will any Underwriter or dealer, file such Prospectus any information, documents or reports pursuant to Rule 424(bthe Exchange Act, without delivering a copy of such information, documents or reports to you, as Representatives of the Underwriters, prior to or concurrently with such filing. (e) under the Act not later than the Commission's close of business on the second business day following As soon after the execution and delivery of this Agreement or, if applicable, as possible and thereafter from time to time for such earlier time period as may be in the written opinion of counsel for the Underwriters a prospectus is required by Rule 430A(a)(3) under the Act. If the Company has omitted Act to be delivered in connection with sales by any information from the Registration Statement pursuant to Rule 430AUnderwriter or dealer, the Company will expeditiously deliver to each Underwriter and each dealer, without charge, as many copies of the Prospectus as you may request. The Company consents to the use its best efforts to comply of the Prospectus in accordance with the provisions of the Act and make all requisite filings with the Commission pursuant to said Rule 430A and to notify the Representative promptly of all such filings. (c) If the Company elects to rely upon Rule 462(b) securities or Blue Sky laws of the Rules jurisdictions in which the Shares are offered by the several Underwriters and Regulationsby all dealers to whom Shares may be sold, the Company shall file the Rule 462(b) Registration Statement both in connection with the Commission in compliance with Rule 462(b) offering and sale of the Rules Shares and Regulations by 10:00 p.m., Washington, D.C. time, on for such period of time thereafter as the date of this Agreement, and the Company shall at the time of filing, either pay to the Commission the filing fee for the Rule 462(b) Registration Statement or give irrevocable instructions for the payment of such fee pursuant to Rule 111(b) of the Rules and Regulations. (d) If, at any time when a Prospectus relating to the Shares is required by the Act to be delivered under the Act, in connection with sales by any Underwriter or dealer. If during such period of time any event occurs as a result of which, shall occur that in the judgment of the Company or in the opinion of counsel for the Underwriters, Underwriters is required to be set forth in the Registration Statement Prospectus or the Prospectus, as then amended or supplemented, would include any untrue statement of a material fact or omit to state a material fact necessary should be set forth therein in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if for any other reason it is necessary at any time to supplement or amend or supplement the Registration Statement or the Prospectus to comply with the Act or the Rules and Regulations, the Company will promptly notify the Representative thereof and, subject to Section 4(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. (e) The Company will furnish to the Representative, without charge, two (2) signed copies of the Registration Statement and of any post-effective amendment thereto, including financial statements and schedules, and all exhibits thereto and will furnish to the Representative, without charge, for transmittal to each of the other Underwriters, copies of the Registration Statement and any post-effective amendment thereto, including financial statements and schedules but without exhibits. (f) The Company will comply with all the provisions of all undertakings contained in the Registration Statement. (g) On the Effective Date, and thereafter from time to time for such period as the Prospectus is required by the Act to be delivered, the Company will deliver to each of the Underwriters, without charge, as many copies of the Prospectus or any amendment or supplement thereto as the Representative may reasonably request. The Company consents to the use of the Prospectus or any amendment or supplement thereto by the several Underwriters and by all dealers to whom the Shares may be sold, both in connection with the offering or sale of the Shares and for any period of time thereafter during which the Prospectus is required by law to be delivered in connection therewith. If during such period of time any event shall occur which in the judgment of the Company or counsel to the Underwriters should be set forth in the Registration Statement or 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 Registration Statement or the Prospectus to comply with law, the Company will forthwith prepare and duly and, subject to the provisions of paragraph (d) above, file with the Commission an appropriate supplement or amendment thereto, thereto and deliver will expeditiously furnish to each of the Underwriters, without charge, such Underwriters and dealers a reasonable number of copies thereof as the Representative may reasonably requestthereof. (hf) Prior to any public offering of the Shares by the Underwriters, the The Company will cooperate with you and with counsel for the Representative and its counsel Underwriters in connection with the registration or qualification of the Shares for offer offering and sale by the several Underwriters and by dealers under the securities or blue sky Blue Sky laws of such jurisdictions as the Representative you may reasonably requestdesignate and will file such consents to service of process or other documents necessary or appropriate in order to effect such registration or qualification; provided, however, provided that in no event shall the Company be obligated to qualify to do business in any jurisdiction where it is not now so qualified or to take any action which would subject it to general service of process in suits, other than those arising out of the offering or sale of the Shares, in any jurisdiction where it is not now so subject. (i) During the period of five (5) 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. (jg) The Company will make generally available to its security holders a consolidated earnings statement, which need not be audited, covering a twelve-month period commencing after the effective date of its securitiesthe Registration Statement and ending not later than 15 months thereafter, as soon as may be practicablepracticable after the end of such period, but in no event later than the last day of the fifteenth (15th) full calendar month following the calendar quarter in which the Effective Date falls, a consolidated earnings statement (which need not be audited but shall be in reasonable detail) for a period of twelve (12) months commencing after the Effective Date, and satisfying satisfy the provisions of Section 11(a) of the Act (including Rule 158 of the Rules and Regulations)Act. (kh) During the period of five years after the date of this Agreement, the Company will (i) make generally available a copy of each report of the Company mailed to stockholders or filed with the Commission or the Nasdaq National Market and will promptly notify you of such mailing or filing and (ii) furnish to you from time to time such other information concerning the Company and its Subsidiaries (as defined herein) as you may request. (i) If this Agreement shall terminate or shall be terminated after execution pursuant to any provisions hereof (otherwise than pursuant to the second paragraph of Section 10 hereof or by notice given by you terminating this Agreement pursuant to Section 10 or Section 11 hereof) or if this Agreement shall be terminated by the Underwriters because of any failure or refusal on the part of the Company to comply with the terms or fulfill any of the conditions of this Agreement, the Company agrees to negotiate in good faith regarding the reimbursement to the Underwriters for out-of-pocket expenses (including fees and expenses of counsel for the Underwriters) incurred by the Underwriters in connection herewith. (j) The Company will apply the net proceeds from the offering and sale of the Shares substantially in accordance with the manner description set forth in the Prospectus. (k) If Rule 430A of the Act is employed, the Company will timely file the Prospectus pursuant to Rule 424(b) under "Use the Act and will advise you of Proceedsthe time and manner of such filing." (l) The Company will use its best efforts to have the Shares listed, subject to notice of issuance, on the Nasdaq National Market as of the Closing Date. (m) For a period of 90 days after the date hereof (the "Lock-up Period"), the Company will not, without the prior written consent of Xxxxxxx Xxxxx Barney Inc., offer, sell, contract to sell or otherwise dispose of any shares of common stock of the Company (or any securities convertible into, exercisable or exchangeable for common stock of the Company) or grant any options or warrants to purchase common stock of the Company, or announce any intention to do any of the foregoing, except for agreements, transactions or activities in connection with (i) sales to the Underwriters pursuant to this Agreement; (ii) the issuance of shares to Adelphia, members of the immediate family of Xxxx Xxxxx or entities controlled directly or indirectly by one or more of them; (iii) the issuance of options or grants of shares under the Company's employee benefit, stock option or stock plans now or hereafter in existence; (iv) the issuance of shares pursuant to the exercise of warrants and options described in clauses (iii) and (v); (v) the issuance of shares of Class B Common Stock upon the exercise of outstanding Class B Warrants (as defined in the Prospectus); (vi) the issuance of shares upon the conversion of Class B Common Stock; (vii) any private placement of capital stock of the Company; provided that such capital stock shall remain "restricted securities" (as defined in Rule 144(a)(3) of the Act) for any remaining portion of the Lock-up Period; and (viii) any issuance of shares in connection with a bona fide acquisition of telecommunications assets or an entity in the telecommunications business. (n) The Company has furnished or will furnish to you "lock-up" letters, in form and substance satisfactory to you, signed by the Parent and each of the Company's stockholders specified on Schedule II hereto. (o) Except as stated in this Agreement and the Prospectus, the Company has not at any timetaken, nor will it take, directly or indirectly, take any action intended, designed to or which that might reasonably be expected, expected to cause or result in, in stabilization or which will constitute, stabilization manipulation of the price of the shares of Common Stock to facilitate the sale or resale of any of the Shares. (p) The Company will use its best efforts to have the Common Stock listed, subject to notice of issuance, on the Nasdaq National Market concurrently with the effectiveness of the Registration Statement.

Agreements of the Company. The Company covenants and agrees with each of the several Underwriters Underwriter as follows: (a) The Company will notIf, either prior to at the Effective Date or thereafter during such period as the Prospectus time this Agreement is required by law to be delivered in connection with sales of the Shares by an Underwriter or dealerexecuted and delivered, file any it is necessary for a post-effective amendment or supplement to the Registration Statement or to be declared effective before the Prospectus, unless a copy thereof shall first have been submitted to offering of the Representative within a reasonable period of time prior to the filing thereof and the Representative shall not have objected thereto in good faith. (b) If the Registration Statement is not yet effectiveShares may commence, the Company will use its best efforts endeavor to cause the Registration Statement such post-effective amendment to become effective not later than the time indicated in Section 6(a) hereof. The Company as soon as possible and will notify the Representative promptlyadvise you promptly and, and if requested by you, will confirm such advice in writing, (i) when the Registration Statement has become effective and when any such post-effective amendment thereto becomes has become effective; . (iib) The Company will advise you promptly and, if requested by you, will confirm such advice in writing: of any request by the Commission for amendments amendment of or supplements a supplement 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 of the suspension of qualification of the Shares for offering or sale in any jurisdiction or the initiation of any proceedings proceeding for that purpose such purpose; and within the period of time referred to in paragraph (e) below, of any change in the Company's condition (financial or the threat thereof; (iv) other), business, prospects, properties, net worth or results of operations, or of the happening of any event during the period mentioned in the first sentence of Section 4(g) that in the judgment of the Company event, which makes any statement of a material fact made in the Registration Statement or the Prospectus (as then amended or supplemented) untrue or that which requires the making of any additions to or changes in the Registration Statement or the Prospectus (as then amended or supplemented) in order to state a material fact required by the Act or the regulations thereunder to be stated therein or necessary in order to make the statements thereintherein not misleading, in light or of the circumstances in which they are made, not misleading; and necessity to amend or supplement the Prospectus (vas then amended or supplemented) of receipt by to comply with the Company Act 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, or the Prospectuslaw. If at any time the Commission shall issue any stop order suspending the effectiveness of the Registration Statement, the Company will make every reasonable effort to obtain the withdrawal of such order at the earliest possible moment. time. (c) The Company will prepare furnish to you, without charge, (i) as many signed copies of the Registration Statement as originally filed with the Commission and of each amendment thereto, including financial statements and all exhibits thereto as you may reasonably request, (ii) such number of conformed copies of the Registration Statement as originally filed and of each amendment thereto, but without exhibits, as you may reasonably request, (iii) such number of copies of the Incorporated Documents, without exhibits, as you may reasonably request, and (iv) five copies of the exhibits to the Incorporated Documents. (d) The Company will not file any amendment to the Registration Statement or make any amendment or supplement to the Prospectus or, prior to the end of the period of time referred to in the first sentence in subsection (e) below, file any document which upon filing, becomes an Incorporated Document, of which you shall not previously have been advised or to which, after you shall have received a form approved by copy of the Representative and will file such Prospectus pursuant document proposed to Rule 424(bbe filed, you shall reasonably object. (e) under the Act not later than the Commission's close of business on the second business day following As soon after the execution and delivery of this Agreement or, if applicable, as possible and thereafter from time to time for such earlier time period as may be in the opinion of counsel for the Underwriter a prospectus is required by Rule 430A(a)(3) under the Act. If Act to be delivered in connection with sales by the Company has omitted Underwriter or any information from the Registration Statement pursuant to Rule 430Adealer, the Company will expeditiously deliver to the Underwriter and each dealer, without charge, as many copies of the Prospectus (and of any amendment or supplement thereto) as you may reasonably request. Subject to the provisions of subsection (g) below, the Company consents to the use its best efforts to comply of the Prospectus (and of any amendment or supplement thereto) in accordance with the provisions of the Act and make all requisite filings with the Commission pursuant to said Rule 430A and to notify the Representative promptly of all such filings. (c) If the Company elects to rely upon Rule 462(b) securities or Blue Sky laws or real estate syndication laws of the Rules jurisdictions in the United States in which the Shares are offered by the Underwriter and Regulationsby all dealers to whom Shares may be sold, the Company shall file the Rule 462(b) Registration Statement both in connection with the Commission in compliance with Rule 462(b) offering and sale of the Rules Shares and Regulations by 10:00 p.m., Washington, D.C. time, on for such period of time thereafter as the date of this Agreement, and the Company shall at the time of filing, either pay to the Commission the filing fee for the Rule 462(b) Registration Statement or give irrevocable instructions for the payment of such fee pursuant to Rule 111(b) of the Rules and Regulations. (d) If, at any time when a Prospectus relating to the Shares is required by the Act to be delivered under in connection with sales by the Act, Underwriter or any dealer. If during such period of time any event occurs as a result of which, shall occur that in the judgment of the Company or in the opinion of counsel for the Underwriters, Underwriter is required to be set forth in the Registration Statement or the Prospectus, Prospectus (as then amended or supplemented, would include any untrue statement of a material fact ) or omit to state a material fact necessary should be set forth therein in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if for any other reason it is necessary at any time to amend or supplement the Registration Statement or the Prospectus to comply with the Act or the Rules and Regulations, the Company will promptly notify the Representative thereof and, subject to Section 4(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. (e) The Company will furnish to the Representative, without charge, two (2) signed copies of the Registration Statement and of any post-effective amendment thereto, including financial statements and schedules, and all exhibits thereto and will furnish to the Representative, without charge, for transmittal to each of the other Underwriters, copies of the Registration Statement and any post-effective amendment thereto, including financial statements and schedules but without exhibits. (f) The Company will comply with all the provisions of all undertakings contained in the Registration Statement. (g) On the Effective Date, and thereafter from time to time for such period as the Prospectus is required by the Act to be delivered, the Company will deliver to each of the Underwriters, without charge, as many copies of the Prospectus or any amendment or supplement thereto as the Representative may reasonably request. The Company consents to the use of the Prospectus or any amendment or supplement thereto by the several Underwriters and by all dealers to whom the Shares may be sold, both in connection with the offering or sale of the Shares and for any period of time thereafter during which the Prospectus is required by law to be delivered in connection therewith. If during such period of time any event shall occur which in the judgment of the Company or counsel to the Underwriters should be set forth in the Registration Statement or 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 Registration Statement Prospectus (or to file under the Prospectus Exchange Act any document which, upon filing, becomes an Incorporated Document) in order to comply with the Act or any other law, the Company will forthwith prepare and duly and, subject to the provisions of paragraph (d) above, file with the Commission an appropriate supplement or amendment theretothereto (or to such document), and deliver will expeditiously furnish to each of the Underwriters, without charge, such Underwriter and any dealers a reasonable number of copies thereof as thereof. In the Representative may reasonably requestevent that the Company and you agree that the Prospectus should be amended or supplemented, the Company, if requested by you, will promptly issue a press release announcing or disclosing the matters to be covered by the proposed amendment or supplement. (hf) Prior to any public offering of the Shares by the Underwriters, the The Company will cooperate with you and with counsel for the Representative and its counsel Underwriter in connection with the registration or qualification of the Shares for offer offering and sale by the Underwriter and by any dealers under the securities or blue sky Blue Sky laws or real estate syndication laws of such jurisdictions as the Representative you may reasonably requestdesignate and will file such consents to service of process or other documents necessary or appropriate in order to effect such registration or qualification; provided, however, provided that in no event shall the Company be obligated to qualify to do business in any jurisdiction where it is not now so qualified or to take any action which would subject it to general service of process in suits, other than those arising out of the offering or sale of the Shares, in any jurisdiction where it is not now so subject. (i) During the period of five (5) 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. (jg) The Company will make generally available to its security holders a consolidated earnings statement, which need not be audited, covering a twelve-month period commencing after the effective date of its securitiesthe Registration Statement and ending not later than 15 months thereafter, as soon as may be practicablepracticable after the end of such period, but in no event later than the last day of the fifteenth (15th) full calendar month following the calendar quarter in which the Effective Date falls, a consolidated earnings statement (which need not be audited but shall be in reasonable detail) for a period of twelve (12) months commencing after the Effective Date, and satisfying satisfy the provisions of Section 11(a) of the Act (including Rule 158 of the Rules and Regulations)Act. (kh) The Company will furnish to its shareholders, as soon as practicable after the end of each respective period, annual reports (including financial statements audited by independent public accountants) and unaudited quarterly reports of operations for each of the first three quarters of the fiscal year, and during the period of three years hereafter, the Company will furnish to you concurrently with mailing or filing, a copy of each report of the Company mailed to shareholders or filed with the Commission, and from time to time such other information concerning the Company as you may reasonably request. (i) If this Agreement shall terminate or shall be terminated after execution pursuant to any provisions hereof (otherwise than by notice given by you terminating this Agreement pursuant to Section 10 or Section 11 hereof) or if this Agreement shall be terminated by the Underwriter because of any failure or refusal on the part of the Company to comply with the terms or fulfill any of the conditions of this Agreement to be complied with or fulfilled by the Company, the Company agrees to reimburse you for all reasonable out-of-pocket expenses (including fees and expenses of your counsel) incurred by you in connection with this Agreement. (j) The Company will apply the net proceeds from the offering and sale of the Shares substantially in accordance with the manner description set forth in under the Prospectus under caption "Use of Proceeds" in the Prospectus." (k) The Company will timely file the Prospectus pursuant to Rule 424(b) under the Act and will advise you of the time and manner of such filing. (l) The Except as stated in this Agreement and in the Prospectus, the Company has not taken, nor will not at any timeit take, directly or indirectly, take any action intended, designed to or which that might reasonably be expected, expected to cause or result in, in stabilization or which will constitute, stabilization manipulation of the price of the shares of Common Stock to facilitate the sale or resale of any of the Shares. (m) The Company will use its best efforts to list the Shares on the NYSE.

Agreements of the Company. The Company covenants and agrees with each of the several Underwriters as follows: (a) The Company will not, either prior to the Effective Date or thereafter during such period as the Prospectus is required by law to be delivered in connection with sales of the Shares by an Underwriter or dealer, file any amendment or supplement to the Registration Statement or the Prospectus, unless a copy thereof shall first have been submitted to the Representative within a reasonable period of time prior to the filing thereof and the Representative shall not have objected thereto in good faith. (b) If the Registration 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 6(a) hereof. The Company will notify the Representative promptly, and will confirm such advice in writing, (i) when the Registration Statement has become effective and when any post-effective amendment thereto becomes effective; , (ii) of any request by the Commission for amendments or supplements to the Registration Statement or the Prospectus or for additional information; , (iii) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for that purpose or the threat 11 11 thereof; , (iv) of the happening of any event during the period mentioned in the first sentence of Section 4(g) that in the judgment of the Company makes any statement of a material fact made in the Registration Statement or the Prospectus untrue or that requires the making of any changes in the Registration Statement or the Prospectus in order to make the statements therein, in light of the circumstances 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, Prospectus or the Prospectus. If at any time the Commission shall issue any order suspending the effectiveness of the Registration Statement, the Company will make every reasonable effort to obtain the withdrawal of such order at the earliest possible moment. 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 430A, the Company will use its best efforts to comply with the provisions of and make all requisite filings with the Commission pursuant to said Rule 430A and to notify the Representative promptly of all such filings. (c) If the Company elects to rely upon Rule 462(b) of the Rules and Regulations, the Company shall file the Rule 462(b) Registration Statement with the Commission in compliance with Rule 462(b) of the Rules and Regulations 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 the Rule 462(b) Registration Statement or give irrevocable instructions for the payment of such fee pursuant to Rule 111(b) of the Rules and Regulations. (d) If, at any time when a Prospectus relating to the Shares is required to be delivered under the Act, any event occurs as a result of which, in the judgment of the Company or in the opinion of counsel for the Underwriters, the Registration Statement or the Prospectus, as then amended or 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 circumstances 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 or the Prospectus to comply with the Act or the Rules and Regulations, the Company will promptly notify the Representative thereof and, subject to Section 4(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. (e) The Company will furnish to the Representative, without charge, two (2) signed copies of the Registration Statement and of any post-effective amendment thereto, including financial statements and schedules, and all exhibits thereto and will furnish to the Representative, 12 12 without charge, for transmittal to each of the other Underwriters, copies of the Registration Statement and any post-effective amendment thereto, including financial statements and schedules but without exhibits. (f) The Company will comply with all the provisions of all undertakings contained in the Registration Statement. (g) On the Effective Date, and thereafter from time to time for such period as the Prospectus is required by the Act to be delivered, the Company will deliver to each of the Underwriters, without charge, as many copies of the Prospectus or any amendment or supplement thereto as the Representative may reasonably request. The Company consents to the use of the Prospectus or any amendment or supplement thereto by the several Underwriters and by all dealers to whom the Shares may be sold, both in connection with the offering or sale of the Shares and for any period of time thereafter during which the Prospectus is required by law to be delivered in connection therewith. If during such period of time any event shall occur which in the judgment of the Company or counsel to the Underwriters should be set forth in the Registration Statement or 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 or the Prospectus to comply with law, the Company will forthwith prepare and duly file with the Commission an appropriate supplement or amendment thereto, and deliver to each of the Underwriters, without charge, such number of copies thereof as the Representative may reasonably request. (h) Prior to any public offering of the Shares by the Underwriters, the Company will cooperate with the Representative and its counsel in connection with the registration or qualification of the Shares for offer and sale under the securities or blue sky laws of such jurisdictions as the Representative may reasonably 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 which would subject it to general service of process in any jurisdiction where it is not now so subject. (i) During the period of five (5) 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. (j) The Company will make generally available to holders of its securities, as soon as may be practicable, but in no event later than the last day of the fifteenth (15th) full calendar month following the calendar quarter in which the Effective Date falls, a consolidated earnings statement (which need not be audited but shall be in reasonable detail) for a period of twelve (12) 12 months commencing 13 13 after the Effective Date, and satisfying the provisions of Section 11(a) of the Act (including Rule 158 of the Rules and Regulations). (k) The Company will apply the net proceeds from the offering and sale of the Shares in the manner set forth in the Prospectus under "Use of Proceeds." (l) The Company will not 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 Preferred Stock to facilitate the sale or resale of any of the Shares.

Agreements of the Company. The Company covenants and agrees with each of the several Underwriters as follows: (a) The Company will not, either prior to the Effective Date or thereafter during such period as the Prospectus is required by law to be delivered in connection with sales of the Shares by an Underwriter or dealer, file any amendment or supplement to the Registration Statement or the Prospectus, unless a copy thereof shall first have been submitted to the Representative Representatives within a reasonable period of time prior to the filing thereof and the Representative Representatives shall not have objected thereto in good faith. (b) If the Registration 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 6(a) hereof. The Company will notify the Representative Representatives promptly, and will confirm such advice in writing, (i) when the Registration Statement has become effective and when any post-effective amendment thereto becomes effective; , (ii) of any request by the Commission for amendments or supplements to the Registration Statement or the Prospectus or for additional information; , (iii) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for that purpose or the threat thereof; , (iv) of the happening of any event during the period mentioned in the first second sentence of Section 4(g4(e) that in the judgment of the Company makes any statement of a material fact made in the Registration Statement or the Prospectus contain an untrue statement of a material fact or that requires the making of omit to state any changes in the Registration Statement or the Prospectus material fact necessary in order to make the statements therein, in the light of the circumstances in 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, or the Prospectus. misleading If at any time the Commission shall issue any order suspending the effectiveness of the Registration Statement, the Company will make every reasonable effort to obtain the withdrawal of such order at the earliest possible moment. 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 430A430A of the Rules and Regulations, the Company will use its best efforts to comply with the provisions of and make all requisite filings with the Commission pursuant to said Rule 430A and to notify the Representative Representatives promptly of all such filings. (c) . If the Company elects to rely upon Rule 462(b) of under the Rules and RegulationsAct, the Company shall file the a registration statement under Rule 462(b) Registration Statement with the Commission in compliance with Rule 462(b) of the Rules and Regulations 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, filing either pay to the Commission the filing fee for the such Rule 462(b) Registration Statement registration statement or give irrevocable instructions for the payment of such fee pursuant to Rule 111(b) of the Rules and Regulations. (d) If, at any time when a Prospectus relating to the Shares is required to be delivered under the Act, any event occurs as a result of which, in the judgment of the Company or in the opinion of counsel for the Underwriters, the Registration Statement or the Prospectus, as then amended or 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 circumstances under which they were made, not misleading, or if for any other reason it is necessary at any time to amend or supplement the Registration Statement or the Prospectus to comply with the Act or the Rules and Regulations, the Company will promptly notify the Representative thereof and, subject to Section 4(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. (ec) The Company will furnish to the each Representative, without charge, two (2) one signed copies 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 RepresentativeRepresentatives, without charge, for transmittal to each of the other Underwriters, copies a copy of the Registration Statement and any pre- or post-effective amendment thereto, including financial statements and schedules but without exhibits. (fd) The Company will comply with all the provisions of all any undertakings contained in the Registration Statement. (ge) On the Effective Date, and thereafter from time to time for such period time, so long as delivery of a prospectus by an Underwriter or dealer is, in the Prospectus is reasonable opinion of the Underwriters, required by the Act to be deliveredor the Rules and Regulations, the Company will deliver to each of the Underwriters, without charge, as many copies of the Prospectus or any amendment or supplement thereto as the Representative Representatives may reasonably request. The Company consents to the use of the Prospectus or any amendment or supplement thereto by the several Underwriters and by all dealers to whom the Shares may be sold, both in connection with the offering or sale of the Shares and for any period of time thereafter during which the Prospectus is required by law to be delivered in connection therewith. If during such period of time any event shall occur the result of which in the judgment of the Company or counsel to the Underwriters should be set forth results or would result in the Registration Statement Prospectus, as then amended or the Prospectus supplemented, including an untrue statement of material fact or omitting to state any material fact necessary 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 Registration Statement or the Prospectus to comply with lawthe Act or other applicable securities laws, 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 thereof of such supplement or amendment to the Prospectus as the Representative Representatives may reasonably request. (hf) Prior to any public offering of the Shares by the UnderwritersShares, the Company will cooperate with the Representative Representatives and its counsel to the Underwriters in connection with the registration or qualification of the Shares for offer and sale under the securities or blue sky Blue Sky laws of such jurisdictions as the Representative Representatives may reasonably 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 which would subject it to taxation or general service of process in any jurisdiction where it is not now so subject. (ig) During the period of five (5) three years commencing on the Effective Date, the Company will furnish to the Representative Representatives and each other Underwriter who may so request copies a copy 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 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. (jh) The Company will make generally available to holders of its securities, securities as soon as may be practicable, practicable but in no event later than the last day of the fifteenth Availability Date (15thas defined below) full calendar month following the calendar quarter in which the Effective Date falls, a consolidated an earnings statement (which need not be audited but shall be in reasonable detail) for covering a period of twelve (12) 12 months commencing after the Effective Date, and satisfying Date which will satisfy the provisions of Section 11(a) of the Act (including Rule 158 of the Rules and Regulations). (k) The Company will apply . For the net proceeds from the offering and sale purpose of the Shares in preceding sentence, "Availability Date" means the manner set forth in 45th day after the Prospectus under "Use of Proceeds." (l) The Company will not 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 end of the price 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 shares Company's fiscal year, "Availability Date" means the 90th day after the end of Common Stock to facilitate the sale or resale of any of the Sharessuch fourth fiscal quarter.

Agreements of the Company. The Company covenants and agrees with each of the several Underwriters as followsand TLC that: (a) The Company will not, either prior to the Effective Date or thereafter during such period as the Prospectus is required by law to be delivered in connection with sales of the Shares by an Underwriter or dealer, file any amendment or supplement to the Registration Statement or the Prospectus, unless a copy thereof shall first have been submitted to the Representative within a reasonable period of time prior to the filing thereof and the Representative shall not have objected thereto in good faith. (b) If the Registration Statement is not yet effective, the Company will use its reasonable best efforts to cause the Company Registration Statement, if not effective at the Execution Time, and any amendment thereof, to become effective. Prior to the termination of the offering of the DECS, the Company will not file any amendment of the Company Registration Statement or supplement to the Company Prospectus or any Rule 462(b) Company Registration Statement unless the Company has furnished you a copy for your review prior to filing and, prior to the termination of the offering of the DECS, will not file any such proposed amendment or supplement to which you reasonably object. Subject to the foregoing sentence, if the Company Registration Statement has become or becomes effective not later than pursuant to Rule 430A, or filing of the Company Prospectus is otherwise required under Rule 424(b), the Company will cause the Company Prospectus, properly completed, and any supplement thereto to be filed with the Commission pursuant to the applicable paragraph of Rule 424(b) within the time indicated in Section 6(a) hereofperiod prescribed and will provide evidence satisfactory to the Representatives of such timely filing. The Company will notify promptly advise the Representative promptly, and will confirm such advice in writing, Representatives (i1) when the Company Registration Statement, if not effective at the Execution Time, shall have become effective, (2) when the Company Prospectus, and any supplement thereto, shall have been filed (if required) with the Commission pursuant to Rule 424(b) or when any Rule 462(b) Company Registration Statement has shall have been filed with the Commission, (3) when, prior to termination of the offering of the Securities, any amendment to the Company Registration Statement shall have been filed or become effective and when any post-effective amendment thereto becomes effective; , (ii4) of any request by the Commission or its staff for amendments any amendment of the Company Registration Statement, or supplements any Rule 462(b) Company Registration Statement, or for any supplement to the Registration Statement or the Company Prospectus or for any additional information; , (iii5) of the issuance by the Commission of any stop order suspending the effectiveness of the Company Registration Statement or the initiation institution or threatening of any proceedings proceeding for that purpose or the threat thereof; and (iv6) of the happening of any event during the period mentioned in the first sentence of Section 4(g) that in the judgment of the Company makes any statement of a material fact made in the Registration Statement or the Prospectus untrue or that requires the making of any changes in the Registration Statement or the Prospectus in order to make the statements therein, in light of the circumstances in which they are made, not misleading; and (v) of receipt by the Company or of any representative or attorney notification with respect to the suspension of the Company qualification of the DECS for sale in any jurisdiction or the institution or threatening of any other communication from the Commission relating to the Company, the Registration Statement, any Preliminary Prospectus, or the Prospectus. If at any time the Commission shall issue any order suspending the effectiveness of the Registration Statement, the Company will make every reasonable effort to obtain the withdrawal of proceeding for such order at the earliest possible momentpurpose. 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 430A, the Company will use its best efforts to comply with prevent the provisions issuance of and make all requisite filings with any such stop order or the Commission pursuant suspension of any such qualification and, if issued, to said Rule 430A and to notify obtain as soon as possible the Representative promptly of all such filingswithdrawal thereof. (c) If the Company elects to rely upon Rule 462(b) of the Rules and Regulations, the Company shall file the Rule 462(b) Registration Statement with the Commission in compliance with Rule 462(b) of the Rules and Regulations 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 the Rule 462(b) Registration Statement or give irrevocable instructions for the payment of such fee pursuant to Rule 111(b) of the Rules and Regulations. (db) If, at any time when a Prospectus prospectus relating to the Shares DECS is required to be delivered under the Act, any event occurs as a result of which, in the judgment of the Company or in the opinion of counsel for the Underwriters, the Registration Statement or the Prospectus, as then amended or 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 circumstances under which they were made, not misleading, or if for any other reason it is necessary at any time to amend or supplement the Registration Statement or the Prospectus to comply with the Act or the Rules and Regulations, the Company will promptly notify the Representative thereof and, subject to Section 4(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. (e) The Company will furnish to the Representative, without charge, two (2) signed copies of the Registration Statement and of any post-effective amendment thereto, including financial statements and schedules, and all exhibits thereto and will furnish to the Representative, without charge, for transmittal to each of the other Underwriters, copies of the Registration Statement and any post-effective amendment thereto, including financial statements and schedules but without exhibits. (f) The Company will comply with all the provisions of all undertakings contained in the Registration Statement. (g) On the Effective Date, and thereafter from time to time for such period as the Prospectus is required by the Act to be delivered, the Company will deliver to each of the Underwriters, without charge, as many copies of the Prospectus or any amendment or supplement thereto as the Representative may reasonably request. The Company consents to the use of the Prospectus or any amendment or supplement thereto by the several Underwriters and by all dealers to whom the Shares may be sold, both in connection with the offering or sale of the Shares and for any period of time thereafter during which the Prospectus is required by law to be delivered in connection therewith. If during such period of time any event shall occur which in the judgment of the Company or counsel to the Underwriters should be set forth in the Registration Statement or 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 Registration Statement or the Prospectus to comply with law, the Company will forthwith prepare and duly file with the Commission an appropriate supplement or amendment thereto, and deliver to each of the Underwriters, without charge, such number of copies thereof as the Representative may reasonably request. (h) Prior to any public offering of the Shares by the Underwriters, the Company will cooperate with the Representative and its counsel in connection with the registration or qualification of the Shares for offer and sale under the securities or blue sky laws of such jurisdictions as the Representative may reasonably 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 which would subject it to general service of process in any jurisdiction where it is not now so subject. (i) During the period of five (5) 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. (j) The Company will make generally available to holders of its securities, as soon as may be practicable, but in no event later than the last day of the fifteenth (15th) full calendar month following the calendar quarter in which the Effective Date falls, a consolidated earnings statement (which need not be audited but shall be in reasonable detail) for a period of twelve (12) months commencing after the Effective Date, and satisfying the provisions of Section 11(a) of the Act (including Rule 158 of the Rules and Regulations). (k) The Company will apply the net proceeds from the offering and sale of the Shares in the manner set forth in the Prospectus under "Use of Proceeds." (l) The Company will not 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.

Agreements of the Company. The Company covenants and agrees with each of the several Underwriters as follows: (a) The Company will notIf, either prior to at the Effective Date or thereafter during such period as the Prospectus time this Agreement is required by law to be delivered in connection with sales of the Shares by an Underwriter or dealerexecuted and delivered, file any amendment or supplement to it is necessary for the Registration Statement or a post-effective amendment thereto to be declared effective before the Prospectus, unless a copy thereof shall first have been submitted to offering of the Representative within a reasonable period of time prior to the filing thereof and the Representative shall not have objected thereto in good faith. (b) If the Registration Statement is not yet effectiveShares may commence, the Company will use its best efforts endeavor to cause the Registration Statement or such post-effective amendment to become effective not later than the time indicated in Section 6(a) hereof. The Company as soon as possible and will notify the Representative promptlyadvise you promptly and, and if requested by you, will confirm such advice in writing, (i) when the Registration Statement has become effective and when any or such post-effective amendment thereto becomes has become effective; . (iib) The Company will advise you promptly and, if requested by you, will confirm such advice in writing: (i) of any request by the Commission for amendments amendment of or supplements a supplement to the Registration Statement Statement, any Prepricing Prospectus or the Prospectus or for additional information; (iiiii) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of the suspension of qualification of the Shares for offering or sale in any jurisdiction or the initiation of any proceedings proceeding for that purpose such purpose; and (iii) within the period of time referred to in paragraph (f) below, of any change in the Company's condition (financial or the threat thereof; (iv) other), business, prospects, properties, net worth or results of operations, or of the happening of any event during the period mentioned in the first sentence of Section 4(g) that in the judgment of the Company event, which makes any statement of a material fact made in the Registration Statement or the Prospectus (as then amended or supplemented) untrue or that which requires the making of any additions to or changes in the Registration Statement or the Prospectus (as then amended or supplemented) in order to state a material fact required by the Act or the regulations thereunder to be stated therein or necessary in order to make the statements thereintherein not misleading, in light or of the circumstances in which they are made, not misleading; and necessity to amend or supplement the Prospectus (vas then amended or supplemented) of receipt by to comply with the Company Act 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, or the Prospectuslaw. If at any time the Commission shall issue any stop order suspending the effectiveness of the Registration Statement, the Company will make every reasonable effort to obtain the withdrawal of such order at the earliest possible momenttime. (c) The Company will furnish to you, without charge, four signed copies of the registration statement as originally filed with the Commission and of each amendment thereto, including financial statements and all exhibits thereto, and will also 6 furnish to you, without charge, such number of conformed copies of the registration statement as originally filed and of each amendment thereto, but without exhibits, as you may request. (d) The Company will not (i) file any amendment to the Registration Statement or make any amendment or supplement to the Prospectus of which you shall not previously have been advised or to which you shall object after being so advised or (ii) so long as, in the opinion of counsel for the Underwriters, a Prospectus is required to be delivered in connection with sales by any Underwriter or dealer, file any information, documents or reports pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act") without delivering a copy of such information, documents or reports to you, as Representatives of the Underwriters, prior to or concurrently with such filing. (e) Prior to the execution and delivery of this Agreement, the Company has delivered to you, without charge, in such quantities as you have requested, copies of each form of the Prepricing Prospectus. The Company will prepare consents to the Prospectus use, in a form approved accordance with the provisions of the Act and with the securities or Blue Sky laws of the jurisdictions in which the Shares are offered by the Representative several Underwriters and will file such by dealers, prior to the date of the Prospectus, of each Prepricing Prospectus pursuant to Rule 424(bso furnished by the Company. (f) under the Act not later than the Commission's close of business on the second business day following As soon after the execution and delivery of this Agreement or, if applicable, as possible and thereafter from time to time for such earlier time period as may be in the opinion of counsel for the Underwriters a prospectus is required by Rule 430A(a)(3) under the Act. If the Company has omitted Act to be delivered in connection with sales by any information from the Registration Statement pursuant to Rule 430AUnderwriter or dealer, the Company will expeditiously deliver to each Underwriter and each dealer, without charge, as many copies of the Prospectus (and of any amendment or supplement thereto) as you may request. The Company consents to the use its best efforts to comply of the Prospectus (and of any amendment or supplement thereto) in accordance with the provisions of the Act and make all requisite filings with the Commission pursuant to said Rule 430A and to notify the Representative promptly of all such filings. (c) If the Company elects to rely upon Rule 462(b) securities or Blue Sky laws of the Rules jurisdictions in which the Shares are offered by the several Underwriters and Regulationsby all dealers to whom Shares may be sold, the Company shall file the Rule 462(b) Registration Statement both in connection with the Commission in compliance with Rule 462(b) offering and sale of the Rules Shares and Regulations by 10:00 p.m., Washington, D.C. time, on for such period of time thereafter as the date of this Agreement, and the Company shall at the time of filing, either pay to the Commission the filing fee for the Rule 462(b) Registration Statement or give irrevocable instructions for the payment of such fee pursuant to Rule 111(b) of the Rules and Regulations. (d) If, at any time when a Prospectus relating to the Shares is required by the Act to be delivered under the Act, in connection with sales by any Underwriter or dealer. If during such period of time any event occurs as a result of which, shall occur that in the judgment of the Company or in the opinion of counsel for the Underwriters, Underwriters is required to be set forth in the Registration Statement or the Prospectus, Prospectus (as then amended or supplemented, would include any untrue statement of a material fact ) or omit to state a material fact necessary should be set forth therein in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if for any other reason it is necessary at any time to supplement or amend or supplement the Registration Statement or the Prospectus to comply with the Act or the Rules and Regulations, the Company will promptly notify the Representative thereof and, subject to Section 4(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. (e) The Company will furnish to the Representative, without charge, two (2) signed copies of the Registration Statement and of any post-effective amendment thereto, including financial statements and schedules, and all exhibits thereto and will furnish to the Representative, without charge, for transmittal to each of the other Underwriters, copies of the Registration Statement and any post-effective amendment thereto, including financial statements and schedules but without exhibits. (f) The Company will comply with all the provisions of all undertakings contained in the Registration Statement. (g) On the Effective Date, and thereafter from time to time for such period as the Prospectus is required by the Act to be delivered, the Company will deliver to each of the Underwriters, without charge, as many copies of the Prospectus or any amendment or supplement thereto as the Representative may reasonably request. The Company consents to the use of the Prospectus or any amendment or supplement thereto by the several Underwriters and by all dealers to whom the Shares may be sold, both in connection with the offering or sale of the Shares and for any period of time thereafter during which the Prospectus is required by law to be delivered in connection therewith. If during such period of time any event shall occur which in the judgment of the Company or counsel to the Underwriters should be set forth in the Registration Statement or 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 Registration Statement or the Prospectus to comply with law, the Company will forthwith prepare and duly and, subject to the provisions of paragraph (d) above, file with the Commission an appropriate supplement or amendment thereto, and deliver will expeditiously furnish to each of the Underwriters, without charge, such Underwriters and dealers a reasonable number of copies thereof thereof. In the event that the Company and you, as Representatives of the Representative may reasonably requestseveral Underwriters, agree that the Prospectus should be amended or supplemented, the Company, if requested by you, will promptly issue a press release announcing or disclosing the matters to be covered by the proposed 7 amendment or supplement. (hg) Prior to any public offering of the Shares by the Underwriters, the The Company will cooperate with you and with counsel for the Representative and its counsel Underwriters in connection with the registration or qualification of the Shares for offer offering and sale by the several Underwriters and by dealers under the securities or blue sky Blue Sky laws of such jurisdictions as the Representative you may reasonably requestdesignate and will file such consents to service of process or other documents necessary or appropriate in order to effect such registration or qualification; provided, however, provided that in no event shall the Company be obligated to qualify to do business in any jurisdiction where it is not now so qualified or to take any action which would subject it to general service of process in suits, other than those arising out of the offering or sale of the Shares, in any jurisdiction where it is not now so subject. (i) During the period of five (5) 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. (jh) The Company will make generally available to its security holders a consolidated earnings statement, which need not be audited, covering a twelve-month period commencing after the effective date of its securitiesthe Registration Statement and ending not later than 15 months thereafter, as soon as may be practicablepracticable after the end of such period, but in no event later than the last day of the fifteenth (15th) full calendar month following the calendar quarter in which the Effective Date falls, a consolidated earnings statement (which need not be audited but shall be in reasonable detail) for a period of twelve (12) months commencing after the Effective Date, and satisfying satisfy the provisions of Section 11(a) of the Act Act. (i) During the period of five years hereafter, the Company will furnish to you (i) as soon as available, a copy of each report of the Company mailed to stockholders or filed with the Commission, and (ii) from time to time such other information of a public nature concerning the Company as you may reasonably request. (j) If this Agreement shall terminate or shall be terminated after execution pursuant to any provisions hereof (otherwise than pursuant to the second paragraph of Section 12 hereof or by notice given by you terminating this Agreement pursuant to Section 12 or Section 13 hereof) or if this Agreement shall be terminated by the Underwriters because of any failure or refusal on the part of the Company or the Selling Stockholders to comply with the terms or fulfill any of the conditions of this Agreement, the Company agrees to reimburse the Representatives for all out-of-pocket expenses (including Rule 158 fees and expenses of counsel for the Rules and Regulations)Underwriters) incurred by you in connection herewith. (k) The Company will apply the net proceeds from the offering and sale of the Shares to be sold by it hereunder substantially in accordance with the manner description set forth in the Prospectus under "Use of ProceedsProspectus." (l) If Rule 430A of the Act is employed, the Company will timely file the Prospectus pursuant to Rule 424(b) under the Act and will advise you of the time and manner of such filing. (m) The Company will not at (and except as may be disclosed in the Prospectus, will not announce or disclose any timeintention to) sell, contract to sell or otherwise transfer or dispose of any Common Stock, or any securities convertible into or exercisable or exchangeable for Common Stock, for a period of 120 days after the date of the Prospectus, without the prior written consent of Smitx Xxxxxx Xxx., other 8 than the Company's issuance of options or Common Stock under the Company's currently authorized 1994 Amended and Restated Stock Option Plan. (n) The Company has furnished or will furnish to you "lock-up" letters, in form and substance satisfactory to you, signed by each of the officers named in the Prospectus, each of its directors and each of the Selling Stockholders. (o) Except as stated in this Agreement and in the Prepricing Prospectus and Prospectus, the Company has not taken, nor will it take, directly or indirectly, take any action intended, designed to or which that might reasonably be expected, expected to cause or result in, in stabilization or which will constitute, stabilization manipulation of the price of the shares of Common Stock to facilitate the sale or resale of any of the Shares. (p) The Company will use its best efforts to have the Common Stock listed, subject to notice of issuance, on the Nasdaq National Market concurrently with the effectiveness of the registration statement.

Agreements of the Company. a. The Company covenants hereby represents and agrees with each of the several Underwriters as follows: (a) The Company will not, either prior warrants to the Effective Date or thereafter during such period as the Prospectus is required by law to be delivered in connection with sales of the Shares by an Underwriter or dealerMHR Entities that, file any amendment or supplement to the Registration Statement or the Prospectus, unless a copy thereof shall first have been submitted to the Representative within a reasonable period of time prior to the filing thereof and the Representative shall not have objected thereto in good faith. (b) If the Registration 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 6(a) hereof. The Company will notify the Representative promptly, and will confirm such advice in writing, (i) when the Registration Statement has become effective and when any post-effective amendment thereto becomes effective; (ii) of any request by the Commission for amendments or supplements to the Registration Statement or the Prospectus or for additional information; (iii) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for that purpose or the threat thereof; (iv) of the happening of any event during the period mentioned in the first sentence of Section 4(g) that in the judgment of the Company makes any statement of a material fact made in the Registration Statement or the Prospectus untrue or that requires the making of any changes in the Registration Statement or the Prospectus in order to make the statements therein, in light of the circumstances 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, or the Prospectus. If at any time the Commission shall issue any order suspending the effectiveness of the Registration Statement, the Company will make every reasonable effort to obtain the withdrawal of such order at the earliest possible moment. 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 contingent upon the execution and delivery of this Agreement orby the MHR Entities, the Board has taken all action necessary to render inapplicable the restrictions on “business combinations” set forth in DGCL 203 solely in connection with the MHR Entities and their respective affiliates and associates becoming, whether in a single transaction or multiple transactions from time to time until the end of the Standstill Period, the owner of up to an aggregate of 19.99% of the voting power of the then issued and outstanding shares of Voting Stock of the Company (the “Waiver”). However, in the event that the MHR Entities and their respective affiliates and associates become the owner of an aggregate of 20% or more of the voting power of the then issued and outstanding shares of Voting Stock of the Company during the Standstill Period, then from and after that date (the “Excess Date”), notwithstanding the Waiver, DGCL 203 shall apply as described in Section 2.b. hereof as if the MHR Entities owned 15% or more of the voting power of the then issued and outstanding shares of Voting Stock of the Company commencing on the Excess Date and there were no Waiver in effect from and after the Excess Date. Notwithstanding the foregoing, any transactions or other events, if applicableany, such earlier time that occurred during the period when the Waiver was in effect shall not be deemed to have violated or triggered the applicability of DGCL 203 prior to the Excess Date. b. During the Standstill Period, so long as may be required by Rule 430A(a)(3) under the Act. If MHR Entities are in compliance with the Company has omitted any information from the Registration Statement pursuant to Rule 430Aprovisions of Section 2 of this Agreement, the Company will use its best efforts to comply with not, without the provisions of and make all requisite filings with the Commission pursuant to said Rule 430A and to notify the Representative promptly of all such filings. (c) If the Company elects to rely upon Rule 462(b) prior written consent of the Rules and RegulationsMHR Entities, adopt a stockholder rights plan or similar “poison pill” rights plan triggered by the Company shall file the Rule 462(b) Registration Statement with the Commission in compliance with Rule 462(b) acquisition of less than 20% of the Rules and Regulations 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 the Rule 462(b) Registration Statement or give irrevocable instructions for the payment of such fee pursuant to Rule 111(b) voting power of the Rules then issued and Regulations. (d) If, at any time when a Prospectus relating to the Shares is required to be delivered under the Act, any event occurs as a result outstanding shares of which, in the judgment Voting Stock of the Company or in the opinion of counsel for the Underwriters, the Registration Statement or the Prospectus, as then amended or 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 circumstances under which they were made, not misleading, or if for any other reason it is necessary at any time to amend or supplement the Registration Statement or the Prospectus to comply with the Act or the Rules and Regulations, the Company will promptly notify the Representative thereof and, subject to Section 4(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. (e) The Company will furnish to the Representative, without charge, two (2) signed copies of the Registration Statement and of any post-effective amendment thereto, including financial statements and schedules, and all exhibits thereto and will furnish to the Representative, without charge, for transmittal to each of the other Underwriters, copies of the Registration Statement and any post-effective amendment thereto, including financial statements and schedules but without exhibits. (f) The Company will comply with all the provisions of all undertakings contained in the Registration Statement. (g) On the Effective Date, and thereafter from time to time for such period as the Prospectus is required by the Act to be delivered, the Company will deliver to each of the Underwriters, without charge, as many copies of the Prospectus or any amendment or supplement thereto as the Representative may reasonably request. The Company consents to the use of the Prospectus or any amendment or supplement thereto by the several Underwriters and by all dealers to whom the Shares may be sold, both in connection with the offering or sale of the Shares and for any period of time thereafter during which the Prospectus is required by law to be delivered in connection therewith. If during such period of time any event shall occur which in the judgment of the Company or counsel to the Underwriters should be set forth in the Registration Statement or 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 Registration Statement or the Prospectus to comply with law, the Company will forthwith prepare and duly file with the Commission an appropriate supplement or amendment thereto, and deliver to each of the Underwriters, without charge, such number of copies thereof as the Representative may reasonably request. (h) Prior to any public offering of the Shares by the Underwriters, the Company will cooperate with the Representative and its counsel in connection with the registration or qualification of the Shares for offer and sale under the securities or blue sky laws of such jurisdictions as the Representative may reasonably 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 which would subject it to general service of process in any jurisdiction where it is not now so subject. (i) During the period of five (5) 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. (j) The Company will make generally available to holders of its securities, as soon as may be practicable, but in no event later than the last day of the fifteenth (15th) full calendar month following the calendar quarter in which the Effective Date falls, a consolidated earnings statement (which need not be audited but shall be in reasonable detail) for a period of twelve (12) months commencing after the Effective Date, and satisfying the provisions of Section 11(a) of the Act (including Rule 158 of the Rules and Regulations). (k) The Company will apply the net proceeds from the offering and sale of the Shares in the manner set forth in the Prospectus under "Use of Proceeds." (l) The Company will not 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.

Agreements of the Company. The Company covenants and agrees with each of the several Underwriters as follows: (a) The Company will notIf, either prior to at the Effective Date or thereafter during such period as the Prospectus time this Agreement is required by law to be delivered in connection with sales of the Shares by an Underwriter or dealerexecuted and delivered, file any amendment or supplement to it is necessary for the Registration Statement or a post-effective amendment thereto to be declared effective before the Prospectus, unless a copy thereof shall first have been submitted to offering of the Representative within a reasonable period of time prior to the filing thereof and the Representative shall not have objected thereto in good faith. (b) If the Registration Statement is not yet effectiveShares may commence, the Company will use its best efforts endeavor to cause the Registration Statement or such post-effective amendment to become effective not later than the time indicated in Section 6(a) hereof. The Company as soon as possible and will notify the Representative promptlyadvise you promptly and, and if requested by you, will confirm such advice in writing, (i) when the Registration Statement has become effective and when any or such post-effective amendment thereto becomes has become effective; . (iib) The Company will advise you promptly and, if requested by you, will confirm such advice in writing: (i) of any request by the Commission for amendments amendment of or supplements a supplement to the Registration Statement Statement, any Prepricing Prospectus or the Prospectus or for additional information; (iiiii) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of the suspension of qualification of the Shares for offering or sale in any jurisdiction or the initiation of any proceedings proceeding for that purpose such purpose; and (iii) within the period of time referred to in paragraph (f) below, of any change in the Company's condition (financial or the threat thereof; (iv) other), business, prospects, properties, net worth or results of operations, or of the happening of any event during the period mentioned in the first sentence of Section 4(g) that in the judgment of the Company event, which makes any statement of a material fact made in the Registration Statement or the Prospectus (as then amended or supplemented) untrue or that which requires the making of any additions to or changes in the Registration Statement or the Prospectus (as then amended or supplemented) in order to state a material fact required by the Act or the regulations thereunder to be stated therein or necessary in order to make the statements thereintherein not misleading, in light or of the circumstances in which they are made, not misleading; and necessity to amend or supplement the Prospectus (vas then amended or supplemented) of receipt by to comply with the Company Act 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, or the Prospectuslaw. If at any time the Commission shall issue any stop order suspending the effectiveness of the Registration Statement, the Company will make every reasonable effort to obtain the withdrawal of such order at the earliest possible momenttime. (c) The Company will furnish to you, without charge, (i) four signed copies of the registration statement as originally filed with the Commission and of each amendment thereto, including financial statements and all exhibits to the registration statement, (ii) such number of conformed copies of the registration statement as originally filed and of each amendment thereto, but without exhibits, as you may request, (iii) such number of copies of the Incorporated Documents, without exhibits, as you may request, and (iv) four copies of the exhibits to the Incorporated Documents. (d) The Company will not (i) file any amendment to the Registration Statement or make any amendment or supplement to the Prospectus of which you shall not previously have been advised or to which you shall object after being so advised or (ii) so long as, in the opinion of counsel for the Underwriters, a Prospectus is required to be delivered in connection with sales by any Underwriter or dealer, file any information, documents or reports pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act") without delivering a copy of such information, documents or reports to you, as representatives of the Underwriters, prior to or concurrently with such filing. (e) Prior to the execution and delivery of this Agreement, the Company has delivered to you, without charge, in such quantities as you have requested, copies of each form of the Prepricing Prospectus. The Company will prepare consents to the Prospectus use, in a form approved accordance with the provisions of the Act and with the securities or Blue Sky laws of the jurisdictions in which the Shares are offered by the Representative several Underwriters and will file such by dealers, prior to the date of the Prospectus, of each Prepricing Prospectus pursuant to Rule 424(bso furnished by the Company. (f) under the Act not later than the Commission's close of business on the second business day following As soon after the execution and delivery of this Agreement or, if applicable, as possible and thereafter from time to time for such earlier time period as may be in the opinion of counsel for the Underwriters a prospectus is required by Rule 430A(a)(3) under the Act. If the Company has omitted Act to be delivered in connection with sales by any information from the Registration Statement pursuant to Rule 430AUnderwriter or dealer, the Company will expeditiously deliver to each Underwriter and each dealer, without charge, as many copies of the Prospectus (and of any amendment or supplement thereto) as you may request. The Company consents to the use its best efforts to comply of the Prospectus (and of any amendment or supplement thereto) in accordance with the provisions of the Act and make all requisite filings with the Commission pursuant to said Rule 430A and to notify the Representative promptly of all such filings. (c) If the Company elects to rely upon Rule 462(b) securities or Blue Sky laws of the Rules jurisdictions in which the Shares are offered by the several Underwriters and Regulationsby all dealers to whom Shares may be sold, the Company shall file the Rule 462(b) Registration Statement both in connection with the Commission in compliance with Rule 462(b) offering and sale of the Rules Shares and Regulations by 10:00 p.m., Washington, D.C. time, on for such period of time thereafter as the date of this Agreement, and the Company shall at the time of filing, either pay to the Commission the filing fee for the Rule 462(b) Registration Statement or give irrevocable instructions for the payment of such fee pursuant to Rule 111(b) of the Rules and Regulations. (d) If, at any time when a Prospectus relating to the Shares is required by the Act to be delivered under the Act, in connection with sales by any Underwriter or dealer. If during such period of time any event occurs as a result of which, shall occur that in the judgment of the Company or in the opinion of counsel for the Underwriters, Underwriters is required to be set forth in the Registration Statement or the Prospectus, Prospectus (as then amended or supplemented, would include any untrue statement of a material fact ) or omit to state a material fact necessary should be set forth therein in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if for any other reason it is necessary at any time to supplement or amend or supplement the Registration Statement or the Prospectus to comply with the Act or the Rules and Regulations, the Company will promptly notify the Representative thereof and, subject to Section 4(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. (e) The Company will furnish to the Representative, without charge, two (2) signed copies of the Registration Statement and of any post-effective amendment thereto, including financial statements and schedules, and all exhibits thereto and will furnish to the Representative, without charge, for transmittal to each of the other Underwriters, copies of the Registration Statement and any post-effective amendment thereto, including financial statements and schedules but without exhibits. (f) The Company will comply with all the provisions of all undertakings contained in the Registration Statement. (g) On the Effective Date, and thereafter from time to time for such period as the Prospectus is required by the Act to be delivered, the Company will deliver to each of the Underwriters, without charge, as many copies of the Prospectus or any amendment or supplement thereto as the Representative may reasonably request. The Company consents to the use of the Prospectus or any amendment or supplement thereto by the several Underwriters and by all dealers to whom the Shares may be sold, both in connection with the offering or sale of the Shares and for any period of time thereafter during which the Prospectus is required by law to be delivered in connection therewith. If during such period of time any event shall occur which in the judgment of the Company or counsel to the Underwriters should be set forth in the Registration Statement or 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 Registration Statement or the Prospectus to comply with law, the Company will forthwith prepare and duly and, subject to the provisions of paragraph (d) above, file with the Commission an appropriate supplement or amendment thereto, and deliver will expeditiously furnish to each of the Underwriters, without charge, such Underwriters and dealers a reasonable number of copies thereof thereof. In the event that the Company and you, as Representatives of the Representative may reasonably requestseveral Underwriters, agree that the Prospectus should be amended or supplemented, the Company, if requested by you, will promptly issue a press release announcing or disclosing the matters to be covered by the proposed amendment or supplement. (hg) Prior to any public offering of the Shares by the Underwriters, the The Company will cooperate with you and with counsel for the Representative and its counsel Underwriters in connection with the registration or qualification of the Shares for offer offering and sale by the several Underwriters and by dealers under the securities or blue sky Blue Sky laws of such jurisdictions as the Representative you may reasonably requestdesignate and will file such consents to service of process or other documents necessary or appropriate in order to effect such registration or qualification; provided, however, provided that in no event shall the Company be obligated to qualify to do business in any jurisdiction where it is not now so qualified or to take any action which would subject it to general service of process in suits, other than those arising out of the offering or sale of the Shares, in any jurisdiction where it is not now so subject. (i) During the period of five (5) 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. (jh) The Company will make generally available to its security holders a consolidated earnings statement, which need not be audited, covering a twelve-month period commencing after the effective date of its securitiesthe Registration Statement and ending not later than 15 months thereafter, as soon as may be practicablepracticable after the end of such period, but in no event later than the last day of the fifteenth (15th) full calendar month following the calendar quarter in which the Effective Date falls, a consolidated earnings statement (which need not be audited but shall be in reasonable detail) for a period of twelve (12) months commencing after the Effective Date, and satisfying satisfy the provisions of Section 11(a) of the Act Act. (i) During the period of five years hereafter, the Company will furnish to you (i) as soon as available, a copy of each report of the Company mailed to stockholders or filed with the Commission, and (ii) from time to time such other information concerning the Company as you may request. (j) If this Agreement shall terminate or shall be terminated after execution pursuant to any provisions hereof (otherwise than pursuant to the second paragraph of Section 12 hereof or by notice given by you terminating this Agreement pursuant to Section 12 or Section 13 hereof) or if this Agreement shall be terminated by the Underwriters because of any failure or refusal on the part of the Company or the Selling Stockholders to comply with the terms or fulfill any of the conditions of this Agreement, the Company agrees to reimburse the Representatives for all out-of-pocket expenses (including Rule 158 fees and expenses of counsel for the Rules and Regulations)Underwriters) incurred by you in connection herewith. (k) The Company will apply the net proceeds from the offering and sale of the Shares to be sold by it hereunder substantially in accordance with the manner description set forth in the Prospectus under "Use of ProceedsProspectus." (l) The If Rule 430A of the Act is employed, the Company will timely file the Prospectus pursuant to Rule 424(b) under the Act and will advise you of the time and manner of such filing. (m) Except as provided in this Agreement, the Company will not at sell, contract to sell or otherwise dispose of any timeCommon Stock or any securities convertible into or exercisable or exchangeable for Common Stock, or grant any options or warrants to purchase Common Stock, except pursuant to its 1993 Employee Stock Purchase Plan, 1993 Incentive Stock Option Plan and 1993 Director Stock Option Plan, for a period of 90 days after the date of the Prospectus, without the prior written consent of Xxxxx Xxxxxx Inc. (n) The Company has furnished or will furnished to you "lock-up" letters, in form and substance satisfactory to you, signed by each of its current officers and directors and each of its stockholders designated by you. (o) Except as stated in this Agreement and in the Prepricing Prospectus and Prospectus, the Company has not taken, nor will it take, directly or indirectly, take any action intended, designed to or which that might reasonably be expected, expected to cause or result in, in stabilization or which will constitute, stabilization manipulation of the price of the shares of Common Stock to facilitate the sale or resale of any of the Shares. (p) The Company will use its best efforts to have the shares of Common Stock which it agrees to sell under this Agreement listed, subject to notice of issuance, on the Nasdaq National Market on or before the Closing Date.

Agreements of the Company. The Company covenants and agrees with each of the several Underwriters Underwriter as follows: (a) The Company will not, either prior to the Effective Date or thereafter during such period as the Prospectus a prospectus is required by law to be delivered in connection with sales of the Shares by an Underwriter or dealer, file any amendment or supplement to the Registration Statement or the Prospectus, unless a copy thereof shall first have been submitted to the Representative Representatives within a reasonable period of time prior to the filing thereof and the Representative Representatives shall not have objected thereto in good faith. (b) If . Within the Registration Statement time during which a prospectus relating to the Shares is not yet effectiverequired to be delivered under the Act, the Company will use its commercially reasonable best efforts to comply with all requirements imposed upon it by the Act, as now and hereafter amended, and by the rules and regulations of the Commission thereunder, as from time to time in force, so far as necessary to permit the continuance of sales of or dealings in the Shares as contemplated by the provisions hereof and the Prospectus. (b) The Company will use its commercially reasonable best efforts to cause the Registration Statement to become effective not later than the time indicated in Section 6(a) hereof. The Company effective, and will notify the Representative Representatives promptly, and will confirm such advice in writing, (i1) when the Registration Statement has become effective and when any post-effective amendment thereto becomes effective; , (ii2) of any request by the Commission for amendments or supplements to the Registration Statement or the Prospectus or for additional information; , (iii3) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for that purpose or the threat thereof; , (iv4) of the happening of any event during the period mentioned in the first second sentence of Section 4(g4(e) that in the judgment of the Company makes any statement of a material fact made in the Registration Statement or the Prospectus untrue in any material respect or that requires the making of any changes in the Registration Statement or the Prospectus in order to make the statements therein, in light of the circumstances 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 relating to the Company, the Registration Statement, any Preliminary Prospectus, preliminary prospectus or the Prospectus. If at any time the Commission shall issue any order suspending the effectiveness of the Registration StatementStatement or shall have instituted a proceeding for that purpose, the Company will make every use its commercially reasonable effort best efforts to prevent the issuance of any stop order or 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 430A430A of the Rules and Regulations, the Company will use its commercially reasonable best efforts to comply with the provisions of and make all requisite filings with the Commission pursuant to said Rule 430A and to notify the Representative Representatives promptly of all such filings. (c) If the Company elects to rely upon Rule 462(b) of the Rules and Regulations, the Company shall file the Rule 462(b) Registration Statement with the Commission in compliance with Rule 462(b) of the Rules and Regulations 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 the Rule 462(b) Registration Statement or give irrevocable instructions for the payment of such fee pursuant to Rule 111(b) of the Rules and Regulations. (d) If, at any time when a Prospectus relating to the Shares is required to be delivered under the Act, any event occurs as a result of which, in the judgment of the Company or in the opinion of counsel for the Underwriters, the Registration Statement or the Prospectus, as then amended or 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 circumstances under which they were made, not misleading, or if for any other reason it is necessary at any time to amend or supplement the Registration Statement or the Prospectus to comply with the Act or the Rules and Regulations, the Company will promptly notify the Representative thereof and, subject to Section 4(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. (e) The Company will furnish to the RepresentativeRepresentatives, without charge, two (2) signed copies of the Registration Statement and of any post-effective amendment thereto, including financial statements and schedules, and all exhibits thereto (including any document filed under the Exchange Act and deemed to be incorporated by reference into the Prospectus), and will furnish to the RepresentativeRepresentatives, without charge, for transmittal to each of the other Underwriters, copies of the Registration Statement and any post-effective amendment thereto, including financial statements and schedules but without exhibits, in each case in such quantities as the Underwriters may reasonably request. (fd) The Company will comply with all the provisions of all any undertakings contained in the Registration Statement. (ge) On the Effective Date, and thereafter from time to time for such period as the Prospectus is required by the Act to be deliveredtime, the Company will deliver to each of the Underwriters, without charge, as many copies of the Prospectus or any amendment or supplement thereto as the Representative Representatives may reasonably request. The Company consents to the use of the Prospectus or any amendment or supplement thereto by the several Underwriters and by all dealers to whom which 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 at any time when a prospectus relating to the Shares is required to be delivered under the Act in connection with sales by any Underwriter or dealer, any event shall occur which in the judgment of the Company or counsel to the Underwriters should be set forth in the Registration Statement or 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 Registration Statement or the Prospectus to comply with law, the Company will forthwith prepare and duly file with the Commission Commission, at the Company's own expense, an appropriate supplement or amendment thereto, and will deliver to each of the Underwriters, without charge, such number of copies thereof as the Representative Representatives may reasonably request. Neither the Representatives' consent to, nor the Underwriters' delivery of, any such amendment or supplement shall constitute a waiver of any of the conditions set forth in Section 5 hereof. The Company shall not file any document under the Exchange Act 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 which is not approved by the Representatives after reasonable notice thereof. In case any Underwriter is required to deliver a prospectus within the nine-month period referred to in Section 10(a) (3) of the Act in connection with the sale of the Shares, the Company will prepare promptly upon request such amendment or amendments to the Registration Statement and such prospectuses as may be necessary to permit compliance with the requirements of Section 10(a) (3) of the Act. (hf) Prior to any public offering of the Shares by the Underwriters, the Company will cooperate with the Representative Representatives and its counsel to the Underwriters in connection with the registration or qualification of the Shares for offer and sale under the securities or blue sky Blue Sky laws of such jurisdictions as the Representative Representatives may reasonably 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 which would subject it to general service of process in any jurisdiction where it is not now so subject. (ig) During the period of five (5) years commencing on the Effective Date, the Company will furnish to the Representative 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 Representative 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. (jh) The Company will make generally available to holders of its securities, securities as soon as may be practicable, practicable but in no event later than the last day of the fifteenth (15th) full calendar month following the calendar quarter in which the Effective Date falls, a consolidated earnings an earning statement (which need not be audited but shall be in reasonable detail) for a period of twelve (12) 12 months ended commencing after the Effective Date, and satisfying the provisions of Section 11(a) of the Act (including Rule 158 of the Rules and Regulations). (ki) The Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will apply pay, or reimburse if paid by the net proceeds from Representatives, all costs and expenses incident to the performance of the obligations of the Company under this Agreement, including but not limited to costs and expenses of or relating to (1) the preparation, printing and filing of the Registration Statement and exhibits to it, each preliminary prospectus, the Prospectus and any amendment or supplement to the Registration Statement or the Prospectus, (2) the preparation and delivery of certificates representing the Shares, (3) furnishing (including costs of shipping and mailing) such copies of the Registration Statement, the Prospectus and any preliminary prospectus, and all amendments and supplements thereto, as may be requested for use in connection with the offering and sale of the Shares by the Underwriters or by dealers to whom Shares may be sold, (4) the listing of the Shares on the New York Stock Exchange, (5) any filings required to be made by the Underwriters with the NASD, and the fees, disbursements and other charges of counsel for the Underwriters in connection therewith, (6) the manner set forth registration or qualification of the Shares for offer and sale under the securities or Blue Sky laws of such jurisdictions designated pursuant to Section 4(f), including the fees, disbursements and other charges of counsel to the Underwriters in connection therewith, and the Prospectus under "Use preparation and printing of Proceedspreliminary, supplemental and final Blue Sky memoranda, (7) the costs and expenses of the Company relating to presentations or meetings undertaken in connection with the marketing of the offer and sale of the Shares to prospective investors and the Representatives' sales forces, including, without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged by or approved by the Company in connection with the road show representations, travel, lodging and other expenses incurred by the officers of the Company or any such consultants, and the cost of any aircraft chartered or approved by the Company in connection with the road show, (8) counsel to the Company and (9) the transfer agent for the Shares." (lj) If this Agreement shall be terminated by the Company pursuant to any of the provisions hereof (otherwise than pursuant to Section 8) or if for any reason the Company shall be unable to perform its obligations hereunder, the Company will reimburse the several Underwriters for all out-of-pocket expenses (including the fees, disbursements and other charges of counsel to the Underwriters) reasonably incurred by them in connection herewith. (k) The Company will not 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) The Company will apply the net proceeds from the offering and sale of the Shares to be sold by the Company in the manner set forth in the Prospectus under "Use of Proceeds." (m) The Company will not for a period of 90 days after the commencement of the public offering of the Shares, offer, sell, contract to sell, pledge or otherwise dispose of any shares of Common Stock or rights to acquire such shares (other than pursuant to the Company's Investor Plus Plan, the Company's Stock Purchase-Savings Plan or in connection with other employee or director incentive compensation arrangements) or file with the Commission a registration statement under the Act relating to, any additional shares of its common stock or securities convertible into or exchangeable or exercisable for any shares of its common stock, or publicly disclose the intention to make any such offer, sale, pledge, disposition or filing (other than pursuant to the Company's Investor Plus Plan, the Company's Stock Purchase Savings Plan or in connection with other employee or director incentive compensation arrangements in place as of the date hereof) without the prior written consent of the Representatives.

Agreements of the Company. The Company covenants and agrees with each of the several Underwriters as follows: (a) The Company will not, either prior to the Effective Date effective date or thereafter during such period as the Prospectus is required by law to be delivered in connection with sales of the Shares by an Underwriter or dealer, file any amendment or supplement to the Registration Statement or the Prospectus, unless a copy thereof shall first have been submitted to the Representative Underwriters within a reasonable period of time prior to the filing thereof and the Representative Underwriters shall not have objected thereto in good faith. (b) If the Registration 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 6(a8(a) hereof. The Company will notify the Representative Underwriters promptly, and will confirm such advice in writing, (i) when the Registration Statement has become effective and when any post-effective amendment thereto becomes effective; (ii) of any request by the Commission for amendments or supplements to the Registration Statement or the Prospectus or for additional information; (iii) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for that purpose or the threat thereof; (iv) of the happening of any event during the period mentioned in the first sentence of Section 4(g5(g) that in the judgment of the Company makes any statement of a material fact made in the Registration Statement or the Prospectus untrue or that requires the making of any changes in the Registration Statement or the Prospectus in order to make the statements therein, in light of the circumstances 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, or the Prospectus. If at any time the Commission shall issue any order suspending the effectiveness of the Registration Statement, the Company will make every reasonable effort to obtain the withdrawal of such order at the earliest possible moment. The Company will prepare the Prospectus in a form approved by the Representative Underwriters 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 430A, the Company will use its best efforts to comply with the provisions of and make all requisite filings with the Commission pursuant to said Rule 430A and to notify the Representative Underwriters promptly of all such filings. (c) If the Company elects to rely upon Rule 462(b) of the Rules and Regulations, the Company shall file the Rule 462(b) Registration Statement with the Commission in compliance with Rule 462(b) of the Rules and Regulations 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 the Rule 462(b) Registration Statement or give irrevocable instructions for the payment of such fee pursuant to Rule 111(b) of the Rules and Regulations. (d) If, at any time when a Prospectus relating to the Shares is required to be delivered under the Act, any event occurs as a result of which, in the judgment of the Company or in the opinion of counsel for the Underwriters, the Registration Statement or the Prospectus, as then amended or 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 circumstances under which they were made, not misleading, or if for any other reason it is necessary at any time to amend or supplement the Registration Statement or the Prospectus to comply with the Act or the Rules and Regulations, the Company will promptly notify the Representative Underwriters thereof and, subject to Section 4(b5(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. (e) The Company will furnish to the RepresentativeUnderwriters, without charge, two three (23) signed copies of the Registration Statement and of any post-effective amendment thereto, including financial statements and schedules, and all exhibits thereto and will furnish to the RepresentativeUnderwriters, without charge, for transmittal to each of the other Underwriters, copies of the Registration Statement and any post-effective amendment thereto, including financial statements and schedules but without exhibits. (f) The Company will comply with all the provisions of all undertakings contained in the Registration Statement. (g) On the Effective Dateeffective date, and thereafter from time to time for such period as the Prospectus is required by the Act to be delivered, the Company will deliver to each of the Underwriters, without charge, as many copies of the Prospectus or any amendment or supplement thereto as the Representative Underwriters may reasonably request. The Company consents to the use of the Prospectus or any amendment or supplement thereto by the several Underwriters and by all dealers to whom the Shares may be sold, both in connection with the offering or sale of the Shares and for any period of time thereafter during which the Prospectus is required by law to be delivered in connection therewith. If during such period of time any event shall occur which in the judgment of the Company or counsel to the Underwriters should be set forth in the Registration Statement or 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 Registration Statement or the Prospectus to comply with law, the Company will forthwith prepare and duly file with the Commission an appropriate supplement or amendment thereto, and deliver to each of the Underwriters, without charge, such number of copies thereof as the Representative Underwriters may reasonably request. (h) Prior to any public offering of the Shares by the Underwriters, the Company will cooperate with the Representative Underwriters and its counsel in connection with the registration or qualification of the Shares for offer and sale under the securities or blue sky laws of such jurisdictions as the Representative Underwriters may reasonably 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 which would subject it to general service of process in any jurisdiction where it is not now so subject. (i) During the period of five (5) years commencing on the Effective Dateeffective date, the Company will furnish to the Representative Underwriters 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 Underwriters 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. (j) The Company will make generally available to holders of its securities, as soon as may be practicable, but in no event later than the last day of the fifteenth (15th) full calendar month following the calendar quarter in which the Effective Date effective date falls, a consolidated earnings statement (which need not be audited but shall be in reasonable detail) for a period of twelve (12) months commencing after the Effective Dateeffective date, and satisfying the provisions of Section 11(a) of the Act (including Rule 158 of the Rules and Regulations). (k) The Company will apply the net proceeds from the offering and sale of the Shares in the manner set forth in the Prospectus under "Use of Proceeds." (l) The Company will not 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. (m) The Company will use its best efforts to effect and maintain the quotation of the Shares on the Nasdaq National Market and will file with the Nasdaq National Market all documents and notices required by the Nasdaq National Market of companies that have securities that are traded in the over-the-counter market and quotations which are reported by the Nasdaq National Market. (n) The Company, during the period when the Prospectus is required to be delivered under the Act or the 1934 Act, will file all documents required to be filed with the Commission pursuant to the 1934 Act within the periods required by the 1934 Act and the rules and regulations of the Commission thereunder. (o) The Company will not sell, offer or agree to sell, hypothecate, contract to sell, grant any option to sell or otherwise dispose of, directly or indirectly, or enter into any agreement or arrangement that has the effect of transferring the economic effects of holding, any shares of Common Stock or securities convertible into or exchangeable or exercisable for Common Stock or warrants or other rights to purchase Common Stock or any other securities of the Company that are substantially similar to Common Stock or permit the registration under the Act of any shares of Common Stock, except for the registration of the Shares and the sales to the Underwriters pursuant to this Agreement, for the Lock-up Period, without the prior consent of the Underwriters.

Agreements of the Company. The Company covenants and agrees with each of the several Underwriters as followsand the Selling Stockholder that: (a) The Company will not, either prior to the Effective Date or thereafter during such period as the Prospectus is required by law to be delivered in connection with sales of the Shares by an Underwriter or dealer, file any amendment or supplement to the Registration Statement or the Prospectus, unless a copy thereof shall first have been submitted to the Representative within a reasonable period of time prior to the filing thereof and the Representative shall not have objected thereto in good faith. (b) If the Registration Statement is not yet effective, the Company will use its best efforts to cause the Company Registration Statement, if not effective at the Execution Time, and any amendment thereof, to become effective. Prior to the termination of the offering of the SynDECS, the Company will not file any amendment of the Company Registration Statement (excluding filings under the Exchange Act incorporated by reference into the Company Registration Statement) or amendment or supplement to the Company Prospectus or any Rule 462(b) Company Registration Statement unless the Company has furnished you, Holdings and the Selling Stockholder a copy for review prior to filing and will not file any such proposed amendment or supplement to which you, Holdings or the Selling Stockholder reasonably objects. Subject to the foregoing sentence, if the Company Registration Statement has become or becomes effective not later than pursuant to Rule 430A, or filing of the Company Prospectus is otherwise required under Rule 424(b), the Company will cause the Company Prospectus, properly completed, and any amendment or supplement thereto to be filed in a form approved by the Representatives, Holdings and the Selling Stockholder with the Commission pursuant to the applicable paragraph of Rule 424(b) within the time indicated in Section 6(a) hereofperiod prescribed and will provide evidence satisfactory to the Representatives, Holdings and the Selling Stockholder of such timely filing. The Company will notify promptly advise the Representative promptlyRepresentatives, Holdings and will confirm such advice in writing, the Selling Stockholder (i1) when the Company Registration Statement, if not effective at the Execution Time, shall have become effective, (2) when the Company Prospectus, and any amendment or supplement thereto, shall have been filed (if required) with the Commission pursuant to Rule 424(b) or when any Rule 462(b) Company Registration Statement has shall have been filed with the Commission, (3) when, prior to termination of the offering of the SynDECS, any amendment to the Company Registration Statement shall have been filed or become effective and when any post-effective amendment thereto becomes effective; , (ii4) of any request by the Commission or its staff for amendments any amendment of the Company Registration Statement, or supplements any Rule 462(b) Company Registration Statement, or for any amendment or supplement to the Registration Statement or the Company Prospectus or for any additional information; , (iii5) of the issuance by the Commission of any stop order suspending the effectiveness of the Company Registration Statement or the initiation institution or threatening of any proceedings proceeding for that purpose or the threat thereof; and (iv6) of the happening of any event during the period mentioned in the first sentence of Section 4(g) that in the judgment of the Company makes any statement of a material fact made in the Registration Statement or the Prospectus untrue or that requires the making of any changes in the Registration Statement or the Prospectus in order to make the statements therein, in light of the circumstances in which they are made, not misleading; and (v) of receipt by the Company or of any representative or attorney notification with respect to the suspension of the Company qualification of the Regency Common Stock for sale in any jurisdiction or the institution or threatening of any other communication from the Commission relating to the Company, the Registration Statement, any Preliminary Prospectus, or the Prospectus. If at any time the Commission shall issue any order suspending the effectiveness of the Registration Statement, the Company will make every reasonable effort to obtain the withdrawal of proceeding for such order at the earliest possible momentpurpose. 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 430A, the Company will use its best efforts to comply with prevent the provisions issuance of and make all requisite filings with any such stop order or the Commission pursuant suspension of any such qualification and, if issued, to said Rule 430A and to notify obtain as soon as possible the Representative promptly of all such filingswithdrawal thereof. (c) If the Company elects to rely upon Rule 462(b) of the Rules and Regulations, the Company shall file the Rule 462(b) Registration Statement with the Commission in compliance with Rule 462(b) of the Rules and Regulations 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 the Rule 462(b) Registration Statement or give irrevocable instructions for the payment of such fee pursuant to Rule 111(b) of the Rules and Regulations. (db) If, at any time when a Prospectus prospectus relating to the Regency Shares is required to be delivered under the Act, any event occurs as a result of which, in the judgment of which the Company or in the opinion of counsel for the Underwriters, the Registration Statement or the Prospectus, Prospectus as then amended or supplemented, supplemented would include any untrue statement of a material fact or omit to state a any material fact necessary in order to make the statements therein, therein in the light of the circumstances under which they were made, made not misleading, or if for any other reason it is shall be necessary at any time to amend the Company Registration Statement or amend or supplement the Registration Statement or the Company Prospectus to comply with the Act or the Rules and RegulationsExchange Act or the respective rules thereunder, the Company promptly will promptly (1) notify the Representative thereof andRepresentatives, subject to Section 4(bthe Selling Stockholder and Holdings of such event, (2) hereof, will prepare and file with the Commission, at the Company's expense, an amendment subject to the Registration Statement or second sentence of paragraph (a) of this Section 8, an amendment or supplement to the Prospectus that corrects which will correct such statement or omission or effects effect such compliancecompliance and (3) supply any amended or supplemented Company Prospectus to you in such quantities as you and Holdings may reasonably request. (c) As soon as practicable, the Company will make generally available to its security holders and to the Representatives an earnings statement or statements of the Company and its subsidiaries which will satisfy the provisions of Section 11(a) of the Act and Rule 158 under the Act. (d) The Company will furnish to the Representatives, Holdings and the Selling Stockholder and counsel for the Underwriters and Holdings, without charge, signed copies of the Company Registration Statement (including exhibits thereto) and to each other Underwriter a copy of the Company Registration Statement (without exhibits thereto) and, so long as delivery of a prospectus relating to the Regency Common Stock by an Underwriter or dealer may be required by the Act, as many copies of each Company Preliminary Prospectus and the Company Prospectus and any amendment or supplement thereto as the Representatives may reasonably request. (e) The Company will furnish to the Representativewill, without chargeif necessary, two (2) signed copies cooperate with Holdings for purposes of the Registration Statement and of any post-effective amendment thereto, including financial statements and schedules, and all exhibits thereto and will furnish to the Representative, without charge, for transmittal to each of the other Underwriters, copies of the Registration Statement and any post-effective amendment thereto, including financial statements and schedules but without exhibits. (f) The Company will comply with all the provisions of all undertakings contained in the Registration Statement. (g) On the Effective Date, and thereafter from time to time for such period as the Prospectus is required by the Act to be delivered, the Company will deliver to each of the Underwriters, without charge, as many copies of the Prospectus or any amendment or supplement thereto as the Representative may reasonably request. The Company consents to the use of the Prospectus or any amendment or supplement thereto by the several Underwriters and by all dealers to whom the Shares may be sold, both in connection with the offering or sale of the Shares and for any period of time thereafter during which the Prospectus is required by law to be delivered in connection therewith. If during such period of time any event shall occur which in the judgment of the Company or counsel to the Underwriters should be set forth in the Registration Statement or 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 Registration Statement or the Prospectus to comply with law, the Company will forthwith prepare and duly file with the Commission an appropriate supplement or amendment thereto, and deliver to each of the Underwriters, without charge, such number of copies thereof as the Representative may reasonably request. (h) Prior to any public offering of the Shares by the Underwriters, the Company will cooperate with the Representative and its counsel in connection with the registration or qualification of the Shares SynDECS for offer and sale under the securities or blue sky laws of such jurisdictions as the Representative Representatives may reasonably requestdesignate and maintenance of such qualifications in effect so long as required for the distribution of the SynDECS and the Regency Shares, and the Company will arrange, if necessary, for the qualification of the Regency Shares for sale under the laws of such jurisdictions as the Representatives may designate, and will maintain such qualifications in effect so long as required for the distribution of the SynDECS and the Regency Shares; 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 which that would subject it to general service of process in suits, other than those arising out of the offering or sale of the Regency Common Stock as contemplated by the Company Prospectus, in any jurisdiction where it is not now so subject. (i) During the period of five (5) 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. (jf) The Company will make generally available not, and will use its good faith efforts to holders cause any other holder of its securitiesCommon Stock not to, as soon as may be practicable, but in no event later than without the last day prior written consent of the fifteenth Representatives, offer, sell, contract to sell, pledge, or otherwise dispose of (15thor enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) full calendar month following by the calendar quarter Company or any subsidiary of the Company or any person in which privity with the Effective Date fallsCompany or any subsidiary of the Company), a consolidated earnings directly or indirectly, including under any registration statement filed with the Commission or prospectus supplement relating to an existing shelf registration statement filed with the Commission (which need not be audited but shall be other than pursuant to registration statements in reasonable detail) effect on the date hereof for the benefit of selling stockholders thereunder), any other shares of Regency Common Stock or any securities convertible into, or exercisable, or exchangeable for, shares of Regency Common Stock, or publicly announce an intention to effect any such transaction, for a period of twelve (12) months commencing 90 days after the Effective Date, and satisfying the provisions of Section 11(a) date of the Act Underwriting Agreement except, in each case, in connection with (including Rule 158 i) the offering of the Rules SynDECS pursuant to the terms of this Agreement, (ii) the Forward Arrangements, the delivery of the Regency Common Stock pursuant to the terms of such arrangements and Regulations)the SynDECS and any related stock lending arrangements, (iii) the concurrent offering of Regency Common Stock by the Selling Stockholder and (iv) the Concurrent Forward Arrangements; provided, however, that the Company may issue or sell Regency Common Stock (A) pursuant to any employee stock option plan, stock ownership plan or dividend reinvestment plan of the Company in effect at the Execution Time, (B) upon the conversion of securities or the exercise of warrants outstanding at the Execution Time and (C) upon the redemption of limited partnership units of any subsidiary of the Company outstanding at the Execution Time. (kg) The Company will apply comply with all applicable securities and other applicable laws, rules and regulations, including, without limitation, the net proceeds from Sarbanes Oxley Act, and to use its reasonable best efforts to cause the offering Company's directors and sale officers, in their capacities as such, to comply with such laws, rules and regulations, including, without limitation, the provisions of the Shares in the manner set forth in the Prospectus under "Use of ProceedsSarbanes Oxley Act." (lh) The Company will not at any timetake, directly or indirectly, take any action intended, designed to or which that would constitute or that might reasonably be expected, expected to cause or result in, under the Exchange Act or which will constituteotherwise, 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 SharesRegency Common Stock or the SynDECS.

Agreements of the Company. The Company covenants and agrees with each of the several Underwriters as follows: (a) The Company will not, either prior to the Effective Date or thereafter during such period as the Prospectus is required by law to be delivered in connection with sales of the Shares by an Underwriter or dealer, file any amendment or supplement to the Registration Statement or the Prospectus, unless a copy thereof shall first have been submitted to the Representative within a reasonable period of time prior to the filing thereof and the Representative shall not have objected thereto in good faith. (b) If the Registration 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 6(a) hereof. The Company will notify the Representative promptly, and will confirm such advice in writing, (i) when the Registration Statement has become effective and when any post-effective amendment thereto becomes effective; (ii) of any request by the Commission for amendments or supplements to the Registration Statement or the Prospectus or for additional information; (iii) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for that purpose or the threat thereof; (iv) of the happening of any event during the period mentioned in the first sentence of Section 4(g) that in the judgment of the Company makes any statement of a material fact made in the Registration Statement or the Prospectus untrue or that requires the making of any changes in the Registration Statement or the Prospectus in order to make the statements therein, in light of the circumstances 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, or the Prospectus. If at any time the Commission shall issue any order suspending the effectiveness of the Registration Statement, the Company will make every reasonable effort to obtain the withdrawal of such order at the earliest possible moment. 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 430A, the Company will use its best efforts to comply with the provisions of and make all requisite filings with the Commission pursuant to said Rule 430A and to notify the Representative promptly of all such filings. (c) If the Company elects to rely upon Rule 462(b) of the Rules and Regulations, the Company shall file the Rule 462(b) Registration Statement with the Commission in compliance with Rule 462(b) of the Rules and Regulations 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 the Rule 462(b) Registration Statement or give irrevocable instructions for the payment of such fee pursuant to Rule 111(b) of the Rules and Regulations. (d) If, at any time when a Prospectus relating to the Shares is required to be delivered under the Act, any event occurs as a result of which, in the judgment of the Company or in the opinion of counsel for the Underwriters, the Registration Statement or the Prospectus, as then amended or 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 circumstances under which they were made, not misleading, or if for any other reason it is necessary at any time to amend or supplement the Registration Statement or the Prospectus to comply with the Act or the Rules and Regulations, the Company will promptly notify the Representative thereof and, subject to Section 4(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. (e) The Company will furnish to the Representative, without charge, two (2) signed copies of the signed Registration Statement and of any post-effective amendment thereto, including financial statements and schedules, and all exhibits thereto and will furnish to the Representative, without charge, for transmittal to each of the other Underwriters, copies of the Registration Statement and any post-effective amendment thereto, including financial statements and schedules but without exhibits. (f) The Company will comply with all the provisions of all undertakings contained in the Registration Statement. (g) On the Effective Date, and thereafter from time to time for such period as the Prospectus is required by the Act to be delivered, the Company will deliver to each of the Underwriters, without charge, as many copies of the Prospectus or any amendment or supplement thereto as the Representative may reasonably request. The Company consents to the use of the Prospectus or any amendment or supplement thereto by the several Underwriters and by all dealers to whom the Shares may be sold, both in connection with the offering or sale of the Shares and for any period of time thereafter during which the Prospectus is required by law to be delivered in connection therewith. If during such period of time any event shall occur which in the judgment of the Company or counsel to the Underwriters should be set forth in the Registration Statement or 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 Registration Statement or the Prospectus to comply with law, the Company will forthwith prepare and duly file with the Commission an appropriate supplement or amendment thereto, and deliver to each of the Underwriters, without charge, such number of copies thereof as the Representative may reasonably request. (h) Prior to any public offering of the Shares by the Underwriters, the Company will cooperate with the Representative and its counsel in connection with the registration or qualification of the Shares for offer and sale under the securities or blue sky laws of such jurisdictions as the Representative may reasonably 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 which would subject it to general service of process in any jurisdiction where it is not now so subject. (i) During the period of five (5) 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. (j) The Company will make generally available to holders of its securities, as soon as may be practicable, but in no event later than the last day of the fifteenth eighteenth (15th18th) full calendar month following the calendar quarter in which the Effective Date falls, a consolidated earnings statement (which need not be audited but shall be in reasonable detail) for a period of twelve (12) months commencing after the Effective Date, and satisfying the provisions of Section 11(a) of the Act (including at the option of the Company, Rule 158 of the Rules and Regulations). (k) The Company will apply the net proceeds from the offering and sale of the Shares in the manner set forth in the Prospectus under "Use of Proceeds." (l) The Company will not 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 Shares to facilitate the sale or resale of any of the Shares.

Agreements of the Company. The Company covenants and agrees with each of the several Underwriters Underwriter as follows: (a) The Company will notIf, either prior to at the Effective Date or thereafter during such period as the Prospectus time this Agreement is required by law to be delivered in connection with sales of the Shares by an Underwriter or dealerexecuted and delivered, file any it is necessary for a post-effective amendment or supplement to the Registration Statement or to be declared effective before the Prospectus, unless a copy thereof shall first have been submitted to offering of the Representative within a reasonable period of time prior to the filing thereof and the Representative shall not have objected thereto in good faith. (b) If the Registration Statement is not yet effectiveShares may commence, the Company will use its best efforts to cause the Registration Statement such post-effective amendment to become effective not later than as soon as possible and will advise the time indicated in Section 6(a) hereof. The Company will notify Representatives promptly and, if requested by the Representative promptlyRepresentatives, and will confirm such advice in writing, (i) when the Registration Statement has become effective and when any immediately after such post-effective amendment thereto becomes has become effective. (b) If, at any time prior to the filing of the Prospectus pursuant to Rule 424(b), any event occurs as a result of which the Disclosure Package would (x) include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made or the circumstances then prevailing, not misleading or (y) conflict with the information contained in the Registration Statement, the Company will (i) notify promptly the Representatives so that any use of the Disclosure Package may cease until it is amended or supplemented; (ii) amend or supplement the Disclosure Package to correct such statement, omission or conflicting information; and (iii) supply any amendment or supplement to the Representatives in such quantities as may be reasonably requested. (c) The Company will advise the Representatives promptly and, if requested by the Representatives, will confirm such advice in writing: (i) of any review, issuance of comments or request by the Commission or its staff on or for amendments an amendment of or supplements a supplement to the Registration Statement Statement, any Preliminary Prospectus or the Prospectus or for additional informationinformation regarding the Company, its affiliates or its filings with the Commission, whether or not such filings are incorporated by reference into the Registration Statement, any Preliminary Prospectus or the Prospectus; (iiiii) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of the suspension of qualification of the Shares for offering or sale in any jurisdiction or the initiation of any proceedings proceeding for that such purpose or any examination pursuant to Section 8(e) of the threat thereofAct relating to the Registration Statement or Section 8A of the Act in connection with the offering of the Shares; (iii) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Shares for sale in any jurisdiction or the institution or threatening of any proceeding for such purpose; and (iv) within the period of time referred to in the first sentence in subsection (f) below, of any change in the Company’s condition (financial or other), business, prospects, properties, net worth or results of operations, or of the happening of any event during the period mentioned event, which results in the first sentence of Section 4(g) that in the judgment of the Company makes any statement of a material fact made in the Registration Statement or the Prospectus (as then amended or supplemented) being untrue or that which requires the making of any additions to or changes in the Registration Statement or the Prospectus (as then amended or supplemented) in order to state a material fact required by the Act to be stated therein or necessary in order to make the statements thereintherein not misleading, in light or of the circumstances in which they are made, not misleading; and necessity to amend or supplement the Prospectus (vas then amended or supplemented) of receipt by to comply with the Company Act 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, or the Prospectuslaw. If at any time the Commission shall issue any stop order suspending the effectiveness of the Registration Statement, the Company will make every reasonable effort to obtain the withdrawal of such order at the earliest possible momenttime. (d) On request, the Company will furnish to the Representatives and counsel to the Underwriters, without charge: (i) one (1) signed copy of the Registration Statement as originally filed with the Commission and of each amendment thereto, including financial statements and all exhibits to the Registration Statement; (ii) such number of conformed copies of the Registration Statement as originally filed and of each amendment thereto, but without exhibits, as the Representatives may request; (iii) such number of copies of the Incorporated Documents, without exhibits, as the Representatives may request; and (iv) one (1) copy of the exhibits to the Incorporated Documents. (e) The Company will not file any amendment to the Registration Statement or make any amendment or supplement to the Prospectus or, prior to the end of the period of time referred to in the first sentence in subsection (f) below, file any document which upon filing becomes an Incorporated Document, of which the Representatives shall not previously have been advised or to which, after the Representatives shall have received a copy of the document proposed to be filed, the Representatives shall reasonably object; and no such further document, when it is filed, will contain an untrue statement of a material fact or will omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Company will prepare give the Prospectus in a form approved by Representatives notice of its intention to make any other filing pursuant to the Representative Exchange Act from the Applicable Time to the Closing Time and will file furnish the Representatives with copies of any such Prospectus pursuant documents a reasonable amount of time prior to Rule 424(bsuch proposed filing. (f) under the Act not later than the Commission's close of business on the second business day following After the execution and delivery of this Agreement orand thereafter from time to time for such period as in the opinion of counsel for the Underwriters a prospectus is required by the Act to be delivered (or in lieu thereof, if applicable, the notice referred to in Rule 173(a)) in connection with sales by the Underwriters or any dealer (including circumstances where such earlier time as requirement may be required by Rule 430A(a)(3) under the Act. If the Company has omitted any information from the Registration Statement satisfied pursuant to Rule 430A172), the Company will use its best efforts file promptly all reports and any definitive proxy or information statements required to comply with be filed by the provisions of and make all requisite filings Company with the Commission pursuant to said Rule 430A and to notify the Representative promptly of all such filings. (c) If the Company elects to rely upon Rule 462(bSection 13(a), 13(c), 14 or 15(d) of the Rules and Regulations, the Company shall file the Rule 462(b) Registration Statement with the Commission in compliance with Rule 462(b) of the Rules and Regulations by 10:00 p.m., Washington, D.C. time, on the date of this Agreement, Exchange Act and the Company shall at the time of filing, either pay will expeditiously deliver to the Commission the filing fee for the Rule 462(b) Registration Statement or give irrevocable instructions for the payment of such fee pursuant to Rule 111(b) Underwriters and each dealer, without charge, as many copies of the Rules Prospectus (and Regulations. (d) Ifof any amendment or supplement thereto), at any time when a Preliminary Prospectus relating and any Issuer Free Writing Prospectus as each Underwriter may request. The Company consents to the use of the Prospectus (and of any amendment or supplement thereto) in accordance with the provisions of the Act and with the securities or blue sky laws of the jurisdictions in which the Shares are offered by the Underwriters and by all dealers to whom Shares may be sold, both in connection with the offering and sale of the Shares and for such period of time thereafter as the Prospectus is required by the Act to be delivered under (or in lieu thereof, the Act, notice referred to in Rule 173(a)) in connection with sales by the Underwriters or any dealers. If during such period of time: (i) any event occurs shall occur as a result of which, in the judgment of the Company Company, or in the opinion of counsel for the Underwriters, the Registration Statement or the Prospectus, Prospectus as then amended or supplemented, supplemented would include any an untrue statement of a material fact or omit to state a any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were madewhen the Prospectus is delivered to a purchaser, not misleading, ; or (ii) if for any other reason it is necessary at any time to supplement the Prospectus or amend or supplement the Registration Statement (or to file under the Prospectus Exchange Act any document which, upon filing, becomes an Incorporated Document) in order to comply with the Act, the Exchange Act or the Rules and Regulationsany other law, the Company will promptly notify the Representative thereof Representatives of such event and forthwith prepare and, subject to Section 4(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. provisions of paragraph (e) The Company will furnish to the Representativeabove, without charge, two (2) signed copies of the Registration Statement and of any post-effective amendment thereto, including financial statements and schedules, and all exhibits thereto and will furnish to the Representative, without charge, for transmittal to each of the other Underwriters, copies of the Registration Statement and any post-effective amendment thereto, including financial statements and schedules but without exhibits. (f) The Company will comply with all the provisions of all undertakings contained in the Registration Statement. (g) On the Effective Date, and thereafter from time to time for such period as the Prospectus is required by the Act to be delivered, the Company will deliver to each of the Underwriters, without charge, as many copies of the Prospectus or any amendment or supplement thereto as the Representative may reasonably request. The Company consents to the use of the Prospectus or any amendment or supplement thereto by the several Underwriters and by all dealers to whom the Shares may be sold, both in connection with the offering or sale of the Shares and for any period of time thereafter during which the Prospectus is required by law to be delivered in connection therewith. If during such period of time any event shall occur which in the judgment of the Company or counsel to the Underwriters should be set forth in the Registration Statement or 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 Registration Statement or the Prospectus to comply with law, the Company will forthwith prepare and duly file with the Commission an appropriate supplement or amendment theretothereto (or to such document), and deliver will expeditiously furnish to each of the Underwriters, without charge, such Underwriters and dealers a reasonable number of copies thereof as thereof. In the Representative may reasonably requestevent that the Company and the Representatives agree that the Prospectus should be amended or supplemented, the Company, if requested by the Representatives, will promptly issue a press release announcing or disclosing the matters to be covered by the proposed amendment or supplement. (hg) Prior to any public offering of the Shares by the Underwriters, the The Company will will: (i) cooperate with the Representative Underwriters and its their counsel in connection with the registration or qualification of the Shares for offer offering and sale by the Underwriters and by dealers under the securities or blue sky laws of such jurisdictions as the Representative Underwriters may reasonably requestdesignate; provided, however, (ii) maintain such qualifications in effect so long as required for the distribution of the Shares; and (iii) file such consents to service of process or other documents necessary or appropriate in order to effect such registration or qualification; provided that in no event shall the Company be obligated to qualify to do business in any jurisdiction where it is not now so qualified or to take any action which would subject it to general service of process in suits, other than those arising out of the offering or sale of the Shares, in any jurisdiction where it is not now so subject. (ih) During The Company agrees that, unless it has or shall have obtained the period prior written consent of five (5) years commencing on the Effective DateRepresentatives, it has not made and will not make any offer relating to the Shares that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a Free Writing Prospectus required to be filed by the Company with the Commission or retained by the Company under Rule 433; provided that the prior written consent of the parties hereto shall be deemed to have been given in respect of the Free Writing Prospectuses listed in Schedule II hereto and any electronic road show. Any such free writing prospectus consented to by the Representatives or the Company is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company agrees that (x) it has treated and will furnish to the Representative and each other Underwriter who may so request copies of such financial statements and other periodic and special reports treat, as the Company case may from time to time distribute generally to the holders of any class of its capital stockbe, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus and (y) it has complied and will furnish comply, as the case may be, with the requirements of Rules 164 and 433 applicable to the Representative and each other Underwriter who may so request a copy any Permitted Free Writing Prospectus, including in respect of each annual or other report it shall be required to file timely filing with the Commission, legending and record keeping. (ji) The Company will make generally available to its security holders of its securitiesand to the Underwriters a consolidated earnings statement, which need not be audited, covering a 12-month period commencing after the date hereof and ending not later than 15 months thereafter, as soon as may be practicablepracticable after the end of such period, but in no event later than the last day of the fifteenth (15th) full calendar month following the calendar quarter in which the Effective Date falls, a consolidated earnings statement (which need not be audited but shall be in reasonable detail) for a period of twelve (12) months commencing after the Effective Date, and satisfying satisfy the provisions of Section 11(a) of the Act and Rule 158. (including Rule 158 j) During the period commencing on the date hereof and ending on the date occurring three (3) years hereafter, the Company will furnish to the Underwriters: (i) as soon as available, if requested, a copy of each report of the Rules Company mailed to stockholders or filed with the Commission that is not publicly available on XXXXX or the Company’s website; and Regulations)(ii) from time to time such other information concerning the Company as the Representatives may reasonably request. (k) If this Agreement shall terminate or shall be terminated after execution pursuant to any provisions hereof, or if this Agreement shall be terminated by the Representatives because of any inability, failure or refusal on the part of the Company to comply with the terms or fulfill any of the conditions of this Agreement, the Company shall reimburse the Underwriters for reasonable out-of-pocket expenses (including the reasonable fees and expenses of counsel for the Underwriters) incurred by the Underwriters in connection herewith. (l) The Company will apply the net proceeds from the offering and sale of the Shares in the manner set forth specified in the Registration Statement, the Disclosure Package and the Prospectus under "the heading “Use of Proceeds."” (lm) The If Rule 430A, 430B or 430C is employed, the Company will not at timely file the Prospectus pursuant to Rule 424(b) and will advise the Representatives of the time and manner of such filing. (n) Neither the Company nor any timeaffiliate of the Company has taken, nor will the Company or any affiliate of the Company take, directly or indirectly, take any action intendeddesigned to, or which that might reasonably be expected, expected to cause or result in, under the Exchange Act or which will constituteotherwise, stabilization or manipulation of the price of any security of the shares of Common Stock Company to facilitate the sale or resale of the Shares. (o) The Company will use its best efforts to continue to qualify as a real estate investment trust (a “REIT”) under the Internal Revenue Code of 1986, as amended, and the regulations and published interpretations thereunder (collectively, the “Code”), so long as its Board of Directors deems it in the best interest of the Company’s stockholders to remain so qualified. (p) The Company will use all reasonable best efforts to do or perform all things required to be done or performed by the Company prior to the Closing Date to satisfy all conditions precedent to the delivery of the Shares pursuant to this Agreement. (q) The Company will not, without the prior written consent of the Representatives, offer, sell, contract to sell, pledge or otherwise dispose of or enter into any transaction that is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the Company or any affiliate of the Company or the Operating Partnership, directly or indirectly, of any shares of Common Stock (excluding the Shares) or any securities convertible into or exercisable or exchangeable for, shares of Common Stock, including the filing (or participation in the filing) of a registration statement with the Commission in respect of any of the foregoing, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position (within the meaning of Section 16 of the Exchange Act), any shares of Common Stock (excluding the Shares) or any securities convertible into or exercisable or exchangeable for, shares of Common Stock; or publicly announce an intention to effect any such transaction, until sixty (60) days from the date of the Prospectus; provided, however, that the Company may issue and sell Common Stock, or any securities convertible into or exchangeable for shares of Common Stock, (i) pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options, in each case outstanding at the Applicable Time, (ii) grant employees stock options and restricted shares pursuant to the terms of any equity incentive plan in effect at the Applicable Time, and (iii) in connection with the acquisition of properties or in connection with joint ventures or similar arrangements, so long as the recipients agree in writing not to sell or transfer the Common Stock or such securities for a period of sixty (60) days from the date of the Prospectus without the prior written consent of the Representatives. (r) The Company will comply with all applicable securities and other applicable laws, rules and regulations, including, without limitation, the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”), and will use its reasonable best efforts to cause the Company’s directors and officers, in their capacities as such, to comply with such laws, rules and regulations, including, without limitation, the provisions of the Xxxxxxxx-Xxxxx Act. (s) The Company will file any Issuer Free Writing Prospectus to the extent required by Rule 433 within the time period required by such rule. The Company will retain, pursuant to reasonable procedures developed in good faith, copies of each Issuer Free Writing Prospectus that is not filed with the Commission in accordance with Rule 433(g). (t) The Company will use reasonable best efforts to complete all required filings with the New York Stock Exchange and other necessary actions in order to cause the Shares to be listed and admitted and authorized for trading on the New York Stock Exchange, subject solely to notice of issuance.

Agreements of the Company. The Company covenants and agrees with each of the several Underwriters Underwriter as ------------------------- follows: (a) The Company will notIf, either prior to at the Effective Date or thereafter during such period as the Prospectus time this Agreement is required by law to be delivered in connection with sales of the Shares by an Underwriter or dealerexecuted and delivered, file any amendment or supplement to it is necessary for the Registration Statement or a post-effective amendment thereto to be declared effective before the Prospectus, unless a copy thereof shall first have been submitted to offering of the Representative within a reasonable period of time prior to the filing thereof and the Representative shall not have objected thereto in good faith. (b) If the Registration Statement is not yet effectiveShares may commence, the Company will use its best efforts endeavor to cause the Registration Statement or such post-effective amendment to become effective not later than the time indicated in Section 6(a) hereof. The Company as soon as possible and will notify the Representative promptlyadvise you promptly and, and if requested by you, will confirm such advice in writing, (i) when the Registration Statement has become effective and when any or such post-effective amendment thereto becomes has become effective; . (iib) The Company will advise you promptly and, if requested by you, will confirm such advice in writing: (i) of any request by the Commission for amendments amendment of or supplements a supplement to the Registration Statement or the Prospectus or for additional information; (iiiii) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of the suspension of qualification of the Shares for offering or sale in any jurisdiction or the initiation of any proceedings proceeding for that purpose such purpose; and (iii) within the period of time referred to in the first sentence of paragraph (f) below, of any change in the Company's condition, financial or the threat thereof; (iv) other, business, prospects, properties, net worth or results of operations, or of the happening of any event during the period mentioned in the first sentence of Section 4(g) that in the judgment of the Company event, which makes any statement of a material fact made in the Registration Statement or the Prospectus (as then amended or supplemented) untrue or that which requires the making of any additions to or changes in the Registration Statement or the Prospectus (as then amended or supplemented) in order to state a material fact required by the Act to be stated therein or necessary in order to make the statements thereintherein not misleading, in light or of the circumstances in which they are made, not misleading; and necessity to amend or supplement the Prospectus (vas then amended or supplemented) of receipt by to comply with the Company Act 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, or the Prospectuslaw. If at any time the Commission shall issue any stop order suspending the effectiveness of the Registration Statement, the Company will make every use its reasonable effort efforts to obtain the withdrawal of such order at the earliest possible moment. time. (c) The Company will prepare furnish to you upon your request, without charge (i) one signed copy of the registration statement as originally filed with the Commission and of each amendment thereto, including financial statements and all exhibits to the registration statement, (ii) such number of conformed copies of the registration statement as originally filed and of each amendment thereto, but without exhibits, as you may reasonably request, (iii) such number of copies of the Incorporated Documents, without exhibits, as you may reasonably request, and (iv) such number of copies of the exhibits to the Incorporated Documents as you may reasonably request. (d) The Company will not file any amendment to the Registration Statement or make any amendment or supplement to the Prospectus or, prior to the end of the period of time referred to in the first sentence in paragraph (f) below, file any document which, upon filing becomes an Incorporated Document, of which you shall not previously have been advised or to which, after you shall have received a form approved by copy of the Representative and document proposed to be filed, you shall reasonably object. (e) The Company will file such Prospectus pursuant use its best efforts to Rule 424(bmeet the requirements to qualify as a "real estate investment trust" (a "REIT") under the Act Internal Revenue Code of 1986, as amended (the "Code") unless the Company's Board of Directors determines by resolution that it is in the best interests of the Company's stockholders not later than the Commission's close of business on the second business day following to so qualify. (f) As soon after the execution and delivery of this Agreement or, if applicable, as possible and thereafter from time to time for such earlier time period as may be in the opinion of counsel for the Underwriter a prospectus is required by Rule 430A(a)(3) under the Act. If Act to be delivered in connection with sales by the Company has omitted Underwriter or any information from the Registration Statement pursuant to Rule 430Adealer, the Company will use its best efforts promptly deliver to comply with the provisions of Underwriter and make all requisite filings with the Commission pursuant to said Rule 430A and to notify the Representative promptly of all such filings. (c) If the Company elects to rely upon Rule 462(b) each dealer, without charge, as many copies of the Rules Prospectus (and Regulationsof any amendment or supplement thereto) as you may reasonably request; provided, however, subsequent to the Company shall file the Rule 462(b) Registration Statement with the Commission in compliance with Rule 462(b) of the Rules and Regulations by 10:00 p.m., Washington, D.C. time, on period ending nine months after the date of this Agreement, and the Company shall at not be required to pay the time costs and expenses of filing, either pay the delivery of such requested copies of the Prospectus (and of any amendment or supplement thereto). The Company consents to the Commission the filing fee for the Rule 462(b) Registration Statement or give irrevocable instructions for the payment of such fee pursuant to Rule 111(b) use of the Rules Prospectus (and Regulations. (dof any amendment or supplement thereto) If, at any time when a Prospectus relating to in accordance with the provisions of the Act and with the securities or Blue Sky laws of the jurisdictions in the United States in which the Shares are offered by the Underwriter and by all dealers to whom Shares may be sold, both in connection with the offering and sale of the Shares and for such period of time thereafter as the Prospectus is required by the Act to be delivered under in connection with sales by the Act, Underwriter or any dealer. If during such period of time any event occurs as a result of which, shall occur that in the judgment of the Company or in the opinion of counsel for the Underwriters, Underwriter is required to be set forth in the Registration Statement or the Prospectus, Prospectus (as then amended or supplemented, would include any untrue statement of a material fact ) or omit to state a material fact necessary should be set forth therein in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if for any other reason it is necessary at any time to amend or supplement the Registration Statement or the Prospectus to comply with the Act or the Rules and Regulations, the Company will promptly notify the Representative thereof and, subject to Section 4(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. (e) The Company will furnish to the Representative, without charge, two (2) signed copies of the Registration Statement and of any post-effective amendment thereto, including financial statements and schedules, and all exhibits thereto and will furnish to the Representative, without charge, for transmittal to each of the other Underwriters, copies of the Registration Statement and any post-effective amendment thereto, including financial statements and schedules but without exhibits. (f) The Company will comply with all the provisions of all undertakings contained in the Registration Statement. (g) On the Effective Date, and thereafter from time to time for such period as the Prospectus is required by the Act to be delivered, the Company will deliver to each of the Underwriters, without charge, as many copies of the Prospectus or any amendment or supplement thereto as the Representative may reasonably request. The Company consents to the use of the Prospectus or any amendment or supplement thereto by the several Underwriters and by all dealers to whom the Shares may be sold, both in connection with the offering or sale of the Shares and for any period of time thereafter during which the Prospectus is required by law to be delivered in connection therewith. If during such period of time any event shall occur which in the judgment of the Company or counsel to the Underwriters should be set forth in the Registration Statement or 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 Registration Statement Prospectus (or to file under the Prospectus Exchange Act any document which, upon filing, becomes an Incorporated Document) in order to comply with the Act or any other law, the Company will forthwith promptly prepare and duly and, subject to the provisions of paragraph (d) above, file with the Commission an appropriate supplement or amendment theretothereto (or to such document), and deliver will promptly furnish to each of the Underwriters, without charge, such Underwriter and any dealers a reasonable number of copies thereof as thereof. In the Representative may event that the Company and you agree that the Prospectus should be amended or supplemented, the Company, if reasonably requestrequested by you, will promptly issue a press release announcing or disclosing the matters to be covered by the proposed amendment or supplement. (hg) Prior to any public offering of the Shares by the Underwriters, the The Company will cooperate with you and with counsel for the Representative and its counsel Underwriter in connection with the registration or qualification of the Shares for offer offering and sale by the Underwriter and by any dealers under the securities or blue sky Blue Sky laws of such jurisdictions in the United States as the Representative you may reasonably requestdesignate and will file such consents to service of process or other documents necessary or appropriate in order to effect such registration or qualification; provided, however, provided that in no event shall the Company be obligated to qualify to do business in any jurisdiction where it is not now so qualified or to take any action which would subject it to general service of process in suits, other than those arising out of the offering or sale of the Shares, in any jurisdiction where it is not now so subject. (i) During the period of five (5) 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. (jh) The Company will make generally available to its security holders a consolidated earnings statement, which need not be audited, covering a twelve- month period commencing after the effective date of its securitiesthe Registration Statement and ending not later than 15 months thereafter, as soon as may be practicablepracticable after the end of such period, but in no event later than the last day of the fifteenth (15th) full calendar month following the calendar quarter in which the Effective Date falls, a consolidated earnings statement (which need not be audited but shall be in reasonable detail) for a period of twelve (12) months commencing after the Effective Date, and satisfying satisfy the provisions of Section 11(a) of the Act (including Rule 158 of the Rules and Regulations). (k) The Company will apply the net proceeds from the offering and sale of the Shares in the manner set forth in the Prospectus under "Use of Proceeds." (l) The Company will not 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.

Agreements of the Company. The Company covenants and agrees with each of the several Underwriters as follows: (a) The Company will not, either prior to the Effective Date or thereafter during such period as the Prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the Act) is required by law to be delivered in connection with sales of the Shares by an Underwriter or dealer, file any amendment or supplement to the Registration Statement or the Prospectus, unless a copy thereof shall first have been submitted to the Representative Representatives within a reasonable period of time prior to the filing thereof and the Representative Representatives shall not have reasonably objected thereto in good faith. (b) If the Registration Statement is not yet effective, the The Company will use its best efforts to cause the Registration Statement to become effective not later than the time indicated in Section 6(a) hereof. The Company effective, and will notify the Representative Representatives promptly, and will confirm such advice in writing, (i) when the Registration Statement has become effective and when any post-effective amendment thereto becomes effective; , (ii) of any request by the Commission for amendments or supplements to the Registration Statement Statement, the Pricing Prospectus or the Prospectus or for additional information; , (iii) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for that purpose or the threat thereof; , (iv) of the happening of any event during the period mentioned in the first third sentence of Section 4(g4(e) that in the judgment of the Company makes any statement of a material fact made in the Registration Statement Statement, the Pricing Prospectus or the Prospectus untrue or that requires the making of any changes in the Registration Statement Statement, the Pricing Prospectus 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, preliminary prospectus or the Prospectus. If at any time the Commission shall issue any order suspending the effectiveness of the Registration Statement, the Company will make every reasonable effort to obtain the withdrawal of such order at the earliest possible moment. 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 430A, 430B or 430C of the Rules and Regulations, the Company will use its best efforts to comply with the provisions of and make all requisite filings with the Commission pursuant to said Rule 430A 430A, 430B and to 430C and notify the Representative Representatives promptly of all such filings. (c) . If the Company elects to rely upon Rule 462(b) of under the Rules and RegulationsAct, the Company shall file the a registration statement under Rule 462(b) Registration Statement with the Commission in compliance with Rule 462(b) of the Rules and Regulations 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, filing either pay to the Commission the filing fee for the such Rule 462(b) Registration Statement registration statement or give irrevocable instructions for the payment of such fee pursuant to Rule 111(b) of the Rules and Regulations. The Company will file promptly all material required to be filed by the Company with the Commission pursuant to Rule 433(d) under the Act. (d) If, at any time when a Prospectus relating to the Shares is required to be delivered under the Act, any event occurs as a result of which, in the judgment of the Company or in the opinion of counsel for the Underwriters, the Registration Statement or the Prospectus, as then amended or 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 circumstances under which they were made, not misleading, or if for any other reason it is necessary at any time to amend or supplement the Registration Statement or the Prospectus to comply with the Act or the Rules and Regulations, the Company will promptly notify the Representative thereof and, subject to Section 4(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. (ec) The Company will furnish to the each Representative, without charge, two (2) signed copies one conformed 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 RepresentativeRepresentatives, without charge, for transmittal to each of the other Underwriters, copies a copy of the Registration Statement and any pre- or post-effective amendment thereto, including financial statements and schedules but without exhibits. (fd) The Company will comply with all the provisions of all any undertakings contained in the Registration Statement. (ge) On the Effective Date, and thereafter from time to time for such period as the Prospectus is required by the Act to be deliveredtime, the Company will deliver to each of the Underwriters, without charge, as many copies of the each Issuer Free Writing Prospectus and Prospectus or any amendment or supplement thereto as the Representative Representatives may reasonably request. The Company consents to the use of the Prospectus or any amendment or supplement thereto by the several Underwriters and by all dealers to whom the Shares may be sold, both in connection with the offering or sale of the Shares and for any period of time thereafter during which the Prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the Act) is required by law to be delivered in connection therewith. If during such period of time any event shall occur which that in the judgment of the Company or counsel to the Underwriters should be set forth in the Registration Statement or 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 Registration Statement or 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 thereof of such supplement or amendment to the Prospectus as the Representative Representatives may reasonably request. Until the termination of the offering of the Shares by the Underwriters, without the prior approval of the Representatives, which approval will not be unreasonably withheld, the Company will not file any document under the Exchange Act or the Exchange Act Rules and Regulations if such document would be deemed to be incorporated by reference into the Prospectus, unless such document is required to be filed by the Company under the Exchange Act or the Exchange Act Rules and Regulations, in which case the Company will provide a copy of such document to the Representatives as soon as reasonably possible prior to the filing thereof with the Commission, but the approval of the Representatives shall not be required prior to the required filing thereof. (hf) Prior to any public offering of the Shares by the UnderwritersShares, the Company will cooperate with the Representative Representatives and its counsel to the Underwriters in connection with the registration or qualification of the Shares for offer and sale under the securities or blue sky Blue Sky laws of such jurisdictions as the Representative Representatives may reasonably 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 which that would subject it to general service of process in any jurisdiction where it is not now so subject. (ig) During The Company will, so long as required under the period Rules and Regulations, furnish to its stockholders as soon as practicable after the end of five each fiscal year an annual report (5) years commencing on the Effective Dateincluding a balance sheet and statements of income, stockholders' equity and cash flow of the Company will furnish to and its consolidated Subsidiaries, if any, certified by independent public accountants) and, as soon as practicable after the Representative and end of each other Underwriter who may so request copies of such 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 statements and other periodic and special reports as information of the Company may from time to time distribute generally to the holders of any class of and its capital stockSubsidiaries, 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 Commissionif any, for such quarter in reasonable detail. (jh) The Company will make generally available to holders of its securities, as soon as may be practicable, but in securities no event later than the last day of the fifteenth Availability Date (15th) full calendar month following the calendar quarter in which the Effective Date fallsas defined below), a consolidated earnings an earning statement (which need not be audited but shall be in reasonable detail) for covering a period of twelve (12) 12 months commencing after the Effective Date, and satisfying Date that will satisfy the provisions of Section 11(a) of the Act (including Rule 158 of the Rules and Regulations). (k) The Company will apply the net proceeds from the offering and sale of the Shares in the manner set forth in the Prospectus under "Use of Proceeds." (l) The Company will not 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.Act

Agreements of the Company. The Company covenants and agrees with each of the several Underwriters as follows: (a) The Company will not, either prior to from the Effective Execution Date or thereafter during until the end of such period as the Final Prospectus is required by law to be delivered in connection with sales of the Shares Securities by an Underwriter or dealer, file any amendment or supplement to the Registration Statement or the Final Prospectus, unless a copy draft thereof shall first have been submitted to the Representative Underwriters within a reasonable period of time prior to the filing thereof and the Representative Underwriters shall not have objected thereto in good faith. (b) If the Registration 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 6(a) hereof. The Company will notify the Representative Underwriters promptly, and will confirm such advice in writing, (i) when the Registration Statement has become effective and when any post-effective amendment thereto to the Registration Statement becomes effective; , (ii) of any request by the Commission for amendments or supplements to the Registration Statement or the Final Prospectus or for additional information; , (iii) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for that purpose or the threat thereof; , (iv) until the end of such period as the Final Prospectus is required by law to be delivered in connection with sales of the Securities by an Underwriter or dealer, of the happening of any event during the period mentioned in the first sentence of Section 4(g) that in the judgment of the Company makes any statement of a material fact made in requires the Company to file an amendment or supplement to the Registration Statement or the Prospectus untrue or that requires the making of any changes in the Registration Statement or the Prospectus in order to make the statements therein, in light of the circumstances in which they are made, not misleading; and (v) of receipt by the Company Company, or any representative representatives or attorney of the Company Company, of any other communication from the Commission relating to the Company, the Registration Statement, the Basic Prospectus, any Preliminary Prospectus, Prospectus or the ProspectusFinal Prospectus or the offering of the Securities. If at any time the Commission shall issue any order suspending the effectiveness of the Registration Statement, the Company will make every reasonable effort to obtain the withdrawal of such order at the earliest possible moment. 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 430A, the Company will use its best efforts to comply with the provisions of and make all requisite filings with the Commission pursuant to said Rule 430A and to notify the Representative promptly of all such filings. (c) If and to the Company elects to rely upon Rule 462(b) of the Rules and Regulationsextent not already furnished, the Company shall file the Rule 462(b) Registration Statement with the Commission in compliance with Rule 462(b) of the Rules and Regulations 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 the Rule 462(b) Registration Statement or give irrevocable instructions for the payment of such fee pursuant to Rule 111(b) of the Rules and Regulations. (d) If, at any time when a Prospectus relating to the Shares is required to be delivered under the Act, any event occurs as a result of which, in the judgment of the Company or in the opinion of counsel for the Underwriters, the Registration Statement or the Prospectus, as then amended or 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 circumstances under which they were made, not misleading, or if for any other reason it is necessary at any time to amend or supplement the Registration Statement or the Prospectus to comply with the Act or the Rules and Regulations, the Company will promptly notify the Representative thereof and, subject to Section 4(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. (e) The Company will furnish to the RepresentativeUnderwriters, without charge, two (2) signed copies one complete copy of the Registration Statement and of any post-effective amendment thereto, including financial statements and schedules, and all exhibits thereto (including any documents filed under the Exchange Act and deemed to be incorporated by reference into the Final Prospectus), and will furnish upon request make available to the RepresentativeUnderwriters, without charge, for transmittal to each of the other Underwriters, additional copies of the Registration Statement and any post-effective amendment thereto, including financial statements and schedules but without exhibitsexhibits and documents incorporated by reference therein. (fd) The Company will comply with all the provisions of all any undertakings contained in the Registration Statement. (ge) On the Effective Date, and thereafter from time to time for such period as the Prospectus is required by the Act to be deliveredtime, the Company will deliver to each of the Underwriters, without charge, as many copies of the Final Prospectus or any amendment or supplement thereto thereto, as the Representative Underwriters may reasonably request. The Company consents to the use of any Preliminary Prospectus and the Final Prospectus or any amendment or supplement thereto by the several Underwriters and by all dealers to whom the Shares Securities may be sold, both in connection with the offering or sale of the Shares Securities and for any period of time thereafter during which the Prospectus a prospectus is required by law to be delivered in connection therewith. If during such period of time time, any event shall occur which in the judgment of the Company or counsel to the Underwriters should be set forth in the Registration Statement or the Final Prospectus in order to make any statement therein, in the light of the circumstances under which it was mademade when delivered, not misleading, or if it is necessary to supplement or amend the Registration Statement or the Final Prospectus to comply with law, the Company will forthwith prepare and duly file with the Commission an appropriate supplement thereto or amendment theretoa document under the Exchange Act deemed to be incorporated therein, and will deliver to each of the Underwriters, without charge, such number of copies thereof as the Representative Underwriters may reasonably request. The Company shall not file any document under the Exchange Act before the termination of the offering of the Securities by the Underwriters if such document would be deemed to be incorporated by reference into any Preliminary Prospectus or the Final Prospectus, unless a draft thereof shall first have been submitted to the Underwriters within a reasonable period of time prior to the filing thereof and the Underwriters shall not have objected thereto in good faith. (hf) Prior to any public offering of the Shares Securities by the Underwriters, the Company will cooperate with the Representative Underwriters and its counsel to the Underwriters in connection with the registration or qualification of the Shares Securities for offer and sale under the securities or blue sky laws of such United States jurisdictions and similar laws of such foreign jurisdictions as the Representative Underwriters may reasonably request, and will maintain such qualifications in effect so long as required for the distribution of the Securities; 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 which would subject it to general service of process or general taxation in any jurisdiction where it is not now so subject. (ig) During the period of five (5) years commencing on the Effective Date, the Company will furnish to the Representative and each other Underwriter who may so request Underwriters, if requested, 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 Underwriters, if requested, a copy of each annual or other report it shall be required to file with the Commission. (jh) The Company will make generally available to holders of its securities, securities as soon as may be practicable, practicable but in no event later than the last day of the fifteenth (15th) full calendar month following the calendar quarter in which the Effective Execution Date falls, a consolidated earnings an earning statement (which need not be audited but shall be in reasonable detail) for a period of twelve (12) 12 months ended commencing after the Effective Date, within the meaning of and satisfying the provisions of Section 11(a) of the Act (including Rule 158 of the Rules and Regulations). (ki) The Unless otherwise agreed by the parties hereto, whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will apply pay, or reimburse if paid by the net proceeds from Underwriters, all costs and expenses incident to the performance of the obligations of the Company under this Agreement, including but not limited to costs and expenses of or relating to (i) the preparation, printing and filing of the Registration Statement and exhibits thereto, the Basic Prospectus, any Preliminary Prospectus, the Final Prospectus and any amendment or supplement to the Registration Statement or the Final Prospectus, (ii) the preparation and delivery of certificates representing the Securities, (iii) the printing of this Agreement, any agreement among underwriters, any dealer agreements and any underwriters' questionnaire, (iv) furnishing (including costs of shipping and mailing) such copies of the Registration Statement, the Basic Prospectus, any Preliminary Prospectus and the Final Prospectus, and all amendments and supplements thereto, as may be requested for use in connection with the offering and sale of the Shares Securities by the Underwriters or by dealers to whom Securities may be sold, (v) any filings required to be made by the Underwriters with the NASD, and the fees, disbursements and other charges of counsel for the Underwriters in connection therewith, (vi) the manner set forth registration or qualification of the Securities for offer and sale under the securities or blue sky laws of such United States jurisdictions and similar laws of such foreign jurisdictions designated pursuant to Section 4(f) hereof, including the fees, disbursements and other charges of counsel for the Underwriters in connection therewith, and the Prospectus under "Use preparation and printing of Proceedspreliminary, supplemental and final blue sky memoranda, (vii) counsel to the Company, (viii) the rating of the Securities by one or more rating agencies and (ix) the Trustee and any agent of the Trustee and the fees, disbursements and other charges of counsel for the Trustee in connection with the Indenture and the Securities." (lj) Unless otherwise agreed by the parties, if this Agreement shall be terminated for any reason by the Company pursuant to any of the provisions hereof (other than pursuant to Section 7 hereof) or if for any reason the Company shall be unable to perform its obligations hereunder, the Company will reimburse the Underwriters for all out-of-pocket expenses (including the fees, disbursements and other charges of counsel for the Underwriters) reasonably incurred by them in connection herewith. (k) The Company will not at any time, directly or indirectly, take any action intendeddescribed in Section 3(t) hereof. (l) Until thirty (30) days from the Execution Date, the Company will not, without the consent of the Representatives, offer, sell or contract to sell, or which might reasonably be expectedotherwise dispose of, to cause or result inby public offering, or which will constituteannounce the public offering of, stabilization any other debt securities of the price Company other than (i) the Securities, (ii) in connection with the remarketing of up to $500,000,000 aggregate principal amount of the shares Company's Senior Notes, Series J, due 2007 and (iii) the incurrence of Common Stock to facilitate indebtedness under the sale Company's credit facilities or resale of any of the Sharesthrough commercial paper issuances.

Agreements of the Company. The Company covenants and agrees with each of the several Underwriters as follows: (a) The Company will not, either prior to the Effective Date 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 Statement, the Base Prospectus or the Prospectus, unless a copy thereof shall first have been submitted to the Representative Representatives within a reasonable period of time prior to the filing thereof and the Representative Representatives shall not have objected thereto in good faith. (b) If the Registration 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 6(a) hereof. The Company will notify the Representative Representatives promptly, and will confirm such advice in writing, (i) when any amendment to the Registration Statement has become been filed or becomes effective and when or any post-effective amendment thereto becomes effective; 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 first third sentence of Section 4(g4(e) that in the judgment of the Company makes any statement of a material fact 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, preliminary prospectus or the Prospectus. If at any time the Commission shall issue any order suspending the effectiveness of the Registration StatementStatement 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. 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 430A430B of the Rules and Regulations, the Company will use its best efforts to comply with the provisions of and make all requisite filings with the Commission pursuant to said Rule 430A 430B and to notify the Representative Representatives promptly of all such filings. (c) . If the Company elects to rely upon Rule 462(b) of under the Rules and RegulationsAct, the Company shall file the a registration statement under Rule 462(b) Registration Statement with the Commission in compliance with Rule 462(b) of the Rules and Regulations by 10:00 p.m., Washington, D.C. time, on the date of this Agreement, and the Company shall at the time of filing, filing either pay to the Commission the filing fee for the such Rule 462(b) Registration Statement registration statement or give irrevocable instructions for the payment of such fee pursuant to Rule 111(b) of the Rules and Regulations. (d) If, at any time when a Prospectus relating to the Shares is required to be delivered under the Act, any event occurs as a result of which, in the judgment of the Company or in the opinion of counsel for the Underwriters, the Registration Statement or the Prospectus, as then amended or 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 circumstances under which they were made, not misleading, or if for any other reason it is necessary at any time to amend or supplement the Registration Statement or the Prospectus to comply with the Act or the Rules and Regulations, the Company will promptly notify the Representative thereof and, subject to Section 4(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. (ec) The Company will furnish to the each Representative, without charge, two (2) one signed copies 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 RepresentativeRepresentatives, without charge, for transmittal to each of the other Underwriters, copies a copy of the Registration Statement and any pre- or post-effective amendment thereto, including financial statements and schedules but without exhibits. (fd) The Company will comply with all the provisions of all any undertakings contained in the Registration Statement. (ge) On the Effective Date, and thereafter from time to time for such period So long as the Prospectus is 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 be deliveredRule 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 or any amendment or supplement thereto Supplement, the Prospectus and each Issuer Free Writing Prospectus as the Representative 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 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 which that in the judgment of the Company or counsel to the Underwriters should be set forth in the Registration Statement or 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 Registration Statement or 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 thereof of such supplement or amendment to the Prospectus as the Representative 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, unless such filing is required by law. 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. (hf) Prior to any public offering of the Shares by the UnderwritersShares, the Company will cooperate with the Representative Representatives and its counsel to the Underwriters in connection with the registration or qualification of the Shares for offer and sale under the securities or blue sky Blue Sky laws of such jurisdictions as the Representative Representatives may reasonably 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 which that would subject it to general service of process in any jurisdiction where it is not now so subject. (ig) During The Company will, so long as required under the period Rules and Regulations, furnish to its stockholders as soon as practicable after the end of five each fiscal year an annual report (5) years commencing on the Effective Dateincluding a balance sheet and statements of income, stockholders’ equity and cash flow of the Company will furnish to and its consolidated Subsidiaries, if any, certified by independent public accountants) and, as soon as practicable after the Representative and end of each other Underwriter who may so request copies of such 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 statements and other periodic and special reports as information of the Company may from time to time distribute generally to the holders and its Subsidiaries, if any, for such quarter in reasonable detail. The requirements 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 this Section 4(g) shall be deemed to be satisfied if the Company timely files the periodic reports required to file be filed by it with the CommissionCommission under the Exchange Act. (jh) The Company will make generally available to holders of its securities, securities (which may include without limitation the public filing of the same by the Company with the Commission) as soon as may be practicable, but in no event later than the last day of the fifteenth Availability Date (15th) full calendar month following the calendar quarter in which the Effective Date fallsas defined below), a consolidated earnings an earning statement (which need not be audited but shall be in reasonable detail) for covering a period of twelve (12) 12 months commencing after the Effective Date, and satisfying 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. (ki) The Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will apply pay or reimburse if paid by the net proceeds from Representatives all costs and expenses incident to the performance of the obligations of the Company 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, Pricing Prospectus, Prospectus, any Issuer Free Writing Prospectus, and any amendment or supplement thereto, (ii) the preparation and delivery of certificates representing the Shares, (iii) the printing of this Agreement, the Agreement Among Underwriters, any Selected Dealer Agreements, any Underwriters’ Questionnaires, any Underwriters’ Powers of Attorney, and any invitation letters to prospective Underwriters, (iv) furnishing (including costs of shipping and mailing) such copies of the Registration Statement, 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, (v) the listing of the Shares on the NSM, (vi) any filings required to be made by the Underwriters with the NASD, and the fees, disbursements and other charges of counsel for the Underwriters in connection therewith, (vii) the manner set forth registration or qualification of the Shares for offer and sale under the securities or Blue Sky laws of such jurisdictions designated pursuant to Section 4(f), including the reasonable fees, disbursements and other reasonable charges of counsel to the Underwriters in connection therewith not to exceed $5,000, and the Prospectus under "Use preparation and printing of Proceedspreliminary, supplemental and final Blue Sky memoranda, (viii) fees, disbursements and other charges of counsel to the Company (but not those of counsel for the Underwriters, except as otherwise provided herein) and of the Accountants, (ix) the transfer agent for the Shares, and (x) any travel expenses of the Company’s officers, directors and employees and any other expenses of the Company in connection with attending or hosting meetings with prospective purchasers of the Shares." (lj) The Company will not at any time, directly or indirectly, take any action intended, designed or which might that would reasonably be expected, expected to cause or result in, or which 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 (other than pursuant to the Company’s existing employee benefit plans, stock option plans or other employee compensation plans disclosed in the Pricing Prospectus or the Prospectus, or pursuant to the exercise of outstanding options or warrants or the conversion of convertible securities outstanding on the date of this Agreement) 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; provided, however, that if (a) during the last 17 days of such 90-day period the Company issues an earnings release or material news or a material event relating to the Company occurs or (b) prior to the expiration of such 90-day period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of such 90-day period, the restrictions imposed by this Section 4(l) shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event, unless Xxxxxxx & Company, LLC waives, in writing, such extension. (m) During the period of 90 days after the date of the Prospectus, the Company will not, without the prior written consent of Xxxxxxx & Company, LLC, grant options to purchase shares of Common Stock at a price less than the initial public offering price (other than pursuant to the Company’s existing employee benefit plans, stock option plans or other employee compensation plans). 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, directors and Oak Investment Partners 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 III hereto.

Agreements of the Company. The Company covenants and agrees with each of the several Underwriters Underwriter as follows: (a) The Company will not, either cause the Prospectus Supplement to be filed as required by Section 3(a) hereof (but only if you have not reasonably objected thereto by notice to the Company after having been furnished a copy a reasonable time prior to the Effective Date or thereafter filing) and will notify you promptly of such filing. The Company will not during such period as the Prospectus is required by law to be delivered in connection with sales of the Shares by an the Underwriter or a dealer, file any amendment or supplement to the Registration Statement or the Prospectus, unless a copy thereof shall first have been submitted to the Representative Underwriter within a reasonable period of time prior to the filing thereof and the Representative Underwriter shall not have objected thereto in good faith. (b) If the Registration 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 6(a) hereof. The Company will notify the Representative Underwriter promptly, and will confirm such advice in writing, (i1) when the Registration Statement has become effective and when any post-effective amendment thereto to the Registration Statement becomes effective; , (ii2) of any request by the Commission for amendments or supplements to the Registration Statement or the Prospectus or for additional information; , (iii3) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for that purpose or the threat thereof; , (iv4) of the happening of any event during the period mentioned in the first second sentence of Section 4(g4(e) that in the judgment of the Company makes any statement of a material fact made in the Registration Statement or the Prospectus untrue or that requires the making of any changes in the Registration Statement or the Prospectus in order to make the statements therein, in light of the circumstances 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 relating to the Company, the Registration Statement, any Preliminary Prospectus, or the Prospectus. If at any time the Commission shall issue any order suspending the effectiveness of the Registration Statement, the Company will make every reasonable effort to obtain the withdrawal of such order at the earliest possible moment. 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 430A, the Company will use its best efforts to comply with the provisions of and make all requisite filings with the Commission pursuant to said Rule 430A and to notify the Representative promptly of all such filings. (c) If the Company elects to rely upon Rule 462(b) of the Rules and Regulations, the Company shall file the Rule 462(b) Registration Statement with the Commission in compliance with Rule 462(b) of the Rules and Regulations 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 the Rule 462(b) Registration Statement or give irrevocable instructions for the payment of such fee pursuant to Rule 111(b) of the Rules and Regulations. (d) If, at any time when a Prospectus relating to the Shares is required to be delivered under the Act, any event occurs as a result of which, in the judgment of the Company or in the opinion of counsel for the Underwriters, the Registration Statement or the Prospectus, as then amended or 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 circumstances under which they were made, not misleading, or if for any other reason it is necessary at any time to amend or supplement the Registration Statement or the Prospectus to comply with the Act or the Rules and Regulations, the Company will promptly notify the Representative thereof and, subject to Section 4(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. (e) The Company will furnish to the RepresentativeUnderwriter, upon request and without charge, two (2) signed copies of the Registration Statement and of any post-effective amendment thereto, including financial statements and schedules, and all exhibits thereto (including any document filed under the Exchange Act and will furnish deemed to be incorporated by reference into the Representative, without charge, for transmittal to each of the other Underwriters, copies of the Registration Statement and any post-effective amendment thereto, including financial statements and schedules but without exhibitsProspectus). (fd) The Company will comply with all the provisions of all any undertakings contained in the Registration Statement. (ge) On the Effective Date, and thereafter from time to time for such period as the Prospectus is required by the Act to be delivered, the The Company will deliver to each of the UnderwritersUnderwriter, without charge, as many copies of the Prospectus containing the Prospectus Supplement or any amendment or supplement thereto as the Representative Underwriter may reasonably request. The Company consents to the use of the Prospectus or any amendment or supplement thereto by the several Underwriters Underwriter and by all dealers to whom the Shares may be sold, both in connection with the offering or sale of the Shares and for any period of time thereafter during which the Prospectus is required by law to be delivered in connection therewith. If during such period of time any event shall occur which in the judgment of the Company or counsel to the Underwriters Underwriter should be set forth in the Registration Statement or 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 Registration Statement or 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 UnderwritersUnderwriter, without charge, such number of copies thereof of such supplement or amendment to the Prospectus as the Representative Underwriter may reasonably request. The Company shall not file any document under the Exchange Act before the termination of the offering of the Shares by the Underwriter if such document would be deemed to be incorporated by reference into the Prospectus which is not approved by the Underwriter after reasonable notice thereof. (hf) Prior to any public offering of the Shares by the Underwriters, the Company will cooperate with the Representative Underwriter and its counsel to the Underwriter in connection with the registration or qualification of the Shares for offer and sale under the securities or blue sky Blue Sky laws of such jurisdictions as the Representative Underwriter may reasonably requestrequest including, without limitation, other jurisdictions outside of the United States; 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 which would subject it to general service of process in any jurisdiction where it is not now so subject. (ig) During the period of five (5) years commencing on the Effective Datedate hereof, the Company will will, upon request for such item by the Underwriter, 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 will, upon request for such item by the Underwriter, 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. (jh) The Company will make generally available to holders of its securities, securities as soon as may be practicable, practicable but in no event later than the last day of the fifteenth (15th) full calendar month following the calendar quarter in which end of the Effective Date fallsCompany's current fiscal quarter, a consolidated an earnings statement (which need not be audited but shall be in reasonable detail) for a period of twelve (12) 12 months commencing beginning after the Effective Datedate upon which the Prospectus Supplement is filed pursuant to Rule 424 under the Act, and satisfying the provisions of Section 11(a) of the Act (including Rule 158 of the Rules and Regulations). (ki) The Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will apply pay, or reimburse if paid by the net proceeds from Underwriter, all fees, costs and expenses incident to the performance of the obligations of the Company under this Agreement, including but not limited to fees, costs and expenses of or relating to (1) the preparation, printing and filing of the Registration Statement and exhibits to it, the Prospectus and any amendment or supplement to the Registration Statement or the Prospectus, (2) the preparation and delivery of certificates representing the Shares, (3) the printing of this Agreement and any Dealer Agreements, (4) furnishing (including costs of shipping and mailing) such copies of the Registration Statement, the Prospectus and any Preliminary Prospectus, and all amendments and supplements thereto, as may be requested for use in connection with the offering and sale of the Shares by the Underwriter or by dealers to whom Shares may be sold, (5) the listing of the Shares on the New York Stock Exchange, (6) filings required to be made by or on behalf of the Company or the Underwriter, including without limitation filings to be made by the Underwriter with the NASD, and the fees, disbursements and other charges of counsel for the Underwriters in connection therewith and filings to be made by the manner set forth Company with the Commission, and the fees, disbursements and other charges of counsel for the Company in connection therewith, (7) the Prospectus registration or qualification of the Shares for offer and sale under the securities or Blue Sky laws of such jurisdictions designated pursuant to Section 4(f), including the fees, disbursements and other charges of counsel to the Underwriter in connection therewith, and the preparation and printing of preliminary, supplemental and final Blue Sky memoranda, (8) counsel to the Company and any surveyors, engineers, appraisers, photographers, accountants and other professionals engaged by or on behalf of the Company, (9) the transfer agent and registrar for the Shares, and (10) preparation of slides, overheads and other presentation material to be used in any "Use road show" or other presentation to potential investors and the hotel, travel and other expenses of Proceedsthe Company's employees in connection with any such "road show" or presentation; provided, however, that with respect to any fees, disbursements and other charges of counsel for the Underwriter in connection with (I) filings made with the NASD and (II) the registration and qualification of the Shares under Blue Sky laws and the preparation of Blue Sky memorandum, the Company shall not be responsible for counsel fees, disbursements and other charges in excess of $15,000. The filing fee paid to the NASD shall not be considered to be "fees, disbursements or other charges" for the purposes of this Section 4(i) and shall be paid by the Company." (lj) If this Agreement shall be terminated by the Company pursuant to any of the provisions hereof (otherwise than pursuant to Section 8 hereof) or if for any reason the Company shall be unable to perform its obligations hereunder, the Company will reimburse the Underwriter for all out-of-pocket expenses (including the fees, disbursements and other charges of counsel to the Underwriter) reasonably incurred by it in connection herewith. (k) The Company will not 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 Shares to facilitate the sale or resale of any of the Shares. (l) The Company will apply the net proceeds from the offering and sale of the Shares to be sold by the Company in the manner set forth in the Prospectus under "Use of Proceeds." (m) The Company will not, with respect to the Shares, invoke the authority granted under Section 5.7 of the Amended and Restated Declaration of Trust (the "DECLARATION OF TRUST") of the Company to revoke the exception contained in Section 5.6.2 of the Declaration of Trust under which Common Shares transferred to an underwriter in a public offering will not be deemed to be Excess Shares (as defined in the Declaration of Trust), notwithstanding the fact that the Shares owned beneficially by the Underwriter may exceed the Ownership Limit (as defined in the Declaration of Trust). (n) The Company will continue to elect to qualify as a "real estate investment trust" under the Code, and will use its best efforts to continue to meet the requirements to qualify as a "real estate investment trust."

Agreements of the Company. The Company covenants and agrees with each of the several Underwriters as follows: (a) The Company will not, either prior to the Effective Date effective date or thereafter during such period as the Prospectus is required by law to be delivered in connection with sales of the Shares by an Underwriter or dealer, file any amendment or supplement to the Registration Statement or the Prospectus, unless a copy thereof shall first have been submitted to the Representative Underwriters within a reasonable period of time prior to the filing thereof and the Representative Underwriters shall not have objected thereto in good faith. (b) If the Registration 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 6(a8(a) hereof. The Company will notify the Representative Underwriters promptly, and will confirm such advice in writing, (i) when the Registration Statement has become effective and when any post-effective amendment thereto becomes effective; (ii) of any request by the Commission for amendments or supplements to the Registration Statement or the Prospectus or for additional information; (iii) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for that purpose or the threat thereof; (iv) of the happening of any event during the period mentioned in the first sentence of Section 4(g5(g) that in the judgment of the Company makes any statement of a material fact made in the Registration Statement or the Prospectus untrue or that requires the making of any changes in the Registration Statement or the Prospectus in order to make the statements therein, in light of the circumstances 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, or the Prospectus. If at any time the Commission shall issue any order suspending the effectiveness of the Registration Statement, the Company will make every reasonable effort to obtain the withdrawal of such order at the earliest possible moment. The Company will prepare the Prospectus in a form -11- approved by the Representative Underwriters 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 430A, the Company will use its best efforts to comply with the provisions of and make all requisite filings with the Commission pursuant to said Rule 430A and to notify the Representative Underwriters promptly of all such filings. (c) If the Company elects to rely upon Rule 462(b) of the Rules and Regulations, the Company shall file the Rule 462(b) Registration Statement with the Commission in compliance with Rule 462(b) of the Rules and Regulations 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 the Rule 462(b) Registration Statement or give irrevocable instructions for the payment of such fee pursuant to Rule 111(b) of the Rules and Regulations. (d) If, at any time when a Prospectus relating to the Shares is required to be delivered under the Act, any event occurs as a result of which, in the judgment of the Company or in the opinion of counsel for the Underwriters, the Registration Statement or the Prospectus, as then amended or 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 circumstances under which they were made, not misleading, or if for any other reason it is necessary at any time to amend or supplement the Registration Statement or the Prospectus to comply with the Act or the Rules and Regulations, the Company will promptly notify the Representative Underwriters thereof and, subject to Section 4(b5(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. (e) The Company will furnish to the RepresentativeUnderwriters, without charge, two three (23) signed copies of the Registration Statement and of any post-effective amendment thereto, including financial statements and schedules, and all exhibits thereto and will furnish to the RepresentativeUnderwriters, without charge, for transmittal to each of the other Underwriters, copies of the Registration Statement and any post-effective amendment thereto, including financial statements and schedules but without exhibits. (f) The Company will comply with all the provisions of all undertakings contained in the Registration Statement. (g) On the Effective Dateeffective date, and thereafter from time to time for such period as the Prospectus is required by the Act to be delivered, the Company will deliver to each of the Underwriters, without charge, as many copies of the Prospectus or any amendment or supplement thereto as the Representative Underwriters may reasonably request. The Company consents to the use of the Prospectus or any amendment or supplement thereto by the several Underwriters and by all dealers to whom the Shares may be sold, both in connection with the offering or sale of the Shares and for any period of time thereafter during which the Prospectus is required by law to be delivered in connection therewith. If during such period of time any event shall occur which in the judgment of the Company or counsel to the Underwriters should be set forth in the Registration Statement or 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 Registration Statement or the Prospectus to comply with law, the Company will forthwith prepare and duly file with the Commission an appropriate supplement or amendment thereto, and deliver to each of the Underwriters, without charge, such number of copies thereof as the Representative Underwriters may reasonably request. (h) Prior to any public offering of the Shares by the Underwriters, the Company will cooperate with the Representative Underwriters and its counsel in connection with the registration or qualification of the Shares for offer and sale under the securities or blue sky laws of such jurisdictions as the Representative Underwriters may reasonably 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 which would subject it to general service of process in any jurisdiction where it is not now so subject. (i) During the period of five (5) years commencing on the Effective Dateeffective date, the Company will furnish to the Representative Underwriters 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 Underwriters 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. (j) The Company will make generally available to holders of its securities, as soon as may be practicable, but in no event later than the last day of the fifteenth (15th) full calendar month following the calendar quarter in which the Effective Date effective date falls, a consolidated earnings statement (which need not be audited but shall be in reasonable detail) for a period of twelve (12) months commencing after the Effective Dateeffective date, and satisfying the provisions of Section 11(a) of the Act (including Rule 158 of the Rules and Regulations). (k) The Company will apply the net proceeds from the offering and sale of the Shares in the manner set forth in the Prospectus under "Use of Proceeds." (l) The Company will not 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. (m) The Company will use its best efforts to list the Shares on the New York Stock Exchange and will file with the New York Stock Exchange all documents and notices required by the New York Stock Exchange of companies that have securities that are listed on the New York Stock Exchange. (n) The Company, during the period when the Prospectus is required to be delivered under the Act, will file all documents required to be filed with the Commission pursuant to the 1934 Act within the periods required by the 1934 Act and the rules and regulations of the Commission thereunder. (o) The Company will not sell, offer or agree to sell, hypothecate, contract to sell, grant any option to sell or otherwise dispose of, directly or indirectly, or enter into any agreement or arrangement that has the effect of transferring the economic effects of holding, any shares of Common Stock or securities convertible into or exchangeable or exercisable for Common Stock or warrants or other rights to purchase Common Stock or any other securities of the Company that are substantially similar to Common Stock or permit the registration under the Act of any shares of Common Stock, except for the registration of the Shares and the sales to the Underwriters pursuant to this Agreement, for the Lock-up Period, without the prior consent of the Underwriters.

Agreements of the Company. The Company covenants and agrees with each of the several Underwriters as follows: (a) The Company will notIf, either prior to at the Effective Date or thereafter during such period as the Prospectus time this Agreement is required by law to be delivered in connection with sales of the Shares by an Underwriter or dealerexecuted and delivered, file any amendment or supplement to it is necessary for the Registration Statement or a post-effective amendment thereto to be declared effective before the Prospectus, unless a copy thereof shall first have been submitted to offering of the Representative within a reasonable period of time prior to the filing thereof and the Representative shall not have objected thereto in good faith. (b) If the Registration Statement is not yet effectiveUnits may commence, the Company will use its best efforts endeavor to cause the Registration Statement or such post-effective amendment to become effective not later than the time indicated in Section 6(a) hereof. The Company as soon as possible and will notify the Representative promptlyadvise you promptly and, and if requested by you, will confirm such advice in writing, (i) when the Registration Statement has become effective and when any or such post-effective amendment thereto becomes has become effective; . (iib) The Company will advise you promptly and, if requested by you, will confirm such advice in writing: (i) of any request by the Commission for amendments amendment of or supplements a supplement to the Registration Statement Statement, any Prepricing Prospectus or the Prospectus or for additional information; (iiiii) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of the suspension of qualification of the Units for offering or sale in any jurisdiction or the initiation of any proceedings proceeding for that purpose such purpose; and (iii) within the period of time referred to in paragraph (f) below, of any change in the Company's condition (financial or the threat thereof; (iv) other), business, prospects, properties, net worth or results of operations, or of the happening of any event during the period mentioned in the first sentence of Section 4(g) that in the judgment of the Company event, which makes any statement of a material fact made in the Registration Statement or the Prospectus (as then amended or supplemented) untrue or that which requires the making of any additions to or changes in the Registration Statement or the Prospectus (as then amended or supplemented) in order to state a material fact required by the Act or the regulations thereunder to be stated therein or necessary in order to make the statements therein, therein in light of the circumstances in under which they are made, were made not misleading; and , or of the necessity to amend or supplement the Prospectus (vas then amended or supplemented) of receipt by to comply with the Company Act 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, or the Prospectuslaw. If at any time the Commission shall issue any stop order suspending the effectiveness of the Registration Statement, the Company will make every reasonable effort to obtain the withdrawal of such order at the earliest possible moment. 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 430A, the Company will use its best efforts to comply with the provisions of and make all requisite filings with the Commission pursuant to said Rule 430A and to notify the Representative promptly of all such filingstime. (c) If the Company elects to rely upon Rule 462(b) of the Rules and Regulations, the Company shall file the Rule 462(b) Registration Statement with the Commission in compliance with Rule 462(b) of the Rules and Regulations 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 the Rule 462(b) Registration Statement or give irrevocable instructions for the payment of such fee pursuant to Rule 111(b) of the Rules and Regulations. (d) If, at any time when a Prospectus relating to the Shares is required to be delivered under the Act, any event occurs as a result of which, in the judgment of the Company or in the opinion of counsel for the Underwriters, the Registration Statement or the Prospectus, as then amended or 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 circumstances under which they were made, not misleading, or if for any other reason it is necessary at any time to amend or supplement the Registration Statement or the Prospectus to comply with the Act or the Rules and Regulations, the Company will promptly notify the Representative thereof and, subject to Section 4(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. (e) The Company will furnish to the Representativeyou, without charge, two : (2i) four signed copies of the Registration Statement registration statement as originally filed with the Commission and of any post-effective each amendment thereto, including financial statements and schedules, and all exhibits thereto and will furnish to the Representative, without charge, for transmittal to each registration statement; and (ii) such number of the other Underwriters, conformed copies of the Registration Statement registration statement as originally filed and any post-effective of each amendment thereto, including financial statements and schedules but without exhibits. (f) The Company will comply with all the provisions of all undertakings contained in the Registration Statement. (g) On the Effective Date, and thereafter from time to time for such period as the Prospectus is required by the Act to be delivered, the Company will deliver to each of the Underwriters, without charge, as many copies of the Prospectus or any amendment or supplement thereto as the Representative you may reasonably request. The Company consents to the use of the Prospectus or any amendment or supplement thereto by the several Underwriters and by all dealers to whom the Shares may be sold, both in connection with the offering or sale of the Shares and for any period of time thereafter during which the Prospectus is required by law to be delivered in connection therewith. If during such period of time any event shall occur which in the judgment of the Company or counsel to the Underwriters should be set forth in the Registration Statement or 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 Registration Statement or the Prospectus to comply with law, the Company will forthwith prepare and duly file with the Commission an appropriate supplement or amendment thereto, and deliver to each of the Underwriters, without charge, such number of copies thereof as the Representative may reasonably request. (h) Prior to any public offering of the Shares by the Underwriters, the Company will cooperate with the Representative and its counsel in connection with the registration or qualification of the Shares for offer and sale under the securities or blue sky laws of such jurisdictions as the Representative may reasonably 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 which would subject it to general service of process in any jurisdiction where it is not now so subject. (i) During the period of five (5) 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. (j) The Company will make generally available to holders of its securities, as soon as may be practicable, but in no event later than the last day of the fifteenth (15th) full calendar month following the calendar quarter in which the Effective Date falls, a consolidated earnings statement (which need not be audited but shall be in reasonable detail) for a period of twelve (12) months commencing after the Effective Date, and satisfying the provisions of Section 11(a) of the Act (including Rule 158 of the Rules and Regulations). (k) The Company will apply the net proceeds from the offering and sale of the Shares in the manner set forth in the Prospectus under "Use of Proceeds." (ld) The Company will not at file any timeamendment to the Registration Statement or make any amendment or supplement to the Prospectus, directly or indirectly, take any action intended, or of 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.you shall not previously have

Agreements of the Company. The Company covenants and agrees with each of the several Underwriters as follows: (a) The Company will notIf, either prior to at the Effective Date or thereafter during such period as the Prospectus time this Agreement is required by law to be delivered in connection with sales of the Shares by an Underwriter or dealerexecuted and delivered, file any it is necessary for a post-effective amendment or supplement to the Registration Statement or to be declared effective before the Prospectus, unless a copy thereof shall first have been submitted to offering of the Representative within a reasonable period of time prior to the filing thereof and the Representative shall not have objected thereto in good faith. (b) If the Registration Statement is not yet effectiveShares may commence, the Company will use its best efforts endeavor to cause the Registration Statement such post-effective amendment to become effective not later than the time indicated in Section 6(a) hereof. The Company as soon as possible and will notify the Representative promptlyadvise you promptly and, and if requested by you, will confirm such advice in writing, (i) when the Registration Statement has become effective and when any such post-effective amendment thereto becomes has become effective; . (iib) The Company will advise you promptly and, if requested by you, will confirm such advice in writing: (i) of any request by the Commission for amendments amendment of or supplements a supplement to the Registration Statement Statement, any Prepricing Prospectus Supplement or the Prospectus or for additional information; (iiiii) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of the suspension of qualification of the Shares for offering or sale in any jurisdiction or the initiation of any proceedings proceeding for that purpose such purpose; and (iii) within the period of time referred to in paragraph (f) below, of any change in the Company's condition (financial or the threat thereof; (iv) other), business, prospects, properties, net worth or results of operations, or of the happening of any event during the period mentioned in the first sentence of Section 4(g) that in the judgment of the Company event, which makes any statement of a material fact made in the Registration Statement or the Prospectus (as then amended or supplemented) untrue or that which requires the making of any additions to or changes in the Registration Statement or the Prospectus (as then amended or supplemented) in order to state a material fact required by the Act or the regulations thereunder to be stated therein or necessary in order to make the statements thereintherein not misleading, in light or of the circumstances in which they are made, not misleading; and necessity to amend or supplement the Prospectus (vas then amended or supplemented) of receipt by to comply with the Company Act 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, or the Prospectuslaw. If at any time the Commission shall issue any stop order suspending the effectiveness of the Registration Statement, the Company will make every reasonable effort to obtain the withdrawal of such order at the earliest possible momenttime. (c) The Company will furnish to you, without charge, (i) five signed copies of the Registration Statement as originally filed with the Commission and of each amendment thereto, including financial statements and all exhibits thereto, (ii) such number of conformed copies of the Registration Statement as originally filed and of each amendment thereto, but without exhibits, as you may reasonably request, (iii) such number of copies of the Incorporated Documents, without exhibits, as you may reasonably request, and (iv) five copies of the exhibits to the Incorporated Documents. (d) The Company will not file any amendment to the Registration Statement or make any amendment or supplement to the Prospectus or, prior to the end of the period of time referred to in the first sentence in subsection (f) below, file any document which upon filing, becomes an Incorporated Document, of which you shall not previously have been advised or to which, after you shall have received a copy of the document proposed to be filed, you shall reasonably object. (e) Prior to the execution and delivery of this Agreement, the Company has delivered to you, without charge, in such quantities as you have requested, copies of the Prepricing Prospectus Supplement. The Company will prepare consents to the Prospectus use, in a form approved accordance with the provisions of the Act and with the securities or Blue Sky laws of the jurisdictions in which the Shares are offered by the Representative several Underwriters and will file such by dealers, prior to the date of the Prospectus, of each Prepricing Prospectus pursuant to Rule 424(bSupplement so furnished by the Company. (f) under the Act not later than the Commission's close of business on the second business day following As soon after the execution and delivery of this Agreement or, if applicable, as possible and thereafter from time to time for such earlier time period as may be in the opinion of counsel for the Underwriters a prospectus is required by Rule 430A(a)(3) under the Act. If the Company has omitted Act to be delivered in connection with sales by any information from the Registration Statement pursuant to Rule 430AUnderwriter or dealer, the Company will expeditiously deliver to each Underwriter and each dealer, without charge, as many copies of the Prospectus (and of any amendment or supplement thereto) as you may reasonably request. Subject to the provisions of subsection (g) below, the Company consents to the use its best efforts to comply of the Prospectus (and of any amendment or supplement thereto) in accordance with the provisions of the Act and make all requisite filings with the Commission pursuant to said Rule 430A and to notify the Representative promptly of all such filings. (c) If the Company elects to rely upon Rule 462(b) securities or Blue Sky laws or real estate syndication laws of the Rules jurisdictions in which the Shares are offered by the several Underwriters and Regulationsby all dealers to whom Shares may be sold, the Company shall file the Rule 462(b) Registration Statement both in connection with the Commission in compliance with Rule 462(b) offering and sale of the Rules Shares and Regulations by 10:00 p.m., Washington, D.C. time, on for such period of time thereafter as the date of this Agreement, and the Company shall at the time of filing, either pay to the Commission the filing fee for the Rule 462(b) Registration Statement or give irrevocable instructions for the payment of such fee pursuant to Rule 111(b) of the Rules and Regulations. (d) If, at any time when a Prospectus relating to the Shares is required by the Act to be delivered under the Act, in connection with sales by any Underwriter or dealer. If during such period of time any event occurs as a result of which, shall occur that in the judgment of the Company or in the opinion of counsel for the Underwriters, Underwriters is required to be set forth in the Registration Statement or the Prospectus, Prospectus (as then amended or supplemented, would include any untrue statement of a material fact ) or omit to state a material fact necessary should be set forth therein in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if for any other reason it is necessary at any time to amend or supplement the Registration Statement or the Prospectus to comply with the Act or the Rules and Regulations, the Company will promptly notify the Representative thereof and, subject to Section 4(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. (e) The Company will furnish to the Representative, without charge, two (2) signed copies of the Registration Statement and of any post-effective amendment thereto, including financial statements and schedules, and all exhibits thereto and will furnish to the Representative, without charge, for transmittal to each of the other Underwriters, copies of the Registration Statement and any post-effective amendment thereto, including financial statements and schedules but without exhibits. (f) The Company will comply with all the provisions of all undertakings contained in the Registration Statement. (g) On the Effective Date, and thereafter from time to time for such period as the Prospectus is required by the Act to be delivered, the Company will deliver to each of the Underwriters, without charge, as many copies of the Prospectus or any amendment or supplement thereto as the Representative may reasonably request. The Company consents to the use of the Prospectus or any amendment or supplement thereto by the several Underwriters and by all dealers to whom the Shares may be sold, both in connection with the offering or sale of the Shares and for any period of time thereafter during which the Prospectus is required by law to be delivered in connection therewith. If during such period of time any event shall occur which in the judgment of the Company or counsel to the Underwriters should be set forth in the Registration Statement or 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 Registration Statement Prospectus (or to file under the Prospectus Exchange Act any document which, upon filing, becomes an Incorporated Document) in order to comply with the Act or any other law, the Company will forthwith prepare and duly and, subject to the provisions of paragraph (d) above, file with the Commission an appropriate supplement or amendment theretothereto (or to such document), and deliver will expeditiously furnish to each of the Underwriters, without charge, such Underwriters and dealers a reasonable number of copies thereof thereof. In the event that the Company and you, as Representatives of the Representative may reasonably requestseveral Underwriters, agree that the Prospectus should be amended or supplemented, the Company, if requested by you, will promptly issue a press release announcing or disclosing the matters to be covered by the proposed amendment or supplement. (hg) Prior to any public offering of the Shares by the Underwriters, the The Company will cooperate with you and with counsel for the Representative and its counsel Underwriters in connection with the registration or qualification of the Shares for offer offering and sale by the several Underwriters and by dealers under the securities or blue sky Blue Sky laws or real estate syndication laws of such jurisdictions as the Representative you may reasonably requestdesignate and will file such consents to service of process or other documents necessary or appropriate in order to effect such registration or qualification; provided, however, provided that in no event shall the Company be obligated to qualify to do business in any jurisdiction where it is not now so qualified or to take any action which would subject it to general service of process in suits, other than those arising out of the offering or sale of the Shares, in any jurisdiction where it is not now so subject. (i) During the period of five (5) 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. (jh) The Company will make generally available to its security holders a consolidated earnings statement, which need not be audited, covering a twelve-month period commencing after the effective date of its securitiesthe Registration Statement and ending not later than 15 months thereafter, as soon as may be practicablepracticable after the end of such period, but in no event later than the last day of the fifteenth (15th) full calendar month following the calendar quarter in which the Effective Date falls, a consolidated earnings statement (which need not be audited but shall be in reasonable detail) for a period of twelve (12) months commencing after the Effective Date, and satisfying satisfy the provisions of Section 11(a) of the Act Act. (i) The Company will furnish to its shareholders, as soon as practicable after the end of each respective period, annual reports (including Rule 158 financial statements audited by independent public accountants) and unaudited quarterly reports of operations for each of the Rules first three quarters of the fiscal year, and Regulations)during the period of three years hereafter, the Company will furnish to you (i) concurrently with mailing or filing, a copy of each report of the Company mailed to shareholders or filed with the Commission, and (ii) from time to time such other information concerning the Company as you may reasonably request. (j) If this Agreement shall terminate or shall be terminated after execution pursuant to any provisions hereof (otherwise than pursuant to the second paragraph of Section 10 hereof or by notice given by you terminating this Agreement pursuant to Section 10 or Section 11 hereof) or if this Agreement shall be terminated by the Underwriters because of any failure or refusal on the part of the Company to comply with the terms or fulfill any of the conditions of this Agreement to be complied with or fulfilled by the Company, the Company agrees to reimburse the Representatives for all reasonable out-of-pocket expenses (including fees and expenses of counsel for the Underwriters) incurred by you in connection with this Agreement. (k) The Company will apply the net proceeds from the offering and sale of the Shares substantially in accordance with the manner description set forth in under the Prospectus under caption "Use of Proceeds" in the Prospectus." (l) The Company will timely file the Prospectus pursuant to Rule 424(b) under the Act and will advise you of the time and manner of such filing. (m) Except as provided in this Agreement, the Company will not at sell, offer to sell, solicit an offer to buy, contract to sell, grant any timeoption to purchase (other than options granted pursuant to the Company's 1994 Stock Incentive Plan or the Non-Employee Directors' Stock Incentive Plan), or otherwise transfer or dispose of any shares of Common Stock or any other securities convertible into, or exercisable or exchangeable for, shares of Common Stock for a period of 90 days after the date of the Prospectus, without the prior written consent of Smitx Xxxxxx Xxx.; provided, however, that the foregoing shall not prohibit the Company or the Partnership from issuing Common Stock, Partnership Units or other securities convertible into Common Stock in connection with the acquisition of one or more hotel properties. (n) The Company has furnished or will furnish to you "lock-up" letters, in form and substance satisfactory to you, signed by each of its current executive officers and directors named in the Prospectus. (o) Except as stated in this Agreement and in any Prepricing Prospectus Supplement and Prospectus, the Company has not taken, nor will it take, directly or indirectly, take any action intended, designed to or which that might reasonably be expected, expected to cause or result in, in stabilization or which will constitute, stabilization manipulation of the price of the shares of Common Stock to facilitate the sale or resale of any of the Shares. (p) The Company will use its best efforts to list the Shares on The New York Stock Exchange.

Agreements of the Company. The Company covenants and agrees with each of the several Underwriters as follows: (a) The Prior to the termination of the offering of the Debentures, the Company will not, either not file any amendment of the Registration Statement or supplement (including the Final Prospectus) to the Basic Prospectus unless the Company has furnished you a copy for your review prior to the Effective Date or thereafter during such period as the Prospectus is required by law to be delivered in connection with sales of the Shares by an Underwriter or dealer, filing and will not file any such proposed amendment or supplement to the Registration Statement or the Prospectus, unless a copy thereof shall first have been submitted which you reasonably object. Subject to the Representative within a reasonable period of time prior to the filing thereof and the Representative shall not have objected thereto in good faith. (b) If the Registration Statement is not yet effectiveforegoing sentence, the Company will use its best efforts to cause the Registration Statement Final Prospectus to become effective not later than be transmitted to the time indicated in Section 6(a) hereofCommission for filing pursuant to Rule 424 by XXXXX and will cause the Final Prospectus to be filed with the Commission pursuant to said Rule. The Company will notify advise the Representative promptly, and will confirm such advice in writing, Representatives promptly (i) when the Final Prospectus shall have been filed pursuant to Rule 424, (ii) when any amendment to the Registration Statement has relating to the Debentures shall have become effective and when any post-effective amendment thereto becomes effective; , (iiiii) of any request by the Commission for amendments or supplements to any amendment of the Registration Statement or amendment of or supplement to the Final Prospectus or for any additional information; , (iiiiv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the initiation institution or threatening of any proceedings proceeding for that purpose or the threat thereof; (iv) of the happening of any event during the period mentioned in the first sentence of Section 4(g) that in the judgment of the Company makes any statement of a material fact made in the Registration Statement or the Prospectus untrue or that requires the making of any changes in the Registration Statement or the Prospectus in order to make the statements therein, in light of the circumstances in which they are made, not misleading; and (v) of the receipt by the Company or of any representative or attorney notification with respect to the suspension of the Company qualification of the Debentures for sale in any jurisdiction or the initiation or threatening of any other communication from the Commission relating to the Company, the Registration Statement, any Preliminary Prospectus, or the Prospectusproceeding for such purpose. If at any time the Commission shall issue any order suspending the effectiveness of the Registration Statement, the The Company will make every reasonable effort to prevent the issuance of any such stop order and, if issued, to obtain as soon as possible 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 430A, the Company will use its best efforts to comply with the provisions of and make all requisite filings with the Commission pursuant to said Rule 430A and to notify the Representative promptly of all such filingsthereof. (c) If the Company elects to rely upon Rule 462(b) of the Rules and Regulations, the Company shall file the Rule 462(b) Registration Statement with the Commission in compliance with Rule 462(b) of the Rules and Regulations 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 the Rule 462(b) Registration Statement or give irrevocable instructions for the payment of such fee pursuant to Rule 111(b) of the Rules and Regulations. (db) If, at any time when a Prospectus prospectus relating to the Shares Debentures is required to be delivered under the ActSecurities Act or the Securities Act Rules and Regulations in connection with sales by an Underwriter or dealer, any event occurs as a result of which, in which the judgment of the Company or in the opinion of counsel for the Underwriters, the Registration Statement or the Prospectus, Final Prospectus as then amended or supplemented, supplemented would include any untrue statement of a material fact or omit to state a any material fact necessary in order to make the statements therein, therein in the light of the circumstances under which they were made, made not misleading, or if for any other reason it is shall be necessary at any time to amend or supplement the Registration Statement or the Final Prospectus to comply with the Securities Act, the Securities Act Rules and Regulations, the Exchange Act or the Exchange Act Rules and Regulations, the Company will promptly notify the Representative thereof and, subject to Section 4(b) hereof, will prepare and file with the Commission, at the Company's expense, an amendment subject to the Registration Statement or first sentence of subparagraph (a) of this Section 5, an amendment or supplement to the Prospectus that corrects which will correct such statement or omission or effects an amendment which will effect such compliance. (c) The Company will make generally available to its security holders and to the Representatives as soon as practicable after the close of the period covered thereby, an earnings statement (in form complying with the provisions of Rule 158 of the Securities Act Rules and Regulations) covering a twelve month period beginning not later than the first day of the Company's fiscal quarter next following the "effective date" (as defined in said Rule 158) of the Registration Statement. (d) The Company will furnish to the Representatives and counsel for the Underwriters, without charge, copies of the Registration Statement (including exhibits thereto) and each amendment thereto which shall become effective on or prior to the Initial Closing Date or any Option Closing Date, as the case may be, and, so long as delivery of a prospectus by an Underwriter or dealer may be required by the Securities Act or the Securities Act Rules and Regulations, as many copies of any Preliminary Final Prospectus and the Final Prospectus and any amendments thereof and supplements thereto as the Representatives may reasonably request. (e) The Company will furnish use its reasonable efforts to arrange for the Representative, without charge, two (2) signed copies of the Registration Statement and of any post-effective amendment thereto, including financial statements and schedules, and all exhibits thereto and will furnish to the Representative, without charge, for transmittal to each of the other Underwriters, copies of the Registration Statement and any post-effective amendment thereto, including financial statements and schedules but without exhibits. (f) The Company will comply with all the provisions of all undertakings contained in the Registration Statement. (g) On the Effective Date, and thereafter from time to time for such period as the Prospectus is required by the Act to be delivered, the Company will deliver to each of the Underwriters, without charge, as many copies of the Prospectus or any amendment or supplement thereto as the Representative may reasonably request. The Company consents to the use of the Prospectus or any amendment or supplement thereto by the several Underwriters and by all dealers to whom the Shares may be sold, both in connection with the offering or sale of the Shares and for any period of time thereafter during which the Prospectus is required by law to be delivered in connection therewith. If during such period of time any event shall occur which in the judgment of the Company or counsel to the Underwriters should be set forth in the Registration Statement or 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 Registration Statement or the Prospectus to comply with law, the Company will forthwith prepare and duly file with the Commission an appropriate supplement or amendment thereto, and deliver to each of the Underwriters, without charge, such number of copies thereof as the Representative may reasonably request. (h) Prior to any public offering of the Shares by the Underwriters, the Company will cooperate with the Representative and its counsel in connection with the registration or qualification of the Debentures and the Conversion Shares for offer and sale under the securities or blue sky laws of such jurisdictions as the Representative Representatives may reasonably requestdesignate and will maintain such qualifications in effect so long as required for the distribution of the Debentures; provided, however, that in no event shall the Company shall not be obligated required to qualify to do business in any jurisdiction where it is not now so qualified or to take any action which would subject it to general or unlimited service of process in of any jurisdiction where it is not now so subject. (if) The Company will apply the net proceeds from the sale of the Debentures, the International Debentures (as defined below) and the 7.25% Debentures as set forth under "Use of Proceeds" in the Final Prospectus. (g) The Company will not 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, under the Securities Act or otherwise, stabilization of the price of any security of the Company to facilitate the sale or resale of the Debentures. (h) During the period of five (5) years commencing on the Effective Initial Closing Date and ending three years from the last Closing Date, the Company will furnish to the Representative and each other Underwriter who may so request Representatives 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 stockstock or file with the Commission, the New York Stock Exchange ("NYSE") or any national securities exchange, 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 therewith. (i) The Company will timely file any document which it is required to file pursuant to the CommissionExchange Act prior to the termination of the Offering. (j) The Company will make generally available currently intends to holders of continue to elect to qualify as a "real estate investment trust" under the Code and use its securities, best efforts to continue to meet the requirement to qualify as soon as may be practicable, but in no event later than the last day of the fifteenth (15th) full calendar month following the calendar quarter in which the Effective Date falls, a consolidated earnings statement (which need not be audited but shall be in reasonable detail) for a period of twelve (12) months commencing after the Effective Date, and satisfying the provisions of Section 11(a) of the Act (including Rule 158 of the Rules and Regulations)REIT. (k) The Company will apply the net proceeds from the offering and sale of the Shares in the manner set forth in the Prospectus under "Use of Proceeds." (l) The Company will not 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.

Agreements of the Company. The Company covenants and agrees with each of the several Underwriters Underwriter as ------------------------- follows: (a) The Company will notIf, either prior to at the Effective Date or thereafter during such period as the Prospectus time this Agreement is required by law to be delivered in connection with sales of the Shares by an Underwriter or dealerexecuted and delivered, file any amendment or supplement to it is necessary for the Registration Statement or a post-effective amendment thereto to be declared effective before the Prospectus, unless a copy thereof shall first have been submitted to offering of the Representative within a reasonable period of time prior to the filing thereof and the Representative shall not have objected thereto in good faith. (b) If the Registration Statement is not yet effectiveShares may commence, the Company will use its best efforts endeavor to cause the Registration Statement or such post-effective amendment to become effective not later than the time indicated in Section 6(a) hereof. The Company as soon as possible and will notify the Representative promptlyadvise you promptly and, and if requested by you, will confirm such advice in writing, (i) when the Registration Statement has become effective and when any or such post-effective amendment thereto becomes has become effective; . (iib) The Company will advise you promptly and, if requested by you, will confirm such advice in writing: (i) of any request by the Commission for amendments amendment of or supplements a supplement to the Registration Statement or the Prospectus or for additional information; (iiiii) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of the suspension of qualification of the Shares for offering or sale in any jurisdiction or the initiation of any proceedings proceeding for that purpose such purpose; and (iii) within the period of time referred to in the first sentence of paragraph (f) below, of any change in the Company's condition, financial or the threat thereof; (iv) other, business, prospects, properties, net worth or results of operations, or of the happening of any event during the period mentioned in the first sentence of Section 4(g) that in the judgment of the Company event, which makes any statement of a material fact made in the Registration Statement or the Prospectus (as then amended or supplemented) untrue or that which requires the making of any additions to or changes in the Registration Statement or the Prospectus (as then amended or supplemented) in order to state a material fact required by the Act to be stated therein or necessary in order to make the statements thereintherein not misleading, in light or of the circumstances in which they are made, not misleading; and necessity to amend or supplement the Prospectus (vas then amended or supplemented) of receipt by to comply with the Company Act 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, or the Prospectuslaw. If at any time the Commission shall issue any stop order suspending the effectiveness of the Registration Statement, the Company will make every use its reasonable effort efforts to obtain the withdrawal of such order at the earliest possible moment. time. (c) The Company will prepare furnish to you upon your request, without charge (i) two signed copies of the registration statement as originally filed with the Commission and of each amendment thereto, including financial statements and all exhibits to the registration statement, (ii) such number of conformed copies of the registration statement as originally filed and of each amendment thereto, but without exhibits, as you may reasonably request, (iii) such number of copies of the Incorporated Documents, without exhibits, as you may reasonably request, and (iv) two copies of the exhibits to the Incorporated Documents. (d) The Company will not file any amendment to the Registration Statement or make any amendment or supplement to the Prospectus or, prior to the end of the period of time referred to in the first sentence in paragraph (f) below, file any document which, upon filing becomes an Incorporated Document, of which you shall not previously have been advised or to which, after you shall have received a form approved by copy of the Representative and document proposed to be filed, you shall reasonably object. (e) The Company will file such Prospectus pursuant use its best efforts to Rule 424(bmeet the requirements to qualify as a "real estate investment trust" (a "REIT") under the Act Internal Revenue Code of 1986, as amended (the "Code") unless the Company's Board of Directors determines by resolution that it is in the best interests of the Company's stockholders not later than the Commission's close of business on the second business day following to so qualify. (f) As soon after the execution and delivery of this Agreement or, if applicable, as possible and thereafter from time to time for such earlier time period as may be in the opinion of counsel for the Underwriters a prospectus is required by Rule 430A(a)(3) under the Act. If Act to be delivered in connection with sales by the Company has omitted Underwriters or any information from the Registration Statement pursuant to Rule 430Adealer, the Company will use its best efforts promptly deliver to comply with the provisions of Underwriters and make all requisite filings with the Commission pursuant to said Rule 430A and to notify the Representative promptly of all such filings. (c) If the Company elects to rely upon Rule 462(b) each dealer, without charge, as many copies of the Rules Prospectus (and Regulationsof any amendment or supplement thereto) as you may reasonably request; provided, however, subsequent to the Company shall file the Rule 462(b) Registration Statement with the Commission in compliance with Rule 462(b) of the Rules and Regulations by 10:00 p.m., Washington, D.C. time, on period ending nine months after the date of this Agreement, and the Company shall at not be required to pay the time costs and expenses of filing, either pay the delivery of such requested copies of the Prospectus (and of any amendment or supplement thereto). The Company consents to the Commission the filing fee for the Rule 462(b) Registration Statement or give irrevocable instructions for the payment of such fee pursuant to Rule 111(b) use of the Rules Prospectus (and Regulations. (dof any amendment or supplement thereto) If, at any time when a Prospectus relating to in accordance with the provisions of the Act and with the securities or Blue Sky laws of the jurisdictions in the United States in which the Shares are offered by the Underwriters and by all dealers to whom Shares may be sold, both in connection with the offering and sale of the Shares and for such period of time thereafter as the Prospectus is required by the Act to be delivered under the Act, in connection with sales by any Underwriter or dealer. If during such period of time any event occurs as a result of which, shall occur that in the judgment of the Company or in the opinion of counsel for the Underwriters, Underwriters is required to be set forth in the Registration Statement or the Prospectus, Prospectus (as then amended or supplemented, would include any untrue statement of a material fact ) or omit to state a material fact necessary should be set forth therein in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if for any other reason it is necessary at any time to amend or supplement the Registration Statement or the Prospectus to comply with the Act or the Rules and Regulations, the Company will promptly notify the Representative thereof and, subject to Section 4(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. (e) The Company will furnish to the Representative, without charge, two (2) signed copies of the Registration Statement and of any post-effective amendment thereto, including financial statements and schedules, and all exhibits thereto and will furnish to the Representative, without charge, for transmittal to each of the other Underwriters, copies of the Registration Statement and any post-effective amendment thereto, including financial statements and schedules but without exhibits. (f) The Company will comply with all the provisions of all undertakings contained in the Registration Statement. (g) On the Effective Date, and thereafter from time to time for such period as the Prospectus is required by the Act to be delivered, the Company will deliver to each of the Underwriters, without charge, as many copies of the Prospectus or any amendment or supplement thereto as the Representative may reasonably request. The Company consents to the use of the Prospectus or any amendment or supplement thereto by the several Underwriters and by all dealers to whom the Shares may be sold, both in connection with the offering or sale of the Shares and for any period of time thereafter during which the Prospectus is required by law to be delivered in connection therewith. If during such period of time any event shall occur which in the judgment of the Company or counsel to the Underwriters should be set forth in the Registration Statement or 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 Registration Statement Prospectus (or to file under the Prospectus Exchange Act any document which, upon filing, becomes an Incorporated Document) in order to comply with the Act or any other law, the Company will forthwith promptly prepare and duly and, subject to the provisions of paragraph (d) above, file with the Commission an appropriate supplement or amendment theretothereto (or to such document), and deliver will promptly furnish to each of the Underwriters, without charge, such Underwriters and any dealers a reasonable number of copies thereof as thereof. In the Representative may event that the Company and you agree that the Prospectus should be amended or supplemented, the Company, if reasonably requestrequested by you, will promptly issue a press release announcing or disclosing the matters to be covered by the proposed amendment or supplement. (hg) Prior to any public offering of the Shares by the Underwriters, the The Company will cooperate with you and with counsel for the Representative and its counsel Underwriters in connection with the registration or qualification of the Shares for offer offering and sale by the Underwriters and by any dealers under the securities or blue sky Blue Sky laws of such jurisdictions in the United States as the Representative you may reasonably requestdesignate and will file such consents to service of process or other documents necessary or appropriate in order to effect such registration or qualification; provided, however, provided that in no event shall the Company be obligated to qualify to do business in any jurisdiction where it is not now so qualified or to take any action which would subject it to general service of process in suits, other than those arising out of the offering or sale of the Shares, in any jurisdiction where it is not now so subject. (i) During the period of five (5) 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. (jh) The Company will make generally available to its security holders a consolidated earnings statement, which need not be audited, covering a twelve- month period commencing after the effective date of its securitiesthe Registration Statement and ending not later than 15 months thereafter, as soon as may be practicablepracticable after the end of such period, but in no event later than the last day of the fifteenth (15th) full calendar month following the calendar quarter in which the Effective Date falls, a consolidated earnings statement (which need not be audited but shall be in reasonable detail) for a period of twelve (12) months commencing after the Effective Date, and satisfying satisfy the provisions of Section 11(a) of the Act Act. (i) During the period of three years hereafter, the Company will furnish to you (i) as soon as available, a copy of each report of the Company mailed to stockholders or filed with the Commission, and (ii) from time to time such other information concerning the Company as you may reasonably request. (j) If this Agreement shall terminate or shall be terminated after execution pursuant to any provisions hereof (otherwise than by notice given by you terminating this Agreement pursuant to Section 10 or Section 11 hereof) or if this Agreement shall be terminated by the Underwriters because of any failure or refusal on the part of the Company to comply with the terms or fulfill any of the conditions of this Agreement, the Company agrees to reimburse the Underwriters for all reasonable out-of-pocket expenses (including Rule 158 reasonable fees and expenses of counsel for the Underwriters) incurred by the Underwriters in connection herewith, but the Company shall not in any event be liable to the Underwriters for damages on account of loss of anticipated profits from the sale by them of the Rules and Regulations)Shares. (k) The Company will apply the net proceeds from the offering and sale of the Shares substantially in accordance with the manner description set forth in the Prospectus under "Use of ProceedsSupplement." (l) The Company will not 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 (i) prepare and timely file with the Commission under Rule 424(b) of the price Act a Prospectus Supplement containing information previously omitted at the time of effectiveness of the shares Registration Statement and (ii) file on a timely basis all reports and any definitive proxy or information statements required to be filed by the Company with the Commission subsequent to the date of Common Stock the Prospectus Supplement and prior to facilitate the sale or resale termination of any the offering of the Shares.

Agreements of the Company. The Company covenants and agrees with each of the several Underwriters as follows: (a) The Company will notIf, either prior to at the Effective Date or thereafter during such period as the Prospectus time this Agreement is required by law to be delivered in connection with sales of the Shares by an Underwriter or dealerexecuted and delivered, file any amendment or supplement to it is necessary for the Registration Statement or a post-effective amendment thereto to be declared effective before the Prospectus, unless a copy thereof shall first have been submitted to offering of the Representative within a reasonable period of time prior to the filing thereof and the Representative shall not have objected thereto in good faith. (b) If the Registration Statement is not yet effectiveShares may commence, the Company will use its best efforts endeavor to cause the Registration Statement or such post-effective amendment to become effective not later than the time indicated in Section 6(a) hereof. The Company as soon as possible and will notify the Representative promptlyadvise you promptly and, and if requested by you, will confirm such advice in writing, (i) when the Registration Statement has become effective and when any or such post-effective amendment thereto becomes has become effective; . (iib) The Company will advise you promptly and, if requested by you, will confirm such advice in writing: (i) of any request by the Commission for amendments amendment of or supplements a supplement to the Registration Statement Statement, any Prepricing Prospectus or the Prospectus or for additional information; (iiiii) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of the suspension of qualification of the Shares for offering or sale in any jurisdiction or the initiation of any proceedings proceeding for that purpose such purpose; and (iii) within the period of time referred to in paragraph (f) below, of any change in the Company's condition (financial or the threat thereof; (iv) other), business, prospects, properties, net worth or results of operations, or of the happening of any event during the period mentioned in the first sentence of Section 4(g) that in the judgment of the Company event, which makes any statement of a material fact made in the Registration Statement or the Prospectus (as then amended or supplemented) untrue or that which requires the making of any additions to or changes in the Registration Statement or the Prospectus (as then amended or supplemented) in order to state a material fact required by the Act or the regulations thereunder to be stated therein or necessary in order to make the statements thereintherein not misleading, in light or of the circumstances in which they are made, not misleading; and necessity to amend or supplement the Prospectus (vas then amended or supplemented) of receipt by to comply with the Company Act 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, or the Prospectuslaw. If at any time the Commission shall issue any stop order suspending the effectiveness of the Registration Statement, the Company will make every reasonable effort to obtain the withdrawal of such order at the earliest possible momenttime. (c) The Company will furnish to you, without charge (i) four signed copies of the registration statement as originally filed with the Commission and of each amendment thereto, including financial statements and all exhibits to the registration statement, (ii) such number of conformed copies of the registration statement as originally filed and of each amendment thereto, but without exhibits, as you may reasonably request, (iii) such number of copies of the Incorporated Documents, without exhibits, as you may reasonably request, and (iv) four copies of the exhibits to the Incorporated Documents. (d) The Company will not file any amendment to the Registration Statement or make any amendment or supplement to the Prospectus or, prior to the end of the period of time referred to in the first sentence in subsection (f) below, file any document which, upon filing becomes an Incorporated Document, of which you shall not previously have been advised or to which, after you shall have received a copy of the document proposed to be filed, you shall reasonably object. (e) Prior to the execution and delivery of this Agreement, the Company has delivered to you, without charge, in such quantities as you have requested, copies of each form of the Prepricing Prospectus. The Company will prepare consents to the Prospectus use, in a form approved accordance with the provisions of the Act and with the securities or Blue Sky laws of the jurisdictions in which the Shares are offered by the Representative several Underwriters and will file such by dealers, prior to the date of the Prospectus, of each Prepricing Prospectus pursuant to Rule 424(bso furnished by the Company. (f) under the Act not later than the Commission's close of business on the second business day following As soon after the execution and delivery of this Agreement or, if applicable, as possible and thereafter from time to time for such earlier time period as may be in the opinion of counsel for the Underwriters a prospectus is required by Rule 430A(a)(3) under the Act. If the Company has omitted Act to be delivered in connection with sales by any information from the Registration Statement pursuant to Rule 430AUnderwriter or dealer, the Company will expeditiously deliver to each Underwriter and each dealer, without charge, as many copies of the Prospectus (and of any amendment or supplement thereto) as you may reasonably request. The Company consents to the use its best efforts to comply of the Prospectus (and of any amendment or supplement thereto) in accordance with the provisions of the Act and make all requisite filings with the Commission pursuant to said Rule 430A and to notify the Representative promptly of all such filings. (c) If the Company elects to rely upon Rule 462(b) securities or Blue Sky laws of the Rules jurisdictions in which the Shares are offered by the several Underwriters and Regulationsby all dealers to whom Shares may be sold, the Company shall file the Rule 462(b) Registration Statement both in connection with the Commission in compliance with Rule 462(b) offering and sale of the Rules Shares and Regulations by 10:00 p.m., Washington, D.C. time, on for such period of time thereafter as the date of this Agreement, and the Company shall at the time of filing, either pay to the Commission the filing fee for the Rule 462(b) Registration Statement or give irrevocable instructions for the payment of such fee pursuant to Rule 111(b) of the Rules and Regulations. (d) If, at any time when a Prospectus relating to the Shares is required by the Act to be delivered under the Act, in connection with sales by any Underwriter or dealer. If during such period of time any event occurs as a result of which, shall occur that in the judgment of the Company or in the opinion of counsel for the Underwriters, Underwriters is required to be set forth in the Registration Statement or the Prospectus, Prospectus (as then amended or supplemented, would include any untrue statement of a material fact ) or omit to state a material fact necessary should be set forth therein in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if for any other reason it is necessary at any time to amend or supplement the Registration Statement or the Prospectus to comply with the Act or the Rules and Regulations, the Company will promptly notify the Representative thereof and, subject to Section 4(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. (e) The Company will furnish to the Representative, without charge, two (2) signed copies of the Registration Statement and of any post-effective amendment thereto, including financial statements and schedules, and all exhibits thereto and will furnish to the Representative, without charge, for transmittal to each of the other Underwriters, copies of the Registration Statement and any post-effective amendment thereto, including financial statements and schedules but without exhibits. (f) The Company will comply with all the provisions of all undertakings contained in the Registration Statement. (g) On the Effective Date, and thereafter from time to time for such period as the Prospectus is required by the Act to be delivered, the Company will deliver to each of the Underwriters, without charge, as many copies of the Prospectus or any amendment or supplement thereto as the Representative may reasonably request. The Company consents to the use of the Prospectus or any amendment or supplement thereto by the several Underwriters and by all dealers to whom the Shares may be sold, both in connection with the offering or sale of the Shares and for any period of time thereafter during which the Prospectus is required by law to be delivered in connection therewith. If during such period of time any event shall occur which in the judgment of the Company or counsel to the Underwriters should be set forth in the Registration Statement or 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 Registration Statement Prospectus (or to file under the Prospectus Exchange Act any document which, upon filing, becomes an Incorporated Document) in order to comply with the Act or any other law, the Company will forthwith prepare and duly and, subject to the provisions of paragraph (d) above, file with the Commission an appropriate supplement or amendment theretothereto (or to such document), and deliver will expeditiously furnish to each of the Underwriters, without charge, such Underwriters and dealers a reasonable number of copies thereof thereof. In the event that the Company and you, as Representatives of the Representative may reasonably requestseveral Underwriters, agree that the Prospectus should be amended or supplemented, the Company, if requested by you, will promptly issue a press release announcing or disclosing the matters to be covered by the proposed amendment or supplement. (hg) Prior to any public offering of the Shares by the Underwriters, the The Company will cooperate with you and with counsel for the Representative and its counsel Underwriters in connection with the registration or qualification of the Shares for offer offering and sale by the several Underwriters and by dealers under the securities or blue sky Blue Sky laws of such jurisdictions as the Representative you may reasonably requestdesignate and will file such consents to service of process or other documents necessary or appropriate in order to effect such registration or qualification; provided, however, provided that in no event shall the Company be obligated to qualify to do business in any jurisdiction where it is not now so qualified or to take any action which would subject it to general service of process in suits, other than those arising out of the offering or sale of the Shares, in any jurisdiction where it is not now so subject. (i) During the period of five (5) 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. (jh) The Company will make generally available to its security holders an earning statement, which need not be audited, covering a twelve-month period commencing after the effective date of its securitiesthe Registration Statement and ending not later than 15 months thereafter, as soon as may be practicable, but in no event later than the last day of the fifteenth (15th) full calendar month following the calendar quarter in which the Effective Date falls, a consolidated earnings statement (which need not be audited but shall be in reasonable detail) for a period of twelve (12) months commencing practicable after the Effective Dateend of such period, and satisfying which earning statement shall satisfy the provisions of Section 11(a) of the Act Act. (i) During the period of three years hereafter, the Company will furnish to you (i) as soon as available, a copy of each report of the Company mailed to stockholders or filed with the Commission, and (ii) from time to time such other information concerning the Company as you may reasonably request; provided that following the first anniversary of the date hereof, the Company shall only be obligated to furnish such information pursuant to this clause (ii) if you have entered into reasonably satisfactory confidentiality arrangements with the Company. (j) If this Agreement shall terminate or shall be terminated after execution pursuant to any provisions hereof (otherwise than pursuant to the second paragraph of Section 12 hereof or by notice given by you terminating this Agreement pursuant to Section 12 or Section 13 hereof) or if this Agreement shall be terminated by the Underwriters because of any failure or refusal on the part of the Company or the Selling Stockholders to comply with the terms or fulfill any of the conditions of this Agreement, the Company agrees to reimburse the Representatives for all out-of-pocket expenses (including Rule 158 fees and expenses of counsel for the Rules and Regulations)Underwriters) incurred by you in connection herewith. (k) The Company will apply the net proceeds from the offering and sale of the Shares to be sold by it hereunder substantially in accordance with the manner description set forth in the Prospectus under "Use of ProceedsProspectus." (l) The If Rule 430A of the Act is employed, the Company will timely file the Prospectus pursuant to Rule 424(b) under the Act and will advise you of the time and manner of such filing. (m) Except as provided in this Agreement or as permitted or required by the Company's 1992 Employee Stock Incentive Plan and Non-Employee Director Stock Option Plan, the Company will not at sell, contract to sell or otherwise dispose of any timeCommon Stock or any securities convertible into or exercisable or exchangeable for Common Stock, or grant any options or warrants to purchase Common Stock, for a period of 120 days after the date of the Prospectus, without the prior written consent of Xxxxx Xxxxxx Inc. (n) The Company has furnished or will furnish to you "lock-up" letters, in form and substance satisfactory to you, to the same effect as the agreements set forth in Section 6(d) below and with a term of 90 days after the date of the Prospectus, signed by each of its current executive officers and directors (other than the Selling Stockholders) and its stockholders designated by you, except that the lock-up letters signed by [four] of such executive officers will permit without restriction the sale of an aggregate of 80,000 shares of Class A Common Stock by such [four] executive officers. (o) Except as stated in this Agreement and in the Prepricing Prospectus and Prospectus, the Company has not taken, nor will it take, directly or indirectly, take any action intended, designed to or which that might reasonably be expected, expected to cause or result in, in stabilization or which will constitute, stabilization manipulation of the price of the shares of Common Stock to facilitate the sale or resale of any of the Shares. (p) The Company will use its best efforts to have the shares of Common Stock which it agrees to sell under this Agreement listed, subject to notice of issuance, on the Nasdaq National Market on or before the Closing Date.

Agreements of the Company. The Company covenants and agrees with each of the several Underwriters Placement Agent as follows: (a) The Company will not, either prior to the Effective Date or thereafter during such period as the Prospectus is required by law to be delivered in connection with sales of the Shares by an Underwriter or dealer, not file any amendment or supplement to the Registration Statement or the Prospectus, unless a copy thereof shall first have been submitted to the Representative Placement Agent within a reasonable period of time prior to the filing thereof thereof, and the Representative Placement Agent shall not have objected thereto in good faith. (b) If the Registration Statement is has not yet become effective, the Company will use its best efforts to cause the Registration Statement to become effective not later than the time indicated in Section 6(a) hereofas soon as practicable. The Company will notify the Representative Placement Agent promptly, and will confirm such advice in writing, (i1) when the Registration Statement has become effective (if applicable) and when any post-effective amendment thereto becomes effective; , (ii2) of any request by the Commission for amendments or supplements to the Registration Statement or the Prospectus or for additional information; , (iii3) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for that purpose or the threat thereof; , (iv4) of the happening of any event during the period mentioned in the first third sentence of Section 4(g4(e) that that, in the judgment of the Company Company, makes any statement of a material fact 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 of material fact therein, in 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 relating to the Company, the Registration Statement, any Preliminary Prospectus, preliminary prospectus or the Prospectus. If at any time the Commission shall issue any order suspending the effectiveness of the Registration Statement, the Company will make every reasonable effort to obtain the withdrawal of such order at the earliest possible moment. 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 430A430A of the Rules and Regulations, the Company will use its best efforts to comply with the provisions of and make all requisite filings with the Commission pursuant to said Rule 430A and to will notify the Representative Placement Agent promptly of all such filings. (c) If the Company elects to rely upon Rule 462(b) of the Rules and Regulations, the Company shall file the Rule 462(b) Registration Statement with the Commission in compliance with Rule 462(b) of the Rules and Regulations 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 the Rule 462(b) Registration Statement or give irrevocable instructions for the payment of such fee pursuant to Rule 111(b) of the Rules and Regulations. (d) If, at any time when a Prospectus relating to the Shares is required to be delivered under the Act, any event occurs as a result of which, in the judgment of the Company or in the opinion of counsel for the Underwriters, the Registration Statement or the Prospectus, as then amended or 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 circumstances under which they were made, not misleading, or if for any other reason it is necessary at any time to amend or supplement the Registration Statement or the Prospectus to comply with the Act or the Rules and Regulations, the Company will promptly notify the Representative thereof and, subject to Section 4(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. (e) The Company will furnish to the RepresentativePlacement Agent, without charge, two (2) signed copies of the Registration Statement and of any post-effective amendment thereto, including financial statements and schedules, and all exhibits thereto and will furnish to the Representative, without charge, for transmittal to each of the other Underwriters, copies of the Registration Statement and any post-effective amendment thereto, including financial statements and schedules but without exhibits. (fd) The Company will comply with all the provisions of all any undertakings contained in the Registration Statement. (ge) On the Effective Date, and thereafter from time to time for such period as the Prospectus is required by the Act to be deliveredtime, the Company will deliver to each of the UnderwritersPlacement Agent, without charge, as many copies of the Prospectus or any amendment or supplement thereto as the Representative Placement Agent may reasonably request. The Company consents to the use of the Prospectus or any amendment or supplement thereto by the several Underwriters Placement Agent 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 therewithits designees. If during such period of time any event shall occur which which, in the judgment of the Company or counsel to the Underwriters Placement Agent, should be set forth in the Registration Statement or the Prospectus in order to make any statement of material fact therein, in the light of the circumstances under which it was made, not misleading, or if it is necessary to supplement or amend the Registration Statement or 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 UnderwritersPlacement Agent, without charge, such number of copies thereof as the Representative Placement Agent may reasonably request. (h) Prior to any public offering of the Shares by the Underwriters, the Company will cooperate with the Representative and its counsel in connection with the registration or qualification of the Shares for offer and sale under the securities or blue sky laws of such jurisdictions as the Representative may reasonably 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 which would subject it to general service of process in any jurisdiction where it is not now so subject. (if) During the period of five (5) years commencing on the Effective Date, the Company will furnish to the Representative and each other Underwriter who may so request Placement Agent copies of such financial statements and other periodic and special reports as the Company may from time to time distribute generally to the holders of any class of its capital stock, and will furnish to the Representative and each other Underwriter who may so request Placement Agent a copy of each annual or other report it shall be required to file with the Commission. (jg) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay (i) all costs, fees and expenses incurred in connection with the performance of the Company's obligations hereunder, including without limiting the generality of the foregoing, all costs, fees and expenses relating to (1) the preparation, printing and filing of the Registration Statement and exhibits to it, each preliminary prospectus, the Prospectus and any amendment or supplement to the Registration Statement or the Prospectus, (2) the preparation and delivery of certificates representing the Shares, (3) the production and reproduction of this Agreement, the Escrow Agreement and other documents used in connection with the transactions contemplated hereby, (4) furnishing (including costs of shipping and mailing) such copies of the Registration Statement, the Prospectus and any preliminary prospectus, and all amendments and supplements thereto, as may be requested for use in connection with the offering and sale of the Shares, (5) the quotation of the Shares on the Nasdaq Small-Cap Market, (6) legal counsel for the Company and (7) the Company's independent accountants and the independent accountants of entities acquired by the Company, (ii) all costs, fees and expenses (including legal fees and disbursements of counsel for the Placement Agent) incurred by the Placement Agent in connection with (1) qualifying or registering all or any part of the Shares for offer and sale under applicable state securities laws, including the preparation of a blue sky memorandum relating to the Shares and (2) clearance of such offering with the NASD; (iii) all costs, fees and expenses of the Company's transfer agent, printing of the certificates for the Shares and all transfer taxes, if any, with respect to the sale and delivery of the Shares to the Investors; and (iv) all costs, fees and expenses incurred in connection with the escrow contemplated by Section 2 hereof, including the costs, fees and expenses of the Escrow Agent. In addition, the Company shall reimburse other expenses incurred by the Placement Agent to the extent set forth in the letter agreement dated September 25, 1996 between the Company and the Placement Agent, a copy of which is attached hereto as Exhibit A. (h) 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 last day of the fifteenth (15th) full calendar month following the calendar quarter in which the Effective Date falls, a consolidated an earnings statement (which need not be audited but shall be in reasonable detail) for a period of twelve (12) 12 months ended, commencing after the Effective Date, and satisfying the provisions of Section 11(a) of the Act (including Rule 158 of the Rules and Regulations). (k) The Company will apply the net proceeds from the offering and sale of the Shares in the manner set forth in the Prospectus under "Use of Proceeds." (li) The Company will not at any time, directly or indirectly, take any action intendeddesigned, 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. (j) The Company will apply the net proceeds from the offering and sale of the Shares in the manner set forth in the Prospectus under the caption "Use of Proceeds." (k) During the period commencing on the date hereof and ending 90 days after the Closing Date, the Company will not, without the prior written consent of the Placement Agent, offer, sell, offer to sell, contract to sell, grant any option to purchase or otherwise sell or dispose (or announce any offer, sale, offer of sale, contract of sale, grant of any option to purchase or other sale or disposition) of any shares of Common Stock or any securities convertible into, or exchangeable or exercisable for, shares of Common Stock other than pursuant to (i) outstanding stock options and warrants disclosed in the Prospectus, (ii) the Company stock option plans disclosed in the Prospectus, under which all options granted subsequent to the date hereof have an exercise price not less than the fair market value on the date of grant or (iii) the negotiation and consummation of potential acquisitions by the Company, provided that any shares of Common Stock issued in connection therewith will not be freely transferable during such 90 day period. (l) As soon as practicable after the date hereof and in no event later than the Closing Date, the Company will cause each of its officers and directors, each beneficial owner of any outstanding shares of Common Stock to enter into agreements with the Placement Agent to the effect that for a period beginning on the date of such agreement and ending 90 days after the Closing Date they will not, without the prior written consent of the Placement Agent, offer, sell, offer to sell, contract to sell, grant any option to purchase or otherwise sell or dispose (or announce any offer, sale, offer of sale, contract of sale, grant of any option to purchase or other sale or disposition) of any shares of Common Stock or any securities convertible into, or exchangeable or exercisable for, shares of Common Stock except as otherwise agreed by the Company and the Placement Agent prior to the effective date of the Registration Statement. (m) The Company will cooperate with the Placement Agent in qualifying or registering the Shares for sale under the state securities laws of such jurisdictions as you designate, and will continue such qualifications in effect so long as reasonably required for the distribution of the Shares. In connection with such qualification or registration of the Shares, the Company shall not be required to qualify as a foreign corporation or to file a general consent to service of process in any such jurisdiction where it is not currently qualified or where it would be subject to taxation as a foreign corporation. (n) As soon as practicable after the date hereof, the Company will use its best efforts to cause the Common Stock (including the Shares) to be listed on the Nasdaq Stock Market's National Market. (o) The Company will use its best efforts to cause the closing of the Chesapeake Acquisition to be completed on the Closing Date concurrently with or immediately after the Closing of the sale of the Shares pursuant to this Agreement.

Agreements of the Company. The Company covenants and agrees with each of the several Underwriters Underwriter as follows: (a) The Company will notIf, either prior to at the Effective Date or thereafter during such period as the Prospectus time this Agreement is required by law to be delivered in connection with sales of the Shares by an Underwriter or dealerexecuted and delivered, file any it is necessary for a post-effective amendment or supplement to the Registration Statement or to be declared effective before the Prospectus, unless a copy thereof shall first have been submitted to offering of the Representative within a reasonable period of time prior to the filing thereof and the Representative shall not have objected thereto in good faith. (b) If the Registration Statement is not yet effectiveShares may commence, the Company will use its best efforts endeavor to cause the Registration Statement such post-effective amendment to become effective not later than the time indicated in Section 6(a) hereof. The Company as soon as possible and will notify the Representative promptlyadvise you promptly and, and if requested by you, will confirm such advice in writing, (i) when the Registration Statement has become effective and when any such post-effective amendment thereto becomes has become effective; . (iib) The Company will advise you promptly and, if requested by you, will confirm such advice in writing: of any request by the Commission for amendments amendment of or supplements a supplement 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 of the suspension of qualification of the Shares for offering or sale in any jurisdiction or the initiation of any proceedings proceeding for that purpose such purpose; and within the period of time referred to in paragraph (e) below, of any change in the Company's condition (financial or the threat thereof; (iv) other), business, prospects, properties, net worth or results of operations, or of the happening of any event during the period mentioned in the first sentence of Section 4(g) that in the judgment of the Company event, which makes any statement of a material fact made in the Registration Statement or the Prospectus (as then amended or supplemented) untrue or that which requires the making of any additions to or changes in the Registration Statement or the Prospectus (as then amended or supplemented) in order to state a material fact required by the Act or the regulations thereunder to be stated therein or necessary in order to make the statements thereintherein not misleading, in light or of the circumstances in which they are made, not misleading; and necessity to amend or supplement the Prospectus (vas then amended or supplemented) of receipt by to comply with the Company Act 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, or the Prospectuslaw. If at any time within the time period referred to in paragraph (e) the Commission shall issue any stop order suspending the effectiveness of the Registration Statement, the Company will make every reasonable effort to obtain the withdrawal of such order at the earliest possible moment. time. (c) The Company will prepare furnish to you, without charge and upon your request, (i) such number of conformed copies of the Registration Statement as originally filed and of each amendment thereto, but without exhibits, as you may reasonably request, (ii) such number of copies of the Incorporated Documents, without exhibits, as you may reasonably request, and (iii) one copy of the exhibits to the Incorporated Documents. (d) The Company will not file any amendment to the Registration Statement or make any amendment or supplement to the Prospectus or, prior to the end of the period of time referred to in the first sentence in subsection (e) below, file any document which upon filing, becomes an Incorporated Document, of which you shall not previously have been advised or to which, after you shall have received a form approved by copy of the Representative and will file such Prospectus pursuant document proposed to Rule 424(bbe filed, you shall reasonably object. (e) under the Act not later than the Commission's close of business on the second business day following As soon after the execution and delivery of this Agreement or, if applicable, as possible and thereafter from time to time for such earlier time period as may be in the opinion of counsel for the Underwriter a prospectus is required by Rule 430A(a)(3) under the Act. If Act to be delivered in connection with sales by the Company has omitted Underwriter or any information from the Registration Statement pursuant to Rule 430Adealer, the Company will expeditiously deliver to the Underwriter and each dealer, without charge, as many copies of the Prospectus (and of any amendment or supplement thereto) as you may reasonably request. Subject to the provisions of subsection (f) below, the Company consents to the use its best efforts to comply of the Prospectus (and of any amendment or supplement thereto) in accordance with the provisions of the Act and make all requisite filings with the Commission pursuant to said Rule 430A and to notify the Representative promptly of all such filings. (c) If the Company elects to rely upon Rule 462(b) securities or Blue Sky laws or real estate syndication laws of the Rules jurisdictions in the United States in which the Shares are offered by the Underwriter and Regulationsby all dealers to whom Shares may be sold, the Company shall file the Rule 462(b) Registration Statement both in connection with the Commission in compliance with Rule 462(b) offering and sale of the Rules Shares and Regulations by 10:00 p.m., Washington, D.C. time, on for such period of time thereafter as the date of this Agreement, and the Company shall at the time of filing, either pay to the Commission the filing fee for the Rule 462(b) Registration Statement or give irrevocable instructions for the payment of such fee pursuant to Rule 111(b) of the Rules and Regulations. (d) If, at any time when a Prospectus relating to the Shares is required by the Act to be delivered under in connection with sales by the Act, Underwriter or any dealer. If during such period of time any event occurs as a result of which, shall occur that in the judgment of the Company or in the opinion of counsel for the Underwriters, Underwriter is required to be set forth in the Registration Statement or the Prospectus, Prospectus (as then amended or supplemented, would include any untrue statement of a material fact ) or omit to state a material fact necessary should be set forth therein in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if for any other reason it is necessary at any time to amend or supplement the Registration Statement or the Prospectus to comply with the Act or the Rules and Regulations, the Company will promptly notify the Representative thereof and, subject to Section 4(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. (e) The Company will furnish to the Representative, without charge, two (2) signed copies of the Registration Statement and of any post-effective amendment thereto, including financial statements and schedules, and all exhibits thereto and will furnish to the Representative, without charge, for transmittal to each of the other Underwriters, copies of the Registration Statement and any post-effective amendment thereto, including financial statements and schedules but without exhibits. (f) The Company will comply with all the provisions of all undertakings contained in the Registration Statement. (g) On the Effective Date, and thereafter from time to time for such period as the Prospectus is required by the Act to be delivered, the Company will deliver to each of the Underwriters, without charge, as many copies of the Prospectus or any amendment or supplement thereto as the Representative may reasonably request. The Company consents to the use of the Prospectus or any amendment or supplement thereto by the several Underwriters and by all dealers to whom the Shares may be sold, both in connection with the offering or sale of the Shares and for any period of time thereafter during which the Prospectus is required by law to be delivered in connection therewith. If during such period of time any event shall occur which in the judgment of the Company or counsel to the Underwriters should be set forth in the Registration Statement or 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 Registration Statement Prospectus (or to file under the Prospectus Exchange Act any document which, upon filing, becomes an Incorporated Document) in order to comply with the Act or any other law, the Company will forthwith prepare and duly and, subject to the provisions of paragraph (d) above, file with the Commission an appropriate supplement or amendment theretothereto (or to such document), and deliver will expeditiously furnish to each of the Underwriters, without charge, such Underwriter and dealers a reasonable number of copies thereof as thereof. In the Representative may reasonably requestevent that the Company and you agree that the Prospectus should be amended or supplemented, the Company, if requested by you, will promptly issue a press release announcing or disclosing the matters to be covered by the proposed amendment or supplement. (hf) Prior to any public offering of the Shares by the Underwriters, the The Company will cooperate with you and with counsel for the Representative and its counsel Underwriter in connection with the registration or qualification of the Shares for offer offering and sale by the Underwriter and by dealers under the securities or blue sky Blue Sky laws or real estate syndication laws of such jurisdictions as the Representative you may reasonably requestdesignate and will file such consents to service of process or other documents necessary or appropriate in order to effect such registration or qualification; provided, however, provided that in no event shall the Company be obligated to qualify to do business in any jurisdiction where it is not now so qualified or to take any action which would subject it to general service of process in suits, other than those arising out of the offering or sale of the Shares, in any jurisdiction where it is not now so subject. (i) During the period of five (5) 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. (jg) The Company will make generally available to its security holders of its securities, as soon as may be practicable, but in no event later than the last day of the fifteenth (15th) full calendar month following the calendar quarter in which the Effective Date falls, a consolidated earnings statement (statement, which need not be audited but audited, which shall be in reasonable detail) for a period of twelve (12) months commencing after the Effective Date, and satisfying satisfy the provisions of Section 11(a) of the Act Act. (h) The Company will furnish to its shareholders, as soon as practicable after the end of each respective fiscal year, an annual report (including Rule 158 of the Rules and Regulationsfinancial statements audited by independent public accountants). (ki) If this Agreement shall terminate or shall be terminated after execution by the Underwriter because of any failure or refusal on the part of the Company to comply with the terms or fulfill any of the conditions of this Agreement to be complied with or fulfilled by the Company, the Company agrees to reimburse you for all reasonable out-of-pocket expenses (including fees and expenses of your counsel) incurred by you in connection with this Agreement. (j) The Company will apply the net proceeds from the offering and sale of the Shares substantially in accordance with the manner description set forth in under the Prospectus under caption "Use of Proceeds" in the Prospectus." (k) The Company will timely file the Prospectus pursuant to Rule 424(b) under the Act and will advise you or your counsel of the time and manner of such filing. (l) The Except as stated in this Agreement and in the Prospectus, the Company has not taken, nor will not at any timeit take, directly or indirectly, take any action intended, designed to or which that might reasonably be expected, expected to cause or result in, in stabilization or which will constitute, stabilization manipulation of the price of the shares of Common Stock to facilitate the sale or resale of any of the Shares. (m) The Company will use its best efforts to list the Shares on the NYSE. (n) Subject to the determination by the Board of Directors of the Company to the contrary, the Company will use its best efforts to meet the requirements to qualify as a real estate investment trust under the Internal Revenue Code of 1986, as amended (the "Code") and to cause the Partnership to be treated as a partnership for federal income tax purposes. (o) Except as provided in this Agreement, the Company will not offer, sell, contract to sell, pledge or otherwise dispose of any Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or grant any options or warrants to purchase Common Stock for a period of 30 days after the date of the Prospectus Supplement, without the prior written consent of the Underwriter, except for options or Common Stock issued pursuant to stock option or stock purchase plans as described in the Prospectus or the Incorporated Documents.

Agreements of the Company. The Company covenants and agrees with each of the several Underwriters as follows: (a) The Company will not, either prior to the Effective Date 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 the Underwriters or a dealer, file any amendment or supplement to the Registration Statement Statement, the Base Prospectus or the Prospectus, unless a copy thereof shall first have been submitted to the Representative Representatives within a reasonable period of time prior to the filing thereof and the Representative Representatives shall not have objected thereto in good faith. (b) If the Registration 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 6(a) hereof. The Company will notify the Representative Representatives promptly, and and, if requested by the Representatives, will confirm such advice in writing, (i) when any amendment to the Registration Statement has become been filed or becomes effective and when or any post-effective amendment thereto becomes effective; 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 first third sentence of Section 4(g4(e) that in the judgment of the Company makes any statement of a material fact made in the Registration Statement or the Prospectus include any untrue statement of a material fact or that requires the making of any changes in the Registration Statement or the Prospectus omit to state a material fact necessary in order to make the statements therein, therein not misleading in light of the circumstances in which they are madethen existing, 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, preliminary prospectus or the Prospectus. If at any time the Commission shall issue any order suspending the effectiveness of the Registration StatementStatement 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. 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 Actsoon as possible. If the Company has omitted any information from the Registration Statement pursuant to Rule 430A430B of the Rules and Regulations, the Company will use its best efforts to comply with the provisions of and make all requisite filings with the Commission pursuant to said Rule 430A 430B and to notify the Representative Representatives promptly of all such filings. (c) . If the Company elects to rely upon Rule 462(b) of under the Rules and RegulationsAct, the Company shall file the a registration statement under Rule 462(b) Registration Statement with the Commission in compliance with Rule 462(b) of the Rules and Regulations by 10:00 p.m., Washington, D.C. Eastern time, on the date of this Agreement, and the Company shall at the time of filing, filing either pay to the Commission the filing fee for the such Rule 462(b) Registration Statement registration statement or give irrevocable instructions for the payment of such fee pursuant to Rule 111(b) of the Rules and Regulations. (d) If, at any time when a Prospectus relating to the Shares is required to be delivered under the Act, any event occurs as a result of which, in the judgment of the Company or in the opinion of counsel for the Underwriters, the Registration Statement or the Prospectus, as then amended or 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 circumstances under which they were made, not misleading, or if for any other reason it is necessary at any time to amend or supplement the Registration Statement or the Prospectus to comply with the Act or the Rules and Regulations, the Company will promptly notify the Representative thereof and, subject to Section 4(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. (ec) The Company will furnish to the RepresentativeUnderwriters, without charge, two (2) a signed copies 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 RepresentativeUnderwriters, without charge, for transmittal to each of the other Underwriters, copies a copy of the Registration Statement and any pre- or post-effective amendment thereto, including financial statements and schedules but without exhibits. (fd) The Company will comply with all the provisions of all any undertakings contained in the Registration Statement. (ge) On So long as delivery of a prospectus by the Effective Date, and thereafter from time to time for such period as the Prospectus is Underwriters or by dealers may be required by the Act (including in circumstances where such requirement may be satisfied pursuant to be deliveredRule 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 Prospectus or any amendment or supplement thereto and each Issuer Free Writing Prospectus as the Representative Underwriters may reasonably request. The Company consents to the use of each preliminary prospectus, the Prospectus, each Issuer Free Writing Prospectus or any amendment or supplement thereto by the several Underwriters and by all dealers to whom the Shares may be sold, both in connection with the offering or sale of the Shares and for any period of time thereafter during which the Prospectus is required by law to be delivered in connection therewith. If during such period of time any event shall occur which that in the reasonable judgment of the Company or counsel to the Underwriters should be set forth in the Registration Statement or Prospectus in order that the Prospectus will not include any untrue statement of a material fact or omit to state a material fact necessary in order to make any statement therein, the statements therein not misleading in the light of the circumstances under which then existing at the time it was made, not misleadingis delivered to a purchaser, or if it is necessary to supplement or amend the Registration Statement or 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 thereof of such supplement or amendment to the Prospectus as the Representative Underwriters 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 light of the circumstances prevailing at that subsequent time, not misleading, the Company will promptly notify the Representatives and, if requested by the Representatives, will promptly amend or supplement, at its own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement or omission. (hf) Prior to any public offering of the Shares by the UnderwritersShares, the Company will cooperate with the Representative Underwriters and its counsel to the Underwriters in connection with the registration or qualification of the Shares for offer and sale under the securities or blue sky Blue Sky laws of such jurisdictions as the Representative Underwriters may reasonably 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 which that would subject it to general service of process in any jurisdiction where it is not now so subject. (ig) During The Company will, so long as required under the period Rules and Regulations, furnish to its stockholders as soon as practicable after the end of five each fiscal year an annual report (5) years commencing on the Effective Dateincluding a balance sheet and statements of income, stockholders’ equity and cash flow of the Company will furnish to and its consolidated Subsidiaries, if any, certified by independent public accountants) and, as soon as practicable after the Representative and end of each other Underwriter who may so request copies of such 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 statements and other periodic and special reports as information of the Company may from time to time distribute generally to the holders of any class of and its capital stockSubsidiaries, 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 Commissionif any, for such quarter in reasonable detail. (jh) 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 last day of the fifteenth Availability Date (15th) full calendar month following the calendar quarter in which the Effective Date fallsas defined below), a consolidated an earnings statement (which need not be audited but shall be in reasonable detail) for covering a period of twelve (12) 12 months commencing after the Effective Date, and satisfying Date that will satisfy the provisions of Section 11(a) of the Act (including Rule 158 of the Rules and Regulations). (k) . 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. The Company will apply the net proceeds from the offering and sale of the Shares in the manner set forth in the Prospectus under "Use of Proceedsshall be deemed to have made available such information by filing it on XXXXX." (l) The Company will not 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.

Agreements of the Company. The Company covenants and agrees with each of the several Underwriters as follows: (a) The Company will notIf, either prior to at the Effective Date or thereafter during such period as the Prospectus time this Agreement is required by law to be delivered in connection with sales of the Shares by an Underwriter or dealerexecuted and delivered, file any it is necessary for a post-effective amendment or supplement to the Registration Statement or to be declared effective before the Prospectus, unless a copy thereof shall first have been submitted to offering of the Representative within a reasonable period of time prior to the filing thereof and the Representative shall not have objected thereto in good faith. (b) If the Registration Statement is not yet effectiveShares may commence, the Company will use its best efforts to cause the Registration Statement such post-effective amendment to become effective not later than as soon as possible and will advise the time indicated in Section 6(a) hereof. The Company will notify Representatives promptly and, if requested by the Representative promptlyRepresentatives, and will confirm such advice in writing, (i) when the Registration Statement has become effective and when any immediately after such post-effective amendment thereto becomes has become effective. (b) If, at any time prior to the filing of the Prospectus pursuant to Rule 424(b), any event occurs as a result of which the Disclosure Package would (x) include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made or the circumstances then prevailing not misleading or (y) conflict with the information contained in the Registration Statement, the Company will (i) notify promptly the Representatives so that any use of the Disclosure Package may cease until it is amended or supplemented; (ii) amend or supplement the Disclosure Package to correct such statement, omission or conflicting information; and (iii) supply any amendment or supplement to the Representatives in such quantities as may be reasonably requested. (c) The Company will advise the Representatives promptly and, if requested by the Representatives, will confirm such advice in writing: (i) of any review, issuance of comments, or request by the Commission or its staff on or for amendments an amendment of or supplements a supplement to the Registration Statement Statement, any Preliminary Prospectus or the Prospectus or for additional informationinformation regarding the Company, its affiliates or its filings with the Commission, whether or not such filings are incorporated by reference into the Registration Statement, any Preliminary Prospectus or the Prospectus; (iiiii) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of the suspension of qualification of the Shares or the Preferred Shares for offering or sale in any jurisdiction or the initiation of any proceedings proceeding for that such purpose or any examination pursuant to Section 8(e) of the threat thereofAct relating to the Registration Statement or Section 8A of the Act in connection with the offering of the Shares; (iii) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Shares or the Preferred Shares for sale in any jurisdiction or the institution or threatening of any proceeding for such purpose; and (iv) within the period of time referred to in the first sentence in subsection (f) below, of any change in the Company’s condition (financial or other), business, prospects, properties, net worth or results of operations, or of the happening of any event during the period mentioned event, which results in the first sentence of Section 4(g) that in the judgment of the Company makes any statement of a material fact made in the Registration Statement or the Prospectus (as then amended or supplemented) being untrue or that which requires the making of any additions to or changes in the Registration Statement or the Prospectus (as then amended or supplemented) in order to state a material fact required by the Act to be stated therein or necessary in order to make the statements thereintherein not misleading, in light or of the circumstances in which they are made, not misleading; and necessity to amend or supplement the Prospectus (vas then amended or supplemented) of receipt by to comply with the Company Act 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, or the Prospectuslaw. If at any time the Commission shall issue any stop order suspending the effectiveness of the Registration Statement, the Company will make every reasonable effort to obtain the withdrawal of such order at the earliest possible momenttime. (d) The Company will furnish to the Representatives and counsel to the Representatives, without charge: (i) ten (10) signed copies of the Registration Statement as originally filed with the Commission and of each amendment thereto, including financial statements and all exhibits to the Registration Statement; (ii) such number of conformed copies of the Registration Statement as originally filed and of each amendment thereto, but without exhibits, as the Underwriters may request; (iii) such number of copies of the Incorporated Documents, without exhibits, as the Representatives may request; and (iv) ten copies of the exhibits to the Incorporated Documents. The Company will prepare pay all of the expenses of printing or other production of all documents relating to the offering. (e) The Company will not file any amendment to the Registration Statement or make any amendment or supplement to the Prospectus or, prior to the end of the period of time referred to in the first sentence in subsection (f) below, file any document which upon filing becomes an Incorporated Document, of which the Representatives shall not previously have been advised or to which, after the Representatives shall have received a form approved by copy of the Representative document proposed to be filed, the Representatives shall reasonably object; and no such further document, when it is filed, will contain an untrue statement of a material fact or will omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading. The Company will give the Representatives notice of its intention to make any other filing pursuant to the Exchange Act from the Execution Time to the Closing Time and will file furnish the Representatives with copies of any such Prospectus pursuant documents a reasonable amount of time prior to Rule 424(bsuch proposed filing. (f) under the Act not later than the Commission's close of business on the second business day following As soon after the execution and delivery of this Agreement or, if applicable, as possible and thereafter from time to time for such earlier time period as in the opinion of counsel for the Underwriters a prospectus is required by the Act to be delivered in connection with sales by the Underwriters or any dealer (including circumstances where such requirement may be required by Rule 430A(a)(3) under the Act. If the Company has omitted any information from the Registration Statement satisfied pursuant to Rule 430A172), the Company will use its best efforts file promptly all reports and any definitive proxy or information statements required to comply with be filed by the provisions of and make all requisite filings Company with the Commission pursuant to said Rule 430A and to notify the Representative promptly of all such filings. (c) If the Company elects to rely upon Rule 462(bSection 13(a), 13(c), 14 or 15(d) of the Rules and Regulations, the Company shall file the Rule 462(b) Registration Statement with the Commission in compliance with Rule 462(b) of the Rules and Regulations by 10:00 p.m., Washington, D.C. time, on the date of this Agreement, Exchange Act and the Company shall at the time of filing, either pay will expeditiously deliver to the Commission the filing fee for the Rule 462(b) Registration Statement or give irrevocable instructions for the payment of such fee pursuant to Rule 111(b) Underwriters and each dealer, without charge, as many copies of the Rules Prospectus (and Regulations. (d) Ifof any amendment or supplement thereto), at any time when a Preliminary Prospectus relating and any Issuer Free Writing Prospectus as the Representatives may request. The Company consents to the use of the Prospectus (and of any amendment or supplement thereto) in accordance with the provisions of the Act and with the securities or blue sky laws of the jurisdictions in which the Shares are offered by the several Underwriters and by all dealers to whom Shares may be sold, both in connection with the offering and sale of the Shares and for such period of time thereafter as the Prospectus is required by the Act to be delivered under the Act, in connection with sales by any Underwriters or dealers. If during such period of time: (i) any event occurs shall occur as a result of which, in the judgment of the Company Company, or in the opinion of counsel for the Underwriters, the Registration Statement or the Prospectus, Prospectus as then amended or supplemented, supplemented would include any an untrue statement of a material fact or omit to state a any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were madewhen the Prospectus is delivered to a purchaser, not misleading, ; or (ii) if for any other reason it is necessary at any time to supplement the Prospectus or amend or supplement the Registration Statement (or to file under the Prospectus Exchange Act any document which, upon filing, becomes an Incorporated Document) in order to comply with the Act, the Exchange Act or the Rules and Regulationsany other law, the Company will promptly notify the Representative thereof Representatives of such event and forthwith prepare and, subject to Section 4(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. provisions of paragraph (e) The Company will furnish to the Representativeabove, without charge, two (2) signed copies of the Registration Statement and of any post-effective amendment thereto, including financial statements and schedules, and all exhibits thereto and will furnish to the Representative, without charge, for transmittal to each of the other Underwriters, copies of the Registration Statement and any post-effective amendment thereto, including financial statements and schedules but without exhibits. (f) The Company will comply with all the provisions of all undertakings contained in the Registration Statement. (g) On the Effective Date, and thereafter from time to time for such period as the Prospectus is required by the Act to be delivered, the Company will deliver to each of the Underwriters, without charge, as many copies of the Prospectus or any amendment or supplement thereto as the Representative may reasonably request. The Company consents to the use of the Prospectus or any amendment or supplement thereto by the several Underwriters and by all dealers to whom the Shares may be sold, both in connection with the offering or sale of the Shares and for any period of time thereafter during which the Prospectus is required by law to be delivered in connection therewith. If during such period of time any event shall occur which in the judgment of the Company or counsel to the Underwriters should be set forth in the Registration Statement or 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 Registration Statement or the Prospectus to comply with law, the Company will forthwith prepare and duly file with the Commission an appropriate supplement or amendment theretothereto (or to such document), and deliver will expeditiously furnish to each of the Underwriters, without charge, such Underwriters and dealers a reasonable number of copies thereof as thereof. In the Representative may reasonably requestevent that the Company and the Representatives agree that the Prospectus should be amended or supplemented, the Company, if requested by the Representatives, will promptly issue a press release announcing or disclosing the matters to be covered by the proposed amendment or supplement. (hg) Prior to any public offering of the Shares by the Underwriters, the The Company will will: (i) cooperate with the Representative Underwriters and its with counsel for the Underwriters in connection with the registration or qualification of the Shares and the Preferred Shares for offer offering and sale by the Underwriters and by dealers under the securities or blue sky laws of such jurisdictions as the Representative Underwriters may reasonably requestdesignate; provided(ii) maintain such qualifications in effect so long as required for the distribution of the Shares; (iii) pay any fee of the Financial Industry Regulatory Authority, however, in connection with its review of the offering; and (iv) file such consents to service of process or other documents necessary or appropriate in order to effect such registration or qualification; provided that in no event shall the Company be obligated to qualify to do business in any jurisdiction where it is not now so qualified or to take any action which would subject it to general service of process in suits, other than those arising out of the offering or sale of the Shares, in any jurisdiction where it is not now so subject. (ih) During The Company agrees that, unless it has or shall have obtained the period prior written consent of five the Representatives, it has not made and will not make any offer relating to the Shares that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a “free writing prospectus” (5as defined in Rule 405) years commencing on the Effective Date, required to be filed by the Company with the Commission or retained by the Company under Rule 433, other than the free writing prospectus containing the information contained in the final term sheet prepared and filed pursuant to Section 5(t) hereto; provided that the prior written consent of the parties hereto shall be deemed to have been given in respect of the Free Writing Prospectuses included in Schedule II hereto and any electronic road show. Any such free writing prospectus consented to by the Representatives or the Company is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company agrees that (x) it has treated and will furnish to the Representative and each other Underwriter who may so request copies of such financial statements and other periodic and special reports treat, as the Company case may from time to time distribute generally to the holders of any class of its capital stockbe, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus and (y) it has complied and will furnish comply, as the case may be, with the requirements of Rules 164 and 433 applicable to the Representative and each other Underwriter who may so request a copy any Permitted Free Writing Prospectus, including in respect of each annual or other report it shall be required to file timely filing with the Commission, legending and record keeping. (ji) The Company will make generally available to its security holders and to the Representatives a consolidated earnings statement, which need not be audited, covering a 12-month period commencing after the effective date of its securitiesthis Agreement and ending not later than 15 months thereafter, as soon as may be practicablepracticable after the end of such period, but in no event later than the last day of the fifteenth (15th) full calendar month following the calendar quarter in which the Effective Date falls, a consolidated earnings statement (which need not be audited but shall be in reasonable detail) for a period of twelve (12) months commencing after the Effective Date, and satisfying satisfy the provisions of Section 11(a) of the Act (including and Rule 158 under the Act. (j) During the period commencing on the date hereof and ending on the date occurring three (3) years hereafter, the Company will furnish to the Representatives: (i) as soon as available, if requested, a copy of each report of the Rules Company mailed to stockholders or filed with the Commission; and Regulations)(ii) from time to time such other information concerning the Company as the Representatives may reasonably request. (k) If this Agreement shall terminate or shall be terminated after execution pursuant to any provisions hereof, or if this Agreement shall be terminated by the Underwriters because of any inability, failure or refusal on the part of the Company to comply with the terms or fulfill any of the conditions of this Agreement, the Company shall reimburse the Underwriters for all out-of-pocket expenses (including fees and expenses of counsel for the Underwriters) incurred by the Underwriters in connection herewith. (l) The Company will apply the net proceeds from the offering and sale of the Shares substantially in accordance with the manner description set forth in the Prospectus under "Use of ProceedsProspectus." (lm) If Rule 430A, 430B or 430C of the Act is employed, the Company will timely file the Prospectus pursuant to Rule 424(b) under the Act and will advise the Underwriters of the time and manner of such filing. (n) The Company has not taken, nor will not at any timeit take, directly or indirectly, take any action intendeddesigned to, or which that might reasonably be expected, expected to cause or result in, under the Exchange Act or which will constituteotherwise, 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. (o) The Company will comply and will use its best efforts to cause its tenants to comply in all material respects with all applicable Environmental Laws (as hereinafter defined). (p) The Company will use its best efforts to continue to qualify as a real estate investment trust (a “REIT”) under the Internal Revenue Code of 1986, as amended (the “Code”), and to continue to have each of its corporate subsidiaries (other than its taxable REIT subsidiaries) comply with all applicable laws and regulations necessary to maintain a status as a “qualified REIT subsidiary” under the Code. (q) The Company will use all reasonable best efforts to do or perform all things required to be done or performed by the Company prior to the Closing Date to satisfy all conditions precedent to the delivery of the Shares pursuant to this Agreement. (r) The Company will not, without the prior written consent of the Representatives, offer, sell, contract to sell, pledge or otherwise dispose of any debt securities issued or guaranteed by the Company or any class of capital stock (other than the Shares) ranking senior to the Preferred Shares with respect to dividend rights or rights upon liquidation, dissolution or winding up for a period of sixty (60) days after the Closing Date. (s) The Company will comply with all applicable securities and other applicable laws, rules and regulations, including, without limitation, the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”), and to use its best efforts to cause the Company’s directors and officers, in their capacities as such, to comply with such laws, rules and regulations, including, without limitation, the provisions of the Xxxxxxxx-Xxxxx Act. (t) Unless requested otherwise by the Representatives, the Company will prepare a final term sheet, containing solely a description of final terms of the Shares and the offering thereof, in the form and substance approved by the Representatives and attached as Exhibit A hereto and will file such final term sheet with the Commission as soon as practical after the Execution Time. The Company will file any other Issuer Free Writing Prospectus to the extent required by Rule 433 under the Securities Act within the time period required by such rule. The Company will retain, pursuant to reasonable procedures developed in good faith, copies of each Issuer Free Writing Prospectus that is not filed with the Commission in accordance with Rule 433(g) under the Securities Act. (u) The Company will use best efforts to complete all required filings with the New York Stock Exchange and other necessary actions in order to cause the Shares to be listed and admitted and authorized for trading on the New York Stock Exchange, subject to notice of issuance. (v) At or prior to the Closing Date, the Company will prepare and file a registration statement on Form 8-A with the Commission covering the Shares. (w) The Company will prepare and file articles supplementary to the Company’s articles of incorporation, authorizing the Series B Preferred Stock and designating the rights, preferences and restrictions relating thereto (the “Articles Supplementary”) with the Department of Assessments and Taxation of the State of Maryland (“Maryland DAT”) prior to the Closing.

Agreements of the Company. The Company covenants and agrees with each of the several Underwriters Placement Agent as follows: (a) The Registration Statement has become effective, and if Rule 430A is used or the filing of the Prospectus is otherwise required under Rule 424(b), the Company will file the Prospectus (properly completed if Rule 430A has been used), subject to the prior approval of the Placement Agent (which approval shall not be unreasonably withheld or delayed), pursuant to Rule 424(b) within the prescribed time period and will provide a copy of such filing to the Placement Agent promptly following such filing. (b) The Company will not, either prior to the Effective Date or thereafter during such period as the Prospectus is would be required by law to be delivered in connection with sales of the Shares Offered Securities by an Underwriter underwriter or dealerdealer in connection with the offering contemplated by this Agreement, file any amendment or supplement to the Registration Statement or the Prospectus, Prospectus unless a copy thereof shall first have been submitted to the Representative Placement Agent within a reasonable period of time prior to the filing thereof and the Representative shall not have objected thereto Company has in good faithfaith considered any reasonable objections or comments of the Placement Agent. (bc) If the Registration 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 6(a) hereof. The Company will notify the Representative Placement Agent promptly, and will will, if requested, confirm such advice notification in writing, (i1) when the Registration Statement has become effective and when any post-effective amendment thereto to the Registration Statement becomes effective, but only during the period mentioned in Section 4(b); (ii2) of any request by the Commission for any amendments or supplements to the Registration Statement or any amendment or supplements to the Prospectus or any Issuer Free Writing Prospectus or for additional information, but only during the period mentioned in Section 4(b); (iii3) of the issuance by the Commission of any stop order preventing or suspending the effectiveness of the Registration Statement Statement, or the initiation of any proceedings for that purpose or the threat thereof, but only during the period mentioned in Section 4(b); (iv4) of becoming aware of the happening occurrence of any event during the period mentioned in the first sentence of Section 4(g4(b) that in the judgment of the Company makes any statement of a material fact made in the Registration Statement or the Prospectus untrue in any material respect or that requires the making of any changes in the Registration Statement or the Prospectus in order to make the statements therein, in light of the circumstances in which they are made, not misleading; and (v5) of receipt by the Company or of any representative or attorney notification with respect to any suspension of the Company qualification of the Offered Securities for offer and sale in any other communication from the Commission relating to the Company, the Registration Statement, any Preliminary Prospectus, or the Prospectusjurisdiction. If at any time the Commission shall issue any order suspending the effectiveness of the Registration StatementStatement in connection with the offering contemplated hereby, the Company will make every reasonable effort to obtain the withdrawal of any 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 Statement, pursuant to Rule 430A, the Company it will use its best efforts to comply with the provisions of and make all requisite filings with the Commission pursuant to said Rule 430A and to notify the Representative Placement Agent promptly of all such filings. (c) If the Company elects to rely upon Rule 462(b) of the Rules and Regulations, the Company shall file the Rule 462(b) Registration Statement with the Commission in compliance with Rule 462(b) of the Rules and Regulations 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 the Rule 462(b) Registration Statement or give irrevocable instructions for the payment of such fee pursuant to Rule 111(b) of the Rules and Regulations. (d) If, at any time when a Prospectus relating to the Shares Offered Securities is required to be delivered under the Act, the Company becomes aware of the occurrence of any event occurs as a result of which, in the judgment of the Company or in the opinion of counsel for the Underwriters, the Registration Statement or which the Prospectus, as then amended or supplemented, would would, in the reasonable judgment of counsel to the Company or counsel to the Placement Agent, 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 circumstances under which they were made, not misleading, or the Registration Statement, as then amended or supplemented, would, in the reasonable judgment of counsel to the Company or counsel to the Placement Agent, 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 necessary, in the reasonable judgment of counsel to the Company or counsel to the Placement Agent, at any time to amend or supplement the Prospectus or the Registration Statement or the Prospectus to comply with the Act or the Rules and Regulations, the Company will promptly notify the Representative thereof Placement Agent and, subject to Section 4(b) hereof, will promptly prepare and file with the Commission, at the Company's ’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. (e) The Company compliance and will furnish deliver to the RepresentativePlacement Agent, without charge, two (2) signed such number of copies of the Registration Statement and of any post-effective amendment thereto, including financial statements and schedules, and all exhibits thereto and will furnish to the Representative, without charge, for transmittal to each of the other Underwriters, copies of the Registration Statement and any post-effective amendment thereto, including financial statements and schedules but without exhibits. (f) The Company will comply with all the provisions of all undertakings contained in the Registration Statement. (g) On the Effective Date, and thereafter from time to time for such period thereof as the Prospectus is required by the Act to be delivered, the Company will deliver to each of the Underwriters, without charge, as many copies of the Prospectus or any amendment or supplement thereto as the Representative Placement Agent may reasonably request. The Company consents to the use of the Prospectus or any amendment or supplement thereto by the several Underwriters Placement Agent. (e) The Company will furnish to the Placement Agent and by all dealers to whom its counsel, without charge (i) one conformed copy of the Shares may be sold, both in connection Registration Statement as originally filed with the offering or sale of Commission and each amendment thereto, including financial statements and schedules, and all exhibits thereto, (ii) so long as a prospectus relating to the Shares and for any period of time thereafter during which the Prospectus Offered Securities is required by law to be delivered in connection therewith. If during such period under the Act, as many copies of time any event shall occur which in the judgment of the Company or counsel to the Underwriters should be set forth in the Registration Statement each Issuer Free Writing Prospectus, Preliminary Prospectus or the Prospectus in order to make or any statement therein, in the light of the circumstances under which it was made, not misleading, amendment or if it is necessary to supplement or amend the Registration Statement or the Prospectus to comply with law, the Company will forthwith prepare and duly file with the Commission an appropriate supplement or amendment thereto, and deliver to each of the Underwriters, without charge, such number of copies thereof thereto as the Representative Placement Agent may reasonably request. (hf) The Company will comply with all the undertakings contained in the Registration Statement. (g) Prior to any public offering the sale of the Shares by Offered Securities to the UnderwritersInvestors, the Company will cooperate with the Representative Placement Agent and its counsel in connection with the registration or qualification of the Shares Offered Securities for offer and sale under the state securities or blue sky Blue Sky laws of such jurisdictions as the Representative Placement Agent may reasonably 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 which would subject it to general service of process in any jurisdiction where it is not now so subject. (h) The Company will not make any offer relating to the Offered Securities that would constitute an Issuer Free Writing Prospectus without the prior written consent of the Placement Agent. (i) During the period of five (5) years commencing on the Effective Date, the The Company will furnish retain in accordance with the Rules and Regulations all Issuer Free Writing Prospectuses not required to be filed pursuant to the Representative Rules 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 CommissionRegulations. (j) The Company will make generally available to holders of its securities, as soon as may be practicable, but in no event later than the last day of the fifteenth (15th) full calendar month following the calendar quarter in which the Effective Date falls, a consolidated earnings statement (which need not be audited but shall be in reasonable detail) for a period of twelve (12) months commencing after the Effective Date, and satisfying the provisions of Section 11(a) of the Act (including Rule 158 of the Rules and Regulations). (k) The Company will apply the net proceeds from the offering and sale of the Shares Offered Securities in the manner set forth in the Prospectus under "the caption “Use of Proceeds."” (k) The Company will use its best efforts to ensure that the Offered Shares and the Warrant Shares are listed on the NASDAQ Global Market at the time of the Closing. (l) The Company will not 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 Offered Shares to facilitate the sale or resale of any of the Offered Shares.

Agreements of the Company. The Company covenants and agrees with each of the several Underwriters Placement Agent as follows: (a) The Registration Statement has become effective, and if Rule 430A is used or the filing of the Prospectus is otherwise required under Rule 424(b), the Company will file the Prospectus (properly completed if Rule 430A has been used), subject to the prior approval of the Placement Agent (which approval shall not be unreasonably withheld or delayed), pursuant to Rule 424(b) within the prescribed time period and will provide a copy of such filing to the Placement Agent promptly following such filing. (b) The Company will not, either prior to the Effective Date or thereafter during such period as the Prospectus is would be required by law to be delivered in connection with sales of the Shares Offered Securities by an Underwriter underwriter or dealerdealer in connection with the offering contemplated by this Agreement, file any amendment or supplement to the Registration Statement or the Prospectus, Prospectus unless a copy thereof shall first have been submitted to the Representative Placement Agent within a reasonable period of time prior to the filing thereof and the Representative Placement Agent shall not have reasonably objected thereto in good faith. (bc) If the Registration 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 6(a) hereof. The Company will notify the Representative Placement Agent promptly, and will will, if requested, confirm such advice notification in writing, (i1) when the Registration Statement has become effective and when any post-effective amendment thereto to the Registration Statement becomes effective, but only during the period mentioned in Section 4(b); (ii2) of any request by the Commission for any amendments or supplements to the Registration Statement or any amendment or supplements to the Prospectus or any Issuer Free Writing Prospectus or for additional information, but only during the period mentioned in Section 4(b); (iii3) of the issuance by the Commission of any stop order preventing or suspending the effectiveness of the Registration Statement or the use of any Preliminary Prospectus, the Base Prospectus, any Issuer Free Writing Prospectus or the Prospectus, or the initiation of any proceedings for that purpose or the threat thereof, but only during the period mentioned in Section 4(b); (iv4) of becoming aware of the happening occurrence of any event during the period mentioned in the first sentence of Section 4(g4(b) that in the judgment of the Company makes any statement of a material fact made in the Registration Statement or the Prospectus untrue in any material respect or that requires the making of any changes in the Registration Statement or the Prospectus in order to make the statements therein, in light of the circumstances in which they are made, not misleading; and (v5) of receipt by the Company or of any representative or attorney notification with respect to any suspension of the Company qualification of the Offered Securities for offer and sale in any other communication from the Commission relating to the Company, the Registration Statement, any Preliminary Prospectus, or the Prospectusjurisdiction. If at any time the Commission shall issue any order suspending the effectiveness of the Registration StatementStatement in connection with the offering contemplated hereby, the Company will make every reasonable effort to obtain the withdrawal of any 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 Statement, pursuant to Rule 430A, the Company it will use its best efforts to comply with the provisions of and make all requisite filings with the Commission pursuant to said Rule 430A and to notify the Representative Placement Agent promptly of all such filings. (c) If the Company elects to rely upon Rule 462(b) of the Rules and Regulations, the Company shall file the Rule 462(b) Registration Statement with the Commission in compliance with Rule 462(b) of the Rules and Regulations 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 the Rule 462(b) Registration Statement or give irrevocable instructions for the payment of such fee pursuant to Rule 111(b) of the Rules and Regulations. (d) If, at any time when a Prospectus relating to the Shares Offered Securities is required to be delivered under the Act, the Company becomes aware of the occurrence of any event occurs as a result of which, in the judgment of the Company or in the opinion of counsel for the Underwriters, the Registration Statement or which the Prospectus, as then amended or supplemented, would would, in the reasonable judgment of counsel to the Company or counsel to the Placement Agent, 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 circumstances under which they were made, not misleading, or the Registration Statement, as then amended or supplemented, would, in the reasonable judgment of counsel to the Company or counsel to the Placement Agent, 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 necessary, in the reasonable judgment of counsel to the Company or counsel to the Placement Agent, at any time to amend or supplement the Prospectus or the Registration Statement or the Prospectus to comply with the Act or the Rules and Regulations, the Company will promptly notify the Representative thereof Placement Agent and, subject to Section 4(b) hereof, will promptly prepare and file with the Commission, at the Company's ’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. (e) The Company compliance and will furnish deliver to the RepresentativePlacement Agent, without charge, two (2) signed such number of copies of the Registration Statement and of any post-effective amendment thereto, including financial statements and schedules, and all exhibits thereto and will furnish to the Representative, without charge, for transmittal to each of the other Underwriters, copies of the Registration Statement and any post-effective amendment thereto, including financial statements and schedules but without exhibits. (f) The Company will comply with all the provisions of all undertakings contained in the Registration Statement. (g) On the Effective Date, and thereafter from time to time for such period thereof as the Prospectus is required by the Act to be delivered, the Company will deliver to each of the Underwriters, without charge, as many copies of the Prospectus or any amendment or supplement thereto as the Representative Placement Agent may reasonably request. The Company consents to the use of the Prospectus or any amendment or supplement thereto by the several Underwriters Placement Agent. (e) The Company will furnish to the Placement Agent and by all dealers to whom its counsel, without charge (i) two conformed copies of the Shares may be sold, both in connection Registration Statement as originally filed with the offering or sale of Commission and each amendment thereto, including financial statements and schedules, and all exhibits thereto, (ii) so long as a prospectus relating to the Shares and for any period of time thereafter during which the Prospectus Offered Securities is required by law to be delivered in connection therewith. If during such period under the Act, as many copies of time any event shall occur which in the judgment of the Company or counsel to the Underwriters should be set forth in the Registration Statement each Issuer Free Writing Prospectus or the Prospectus in order to make or any statement therein, in the light of the circumstances under which it was made, not misleading, amendment or if it is necessary to supplement or amend the Registration Statement or the Prospectus to comply with law, the Company will forthwith prepare and duly file with the Commission an appropriate supplement or amendment thereto, and deliver to each of the Underwriters, without charge, such number of copies thereof thereto as the Representative Placement Agent may reasonably request. (hf) The Company will comply with all the undertakings contained in the Registration Statement. (g) Prior to any public offering the sale of the Shares by Offered Securities to the UnderwritersInvestors, the Company will cooperate with the Representative Placement Agent and its counsel in connection with the registration or qualification of the Shares Offered Securities for offer and sale under the state securities or blue sky Blue Sky laws of such jurisdictions as the Representative Placement Agent may reasonably 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 which would subject it to general service of process in any jurisdiction where it is not now so subject. (h) The Company will not make any offer relating to the Offered Securities that would constitute an Issuer Free Writing Prospectus without the prior written consent of the Placement Agent. (i) During the period of five (5) years commencing on the Effective Date, the The Company will furnish retain in accordance with the Rules and Regulations all Issuer Free Writing Prospectuses not required to be filed pursuant to the Representative Rules 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 CommissionRegulations. (j) The Company will make generally available to holders of its securities, as soon as may be practicable, but in no event later than the last day of the fifteenth (15th) full calendar month following the calendar quarter in which the Effective Date falls, a consolidated earnings statement (which need not be audited but shall be in reasonable detail) for a period of twelve (12) months commencing after the Effective Date, and satisfying the provisions of Section 11(a) of the Act (including Rule 158 of the Rules and Regulations). (k) The Company will apply the net proceeds from the offering and sale of the Shares Offered Securities in the manner set forth in the Prospectus under "the caption “Use of Proceeds."” (k) The Company will use its best efforts to ensure that the Offered Securities are listed on the Nasdaq Global Market at the time of the Closing. (l) The Company will not 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 Offered Securities to facilitate the sale or resale of any of the SharesOffered Securities. (m) The Company will cause each of its executive officers and directors, whose names are set forth in Exhibit B hereto, to furnish to the Placement Agent, on or before the Closing Date, a letter dated the date hereof, substantially in the form of Exhibit C hereto (the “Lock-Up Agreement”). The Company will use its commercially reasonable efforts to enforce the terms of each Lock-Up Agreement and issue stop transfer instructions to the transfer agent for the shares with respect to any transaction or contemplated transaction that would constitute a breach or default under the applicable Lock-Up Agreement. (n) For a period ending on the earlier of (i) 60 days after the date hereof or (ii) the termination of this Agreement by the Placement Agent prior to the Closing (other than as a result of any breach of this Section 4(n)) (the “Lock-Up Period”), the Company will not directly or indirectly, (1) offer to sell, hypothecate, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase (to the extent such option or contract to purchase is exercisable within one year from the Closing Date), purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, with respect to, any shares of Common Stock, or any securities convertible into or exercisable or exchangeable for shares of Common Stock; (2) file or cause to become effective a registration statement under the Act relating to the offer and sale of any shares of Common Stock or securities convertible into or exercisable or exchangeable for shares of Common Stock or (3) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clauses (1), (2) or (3) above is to be settled by delivery of shares of Common Stock or such other securities, in cash or otherwise, without the prior written consent of the Placement Agent (which consent may be withheld in its sole discretion), other than (i) the Offered Securities to be sold hereunder, (ii) the issuance of employee stock options or shares of restricted stock pursuant to equity compensation plans described in the Registration Statement (excluding the exhibits thereto), the Pricing Disclosure Materials and the Prospectus, (iii) issuances of shares of Common Stock upon the exercise of options or warrants disclosed as outstanding in the Registration Statement (excluding the exhibits thereto), the Pricing Disclosure Materials and the Prospectus or upon the conversion or exchange of convertible or exchangeable securities outstanding as of the date of this Agreement; (iv) except as disclosed in the Registration Statement, the Pricing Disclosure Materials and the Prospectus, the issuance by the Company of any shares of Common Stock or securities convertible or exchangeable into shares of Common Stock as consideration for mergers, acquisitions, other business combinations, or strategic alliances, occurring after the date of this Agreement; provided that each recipient of shares pursuant to this clause (iv) agrees that all such shares remain subject to restrictions substantially similar to those contained in this subsection 4(n); or (v) the purchase or sale of the Company’s securities pursuant to a plan, contract or instruction that satisfies all of the requirements of Rule 10b5-1(c)(1)(i)(B) that was in effect prior to the date hereof. Notwithstanding the foregoing, for the purpose of allowing the Placement Agent to comply with FINRA Rule 2711(f)(4), if (1) during the last 17 days of the Lock-Up Period, the Company releases earnings results or publicly announces other material news or a material event relating to the Company occurs or (2) prior to the expiration of the Lock-Up Period, the Company announces that it will release earnings results during the 16 day period beginning on the last day of the Lock-Up Period, then in each case the Lock-Up Period will be extended until the expiration of the 18 day period beginning on the date of release of the earnings results or the public announcement regarding the material news or the occurrence of the material event, as applicable, unless the Placement Agent waives such extension in writing. The Placement Agent agrees to waive such extension if the provisions of FINRA Rule 2711(f)(4) are not applicable to the Offering. The Company agrees not to accelerate the vesting of any option or warrant or the lapse of any repurchase right prior to the expiration of the Lock-Up Period, except in accordance with the terms of any existing employment agreement.

Agreements of the Company. The Company covenants and agrees with each of the several Underwriters as follows: (a) The Company will not, either prior to the Effective Date or thereafter during such period as the Prospectus is required by law to be delivered in connection with sales of the Shares by an Underwriter or dealer, not file any amendment or supplement to the Registration Statement or the Prospectus, Prospectus unless a copy thereof shall has first have been submitted to the Representative Underwriters a reasonable time before its filing and the Underwriters have not reasonably objected to it in writing within a reasonable period of time prior to after receiving the filing thereof and the Representative shall not have objected thereto in good faithcopy. (b) If the Registration 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 6(a) hereof. The Company will notify promptly advise the Representative promptly, and will confirm such advice in writing, Underwriters (i) when of the Registration Statement has become effective and when any post-effective amendment thereto becomes effective; (ii) initiation or threatening of any request proceed- ings for, or receipt by the Company of any notice with respect to, the suspension of the qualification of the Shares for sale in any jurisdiction or the issuance of any order by the Commission for amendments or supplements to the Registration Statement or the Prospectus or for additional information; (iii) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for that purpose or the threat thereof; (iv) of the happening of any event during the period mentioned in the first sentence of Section 4(g) that in the judgment of the Company makes any statement of a material fact made in the Registration Statement or the Prospectus untrue or that requires the making of any changes in the Registration Statement or the Prospectus in order to make the statements therein, in light of the circumstances in which they are made, not misleading; and (vii) 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, prelimi- nary prospectus or the ProspectusProspectus or to the transactions contem- plated by this Agreement. If at any time the Commission shall issue any order suspending the effectiveness of the Registration Statement, the The Company will make every reasonable effort to obtain prevent the withdrawal issuance of such an order at suspending 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 effec- tiveness 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 and, if any such order is issued, to Rule 430A, the Company will use obtain its best efforts to comply with the provisions of and make all requisite filings with the Commission pursuant to said Rule 430A and to notify the Representative promptly of all such filingslifting as soon as possible. (c) If The Company will furnish to the Underwriters without charge one signed copy of the Registration Statement and of any amendments thereto (including all exhibits filed with any such document) and as many conformed copies of the Registration Statement as each of the Underwriters may reasonably request. (d) During such period as a prospectus is re- quired by law to be delivered by the Underwriters or a dealer, the Company elects will deliver, without charge, to rely upon Rule 462(b) the Underwriters and to dealers, at such office or offices as the Underwriters may designate, as many copies of the Prospectus as each of the Underwriters may reasonably request, and, during such period (not exceeding nine months) after the Effective Date if any event occurs as a result of which it is necessary to amend or supple- ment the Prospectus in order to make the statements in it, in the light of the circumstances existing when the Prospectus is delivered to a purchaser, not misleading in any material respect, or if during such period it is necessary to amend or supplement the Prospectus to comply with the Act or Rules and Regulations, the Company shall file will promptly prepare, submit to the Rule 462(bUnderwriters, file, subject to Section 5(a),with the Commission and deliver, without charge, to each of the Underwriters and to dealers (whose names and addresses the Underwriters will furnish to the Company) Registration Statement to whom Shares may have been sold by the Underwriters, and to other dealers on request, amendments or supplements to the Prospectus so that the statements in the Prospectus, as so amended or supplemented, will not, in the light of the circumstances existing when the Prospectus is delivered to a purchaser, be misleading in any material respect and will comply with the Commission in compliance Act and the Rules and Regulations; provided, however, that should such event relate solely to the activities of any of the Underwriters, then such Underwriter will assume the expense of preparing and furnishing any such amendment or supplement. In case the Underwriters are required to deliver a Prospectus after the expiration of nine months from the Effective Date, the Company, upon the request of any of the Underwriters, will furnish to such Underwriter, at the expense of such Underwriter, a reasonable quantity of an amendment or supplement complying with Rule 462(bSection 10(a) of the Rules and Regulations Act. Delivery by 10:00 p.m., Washington, D.C. time, on the date Underwriters of this Agreement, and the Company shall at the time of filing, either pay any such amendments or supplements to the Commission Prospectus will not constitute a waiver of any of the filing fee for conditions in Section 6. (e) The Company will make generally available to the Company's security holders, as soon as practicable but in no event later than the last day of the 15th full calendar month following the calendar quarter in which the Effective Date falls, an earnings statement satisfying the provisions of Section 11(a) of the Act and Rule 462(b) Registration Statement or give irrevocable instructions for the payment of such fee pursuant to Rule 111(b) 158 of the Rules and Regulations. (d) If, at any time when a Prospectus relating to the Shares is required to be delivered under the Act, any event occurs as a result of which, in the judgment of the Company or in the opinion of counsel for the Underwriters, the Registration Statement or the Prospectus, as then amended or 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 circumstances under which they were made, not misleading, or if for any other reason it is necessary at any time to amend or supplement the Registration Statement or the Prospectus to comply with the Act or the Rules and Regulations, the Company will promptly notify the Representative thereof and, subject to Section 4(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. (ef) The Company will furnish take such actions as the Underwriters reasonably designate in order to qualify the Shares for offer and sale under the securities or "Blue Sky" laws of such jurisdictions as the Underwriters reasonably designate. (g) The Company will pay, or reimburse if paid by the Underwriters, whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, all costs and expenses incident to the Representativeperformance of the obliga- tions of the Company under this Agreement, without chargeincluding costs and expenses relating to (i) the preparation, two (2) signed copies printing and filing of the Registration Statement and of any post-effective amendment exhibits thereto, including financial statements each preliminary prospectus, the Prospectus, all amendments and schedules, and all exhibits thereto and will furnish supplements to the Representative, without charge, for transmittal to each of the other Underwriters, copies of the Registration Statement and any post-effective amendment theretothe Prospectus, including financial statements except as provided in Section 5(d), (ii) the preparation and schedules but without exhibits. delivery of certificates representing the Shares, (fiii) The Company will comply with all the provisions of all undertakings contained in the Registration Statement. (g) On the Effective Date, and thereafter from time to time for such period as the Prospectus is required by the Act to be delivered, the Company will deliver to each of the Underwriters, without charge, as many copies of the Prospectus or any amendment or supplement thereto as the Representative may reasonably request. The Company consents to the use of the Prospectus or any amendment or supplement thereto by the several Underwriters and by all dealers to whom the Shares may be sold, both in connection with the offering or sale of the Shares and for any period of time thereafter during which the Prospectus is required by law to be delivered in connection therewith. If during such period of time any event shall occur which in the judgment of the Company or counsel to the Underwriters should be set forth in the Registration Statement or 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 Registration Statement or the Prospectus to comply with law, the Company will forthwith prepare and duly file with the Commission an appropriate supplement or amendment thereto, and deliver to each of the Underwriters, without charge, such number of copies thereof as the Representative may reasonably request. (h) Prior to any public offering of the Shares by the Underwriters, the Company will cooperate with the Representative and its counsel in connection with the registration or qualification of the Shares for offer and sale under the securities or blue sky "Blue Sky" laws of such the jurisdictions referred to in Section 5(f) and the determination of the legality of the Shares for investment, including the reasonable fees and disbursements of counsel for the Underwriters (not to exceed $10,000) in that connection, and the preparation and printing of preliminary and supplemental "Blue Sky" memoranda and legal investment memoranda, (iv) except as provided in Section 5(d), the Representative may reasonably request; providedfurnishing (including costs of shipping and mailing) to the Underwriters and to dealers of copies of the Registration Statement, howevereach preliminary prospec- tus, that in no event shall the Prospectus, and all amendments or supplements to the Prospectus, and of the other documents required by this Section 5 to be so furnished, (v) all transfer taxes, if any, with respect to the sale and delivery of the Shares by the Company to the Underwriters, (vi) the listing of the Shares on the New York Stock Exchange, (vii) any filings required to be obligated to qualify to do business made by the Underwriters with the NASD, including the reasonable fees and disbursements of counsel for the Underwriters in any jurisdiction where it is not now so qualified or to take any action which would subject it to general service of process in any jurisdiction where it is not now so subjectthat connection, and (viii) the transfer agent for the Shares. (ih) During the period of five (5) two 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 will be required to file with the Commission. (j) The Company will make generally available to holders of its securities, as soon as may be practicable, but in no event later than the last day of the fifteenth (15th) full calendar month following the calendar quarter in which the Effective Date falls, a consolidated earnings statement (which need not be audited but shall be in reasonable detail) for a period of twelve (12) months commencing after the Effective Date, and satisfying the provisions of Section 11(a) of the Act (including Rule 158 of the Rules and Regulations). (k) The Company will apply the net proceeds from the offering and sale of the Shares in the manner set forth in the Prospectus under "Use of Proceeds." (li) The Company will not 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. (j) Unless otherwise agreed to in writing by the Company and the Underwriters, the Company will not for a period of [ ] days after the commencement of public offering of the -- Shares sell or otherwise dispose of any shares of Common Stock, rights to acquire shares of Common Stock or securities convertible into shares of Common Stock other than to the Underwriters pursuant to this Agreement and other than in connection with the Stock Purchase and Compensation Plans.

Agreements of the Company. The Company covenants and agrees with each of the several Underwriters Underwriters, through the Representative as follows: (a) The Company will not, either prior to the Effective Date or thereafter during such period as the Prospectus is required by law to be delivered in connection with sales of the Shares by an Underwriter or dealer, file any amendment or supplement to the Registration Statement or the Prospectus, unless a copy thereof shall first have been submitted to the Representative within a reasonable period of time prior to the filing thereof and the Representative shall not have objected thereto in good faith. (b) If the Registration Statement is not yet effective, the Company will use its reasonable best efforts to cause the Registration Statement to become effective not later than the time indicated in Section 6(a) hereof. The Company will notify the Representative promptly, and will confirm such advice in writing, : (i) when the Registration Statement has become effective and when any post-effective amendment thereto becomes effective; (ii) of any request by the Commission for amendments or supplements to the Registration Statement or the Prospectus or for additional information; (iii) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for that purpose or the threat thereof; (iv) of the happening of any event during the period mentioned in the first sentence of Section 4(g4(d) that in the judgment of the Company makes any statement of a material fact made in the Registration Statement or the Prospectus untrue or that requires the making of any changes in the Registration Statement or the Prospectus in order to make the statements therein, in light of the circumstances 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, or the Prospectus. If at any time the Commission shall issue any order suspending the effectiveness of the Registration Statement, the Company will make every reasonable effort to obtain the withdrawal of such order at the earliest possible moment. 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 ’s close of business on the second business day following the execution and delivery of this Agreement or, if applicable, at 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 430A, the Company will use its reasonable best efforts to comply with the provisions of and make all requisite filings with the Commission pursuant to said Rule 430A and to notify the Representative promptly of all such filings. (c) If the Company elects to rely upon Rule 462(b) of the Rules and Regulations, the Company shall file the Rule 462(b) Registration Statement with the Commission in compliance with Rule 462(b) of the Rules and Regulations 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 the Rule 462(b) Registration Statement or give irrevocable instructions for the payment of such fee pursuant to Rule 111(b) of the Rules and Regulations. (d) If, at any time when a Prospectus relating to the Shares is required to be delivered under the Act, any event occurs as a result of which, in the judgment of the Company or in the opinion of counsel for the Underwriters, the Registration Statement or the Prospectus, as then amended or 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 circumstances under which they were made, not misleading, or if for any other reason it is necessary at any time to amend or supplement the Registration Statement or the Prospectus to comply with the Act or the Rules and Regulations, the Company will promptly notify the Representative thereof and, subject to Section 4(b) hereof, will prepare and file with the Commission, at the Company's ’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. (e) The Company will furnish to the Representative, without charge, two (2) signed copies of the signed Registration Statement and of any post-effective amendment thereto, including financial statements and schedules, and all exhibits thereto thereto, and will furnish to the Representative, without charge, for transmittal to each of the other Underwriters, copies of the Registration Statement and any post-effective amendment thereto, including financial statements and schedules but without exhibits. (f) The Company will comply with all the provisions of all undertakings contained in the Registration Statement. (g) On the Effective Date, and thereafter from time to time for such period as the Prospectus is required by the Act to be delivered, the Company will deliver to each of the Underwriters, without charge, as many copies of the Prospectus or any amendment or supplement thereto as the Representative may reasonably request. The Company consents to the use of the Prospectus or any amendment or supplement thereto by the several Underwriters and by all dealers to whom the Shares may be sold, both in connection with the offering or sale of the Shares and for any period of time thereafter during which the Prospectus is required by law to be delivered in connection therewith. If during such period of time any event shall occur which in the judgment of the Company or counsel to the Underwriters should be set forth in the Registration Statement or 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 Registration Statement or the Prospectus to comply with law, the Company will forthwith prepare and duly file with the Commission an appropriate supplement or amendment thereto, and deliver to each of the Underwriters, without charge, such number of copies thereof as the Representative may reasonably request. (h) Prior to any public offering of the Shares by the Underwriters, the Company will cooperate with the Representative and its counsel in connection with the registration or qualification of the Shares for offer and sale under the securities or blue sky laws of such jurisdictions as the Representative may reasonably 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 which would subject it to general service of process in any jurisdiction where it is not now so subject. (i) During the period of five (5) 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. (j) The Company will make generally available to holders of its securities, as soon as may be practicable, but in no event later than the last day of the fifteenth eighteenth (15th18th) full calendar month following the calendar quarter in which the Effective Date falls, a consolidated earnings statement (which need not be audited but shall be in reasonable detail) for a period of twelve (12) months commencing after the Effective Date, and satisfying the provisions of Section 11(a) of the Act (including including, at the option of the Company, Rule 158 of the Rules and Regulations). (k) The Company will apply the net proceeds from the offering and sale of the Shares in the manner set forth in the Prospectus under "“Use of Proceeds."” (l) The Company will not 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 Shares to facilitate the sale or resale of any of the Shares.

Agreements of the Company. The Company covenants and agrees with each of the several Underwriters as follows: (a) The Company will notIf, either prior to at the Effective Date or thereafter during such period as the Prospectus time this Agreement is required by law to be delivered in connection with sales of the Shares by an Underwriter or dealerexecuted and delivered, file any amendment or supplement to it is necessary for the Registration Statement or a post-effective amendment thereto to be declared effective before the Prospectus, unless a copy thereof shall first have been submitted to offering of the Representative within a reasonable period of time prior to the filing thereof and the Representative shall not have objected thereto in good faith. (b) If the Registration Statement is not yet effectiveShares may commence, the Company will use its best efforts endeavor to cause the Registration Statement or such post-effective amendment to become effective not later than the time indicated in Section 6(a) hereof. The Company as soon as possible and will notify the Representative promptlyadvise you promptly and, and if requested by you, will confirm such advice in writing, (i) when the Registration Statement has become effective and when any or such post-effective amendment thereto becomes has become effective; . (iib) The Company will advise you promptly and, if requested by you, will confirm such advice in writing: (i) of any request by the Commission for amendments amendment of or supplements a supplement to the Registration Statement Statement, any Prepricing Prospectus or the Prospectus or for additional information; (iiiii) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of the suspension of qualification of the Shares for offering or sale in any jurisdiction or the initiation of any proceedings proceeding for that purpose such purpose; and (iii) within the period of time referred to in paragraph (f) below, of any change in the Company's condition (financial or the threat thereof; (iv) other), business, prospects, properties, net worth or results of operations, or of the happening of any event during the period mentioned in the first sentence of Section 4(g) that in the judgment of the Company or any new information, which makes any statement of a material fact made in the Registration Statement or the Prospectus (as then amended or supplemented) untrue or that which requires the making of any additions to or changes in the Registration Statement or the Prospectus (as then amended or supplemented) in order to state a material fact required by the Act to be stated therein or necessary in order to make the statements thereintherein not misleading, in light or of the circumstances in which they are made, not misleading; and necessity to amend or supplement the Prospectus (vas then amended or supplemented) of receipt by to comply with the Company Act 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, or the Prospectuslaw. If at any time the Commission shall issue any stop order suspending the effectiveness of the Registration Statement, the Company will make every reasonable effort to obtain the withdrawal of such order at the earliest possible momenttime. (c) The Company will furnish to you, without charge, three signed copies of the registration statement as originally filed with the Commission and of each amendment thereto, including financial statements and all exhibits thereto, and will also furnish to you, without charge, such number of conformed copies of the registration statement as originally filed and of each amendment thereto, but without exhibits, as you may request. (d) The Company will not (i) file any amendment to the Registration Statement or make any amendment or supplement to the Prospectus of which you shall not previously have been advised in writing or to which you shall object after being so advised or (ii) so long as, in the opinion of counsel for the Underwriters, a Prospectus is required to be delivered in connection with sales by any Underwriter or dealer, file any information, documents or reports pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act") without delivering a copy of such information, documents or reports to you, as Representatives of the Underwriters, prior to or concurrently with such filing. (e) Prior to the execution and delivery of this Agreement, the Company has delivered to you, without charge, in such quantities as you have requested, copies of each form of the Prepricing Prospectus. The Company will prepare consents to the Prospectus use, in a form approved accordance with the provisions of the Act and with the securities or Blue Sky laws of the jurisdictions in which the Shares are offered by the Representative several Underwriters and will file such by dealers, prior to the date of the Prospectus, of each Prepricing Prospectus pursuant to Rule 424(bso furnished by the Company. (f) under the Act not later than the Commission's close of business on the second business day following As soon after the execution and delivery of this Agreement or, if applicable, as possible and thereafter from time to time for such earlier time period as may be in the opinion of counsel for the Underwriters a prospectus is required by Rule 430A(a)(3) under the Act. If the Company has omitted Act to be delivered in connection with sales by any information from the Registration Statement pursuant to Rule 430AUnderwriter or dealer, the Company will expeditiously deliver to each Underwriter and each dealer, without charge, as many copies of the Prospectus (and of any amendment or supplement thereto) as you may request. The Company consents to the use its best efforts to comply of the Prospectus (and of any amendment or supplement thereto) in accordance with the provisions of the Act and make all requisite filings with the Commission pursuant to said Rule 430A and to notify the Representative promptly of all such filings. (c) If the Company elects to rely upon Rule 462(b) securities or Blue Sky laws of the Rules jurisdictions in which the Shares are offered by the several Underwriters and Regulationsby all dealers to whom Shares may be sold, the Company shall file the Rule 462(b) Registration Statement both in connection with the Commission in compliance with Rule 462(b) offering and sale of the Rules Shares and Regulations by 10:00 p.m., Washington, D.C. time, on for such period of time thereafter as the date of this Agreement, and the Company shall at the time of filing, either pay to the Commission the filing fee for the Rule 462(b) Registration Statement or give irrevocable instructions for the payment of such fee pursuant to Rule 111(b) of the Rules and Regulations. (d) If, at any time when a Prospectus relating to the Shares is required by the Act to be delivered under the Act, in connection with sales by any Underwriter or dealer. If during such period of time any event occurs as a result of which, shall occur that in the judgment of the Company or in the opinion of counsel for the Underwriters, Underwriters is required to be set forth in the Registration Statement or the Prospectus, Prospectus (as then amended or supplemented, would include any untrue statement of a material fact ) or omit to state a material fact necessary should be set forth therein in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if for any other reason it is necessary at any time to supplement or amend or supplement the Registration Statement or the Prospectus to comply with the Act or the Rules and Regulations, the Company will promptly notify the Representative thereof and, subject to Section 4(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. (e) The Company will furnish to the Representative, without charge, two (2) signed copies of the Registration Statement and of any post-effective amendment thereto, including financial statements and schedules, and all exhibits thereto and will furnish to the Representative, without charge, for transmittal to each of the other Underwriters, copies of the Registration Statement and any post-effective amendment thereto, including financial statements and schedules but without exhibits. (f) The Company will comply with all the provisions of all undertakings contained in the Registration Statement. (g) On the Effective Date, and thereafter from time to time for such period as the Prospectus is required by the Act to be delivered, the Company will deliver to each of the Underwriters, without charge, as many copies of the Prospectus or any amendment or supplement thereto as the Representative may reasonably request. The Company consents to the use of the Prospectus or any amendment or supplement thereto by the several Underwriters and by all dealers to whom the Shares may be sold, both in connection with the offering or sale of the Shares and for any period of time thereafter during which the Prospectus is required by law to be delivered in connection therewith. If during such period of time any event shall occur which in the judgment of the Company or counsel to the Underwriters should be set forth in the Registration Statement or 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 Registration Statement or the Prospectus to comply with law, the Company will forthwith promptly prepare and duly and, subject to the provisions of paragraph (d) above, file with the Commission an appropriate supplement or amendment thereto, and deliver will expeditiously furnish to each of the Underwriters, without charge, such Underwriters and dealers a reasonable number of copies thereof thereof. In the event that the Company and you, as Representatives of the Representative may reasonably requestseveral Underwriters, agree that the Prospectus should be amended or supplemented, the Company, if requested by you, will promptly issue a press release announcing or disclosing the matters to be covered by the proposed amendment or supplement. (hg) Prior to any public offering of the Shares by the Underwriters, the The Company will cooperate with you and with counsel for the Representative and its counsel Underwriters in connection with the registration or qualification of the Shares for offer offering and sale by the several Underwriters and by dealers under the securities or blue sky Blue Sky laws of such domestic and foreign jurisdictions as the Representative you may reasonably requestdesignate and will file such consents to service of process or other documents necessary or appropriate in order to effect such registration or qualification; provided, however, provided that in no event shall the Company be obligated to qualify to do business in any jurisdiction where it is not now so qualified or to take any action which would subject it to general service of process in suits, other than those arising out of the offering or sale of the Shares, in any jurisdiction where it is not now so subject. (i) During the period of five (5) 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. (jh) The Company will make generally available to its security holders a consolidated earnings statement, which need not be audited, covering a twelve-month period commencing after the effective date of its securitiesthe Registration Statement and ending not later than 15 months thereafter, as soon as may be practicablepracticable after the end of such period, but in no event later than the last day of the fifteenth (15th) full calendar month following the calendar quarter in which the Effective Date falls, a consolidated earnings statement (which need not be audited but shall be in reasonable detail) for a period of twelve (12) months commencing after the Effective Date, and satisfying satisfy the provisions of Section 11(all(a) of the Act Act. (i) During the period of five years hereafter, the Company will furnish to you (i) as soon as available, a copy of each report of the Company mailed to stockholders or filed with the Commission, and (ii) from time to time such other information concerning the Company as you may request. (j) If this Agreement shall terminate or shall be terminated after execution pursuant to any provisions hereof (otherwise than pursuant to the second paragraph of Section 10 hereof or by notice given by you terminating this Agreement pursuant to Section 10 or Section 11 hereof) or if this Agreement shall be terminated by the Underwriters because of any failure or refusal on the part of the Company to comply with the terms or fulfill any of the conditions of this Agreement, the Company agrees to reimburse the Representatives for all out-of-pocket expenses (including Rule 158 fees and expenses of counsel for the Rules and Regulations)Underwriters) incurred by you in connection herewith. (k) The Company will apply the net proceeds from the offering and sale of the Shares substantially in accordance with the manner description set forth in the Prospectus under "Use of ProceedsProspectus." (l) The If Rule 430A of the Act is employed, the Company will timely file the Prospectus pursuant to Rule 424(b) under the Act and will advise you of the time and manner of such filing. (m) Except as provided in this Agreement, the Company will not at sell, contract to sell or otherwise dispose of any time, directly Common Stock or indirectly, take any action intendedsecurities convertible into or exercisable or exchangeable for Common Stock, or which might reasonably be expectedgrant any options or warrants to purchase Common Stock, for a period equal to cause or result in, or which will constitute, stabilization the longer of (x) 180 days after the date of the price Prospectus or (y) December 31, 1997 (the "Lock-up Period"), without the prior written consent of Smitx Xxxxxx Xxx., except that the Company may (i) issue on the Closing Date the shares of Common Stock to facilitate be issued in connection with the sale acquisitions to be consummated on the Closing Date, as described in the Registration Statement, so long as the purchasers of such shares agree to be bound by a lock-up letter in form and substance satisfactory to you pursuant to which such purchasers agree with the Company not to sell, offer to sell, solicit an offer to buy, contract to sell, grant any option to purchase, or resale of otherwise transfer or dispose of, any such shares at any time before the expiration of the Lock-up Period and the certificates evidencing such shares bear a legend to such effect, (ii) issue up to ____________ shares of Common Stock ("Acquisition Shares.") during the Lock-up Period in connection with additional acquisitions so long as the purchaser of such Acquisition Shares agrees to be bound by a lock-up letter in form and substance satisfactory to you pursuant to which such purchaser agrees with the Company not to sell, offer to sell, solicit an offer to buy, contract to sell, grant any option to purchase, or otherwise transfer or dispose of, any such Acquisition Shares at any time before the expiration of the Lock-up Period and the certificates evidencing such Acquisition Shares bear a legend to such effect, (iii) issue shares of Common Stock during the Lock-up Period pursuant to the (x) conversion of shares of the Company's Preferred Stock, par value $.001 per share (the "Preferred Stock"), and (y) exercise of warrants issued by the Company (A) to the Company's senior bank lender, Bank of America Illinois (the "Bank"), prior to the date hereof, and (B) in connection with the issuance by the Company of its Subordinated Notes in the aggregate principal amount of $10,000,000 (the "1997 Notes"), as described in the Registration Statement, so long as the holders of the Preferred Stock who elect to convert shares of Preferred Stock held by them into shares of Common Stock and the Bank and the holders of the 1997 Notes who elect to exercise such warrants agree to be bound by a lock-up letter in form and substance satisfactory to you pursuant to which such holders agree with the Company not to sell, offer to sell, solicit an offer to buy, contract to sell, grant any option to purchase or otherwise transfer or dispose of, any shares acquired pursuant to the conversion of such shares of Preferred Stock or the exercise of such warrants at any time before the expiration of the Lock-up Period and the certificates evidencing such shares bear a legend to such effect, (iv) issue warrants in connection with the issuance of 1997 Notes by the Company after the date hereof, as described in the Registration Statement, and (v) grant awards and permit the exercise of awards granted pursuant to the Company's 1995 Stock Option Plan and the Company's 1997 Stock Option Plan during the

Agreements of the Company. The Company covenants and agrees with each of the several Underwriters as follows: (a) The Company will notIf, either prior to at the Effective Date or thereafter during such period as the Prospectus time this Agreement is required by law to be delivered in connection with sales of the Shares by an Underwriter or dealerexecuted and delivered, file any amendment or supplement to it is necessary for the Registration Statement or a post-effective amendment thereto to be declared effective before the Prospectus, unless a copy thereof shall first have been submitted to offering of the Representative within a reasonable period of time prior to the filing thereof and the Representative shall not have objected thereto in good faith. (b) If the Registration Statement is not yet effectiveShares may commence, the Company will use its best efforts endeavor to cause the Registration Statement or such post-effective amendment to become effective not later than the time indicated in Section 6(a) hereof. The Company as soon as possible and will notify the Representative promptlyadvise you promptly and, and if requested by you, will confirm such advice in writing, (i) when the Registration Statement has become effective and when any or such post-effective amendment thereto becomes has become effective; . (iib) The Company will advise you promptly and, if requested by you, will confirm such advice in writing: (i) of any request by the Commission for amendments amendment of or supplements a supplement to the Registration Statement Statement, any Prepricing Prospectus or the Prospectus or for additional information; (iiiii) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of the suspension of qualification of the Shares for offering or sale in any jurisdiction or the initiation of any proceedings proceeding for that purpose such purpose; and (iii) within the period of time referred to in paragraph (f) below, of any change in the Company's condition (financial or the threat thereof; (iv) other), business, prospects, properties, net worth or results of operations, or of the happening of any event during the period mentioned in the first sentence of Section 4(g) that in the judgment of the Company event, which makes any statement of a material fact made in the Registration Statement or the Prospectus (as then amended or supplemented) untrue or that which requires the making of any additions to or changes in the Registration Statement or the Prospectus in order to make the statements therein, in 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, or the Prospectus. If at any time the Commission shall issue any order suspending the effectiveness of the Registration Statement, the Company will make every reasonable effort to obtain the withdrawal of such order at the earliest possible moment. 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 430A, the Company will use its best efforts to comply with the provisions of and make all requisite filings with the Commission pursuant to said Rule 430A and to notify the Representative promptly of all such filings. (c) If the Company elects to rely upon Rule 462(b) of the Rules and Regulations, the Company shall file the Rule 462(b) Registration Statement with the Commission in compliance with Rule 462(b) of the Rules and Regulations 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 the Rule 462(b) Registration Statement or give irrevocable instructions for the payment of such fee pursuant to Rule 111(b) of the Rules and Regulations. (d) If, at any time when a Prospectus relating to the Shares is required to be delivered under the Act, any event occurs as a result of which, in the judgment of the Company or in the opinion of counsel for the Underwriters, the Registration Statement or the Prospectus, as then amended or supplemented, would include any untrue statement of a material fact or omit ) in order to state a material fact required by the Act or the regulations thereunder to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, therein not misleading, or if for any other reason it is necessary at any time of the necessity to amend or supplement the Registration Statement or the Prospectus to comply with the Act or the Rules and Regulations, the Company will promptly notify the Representative thereof and, subject to Section 4(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. (e) The Company will furnish to the Representative, without charge, two (2) signed copies of the Registration Statement and of any post-effective amendment thereto, including financial statements and schedules, and all exhibits thereto and will furnish to the Representative, without charge, for transmittal to each of the other Underwriters, copies of the Registration Statement and any post-effective amendment thereto, including financial statements and schedules but without exhibits. (f) The Company will comply with all the provisions of all undertakings contained in the Registration Statement. (g) On the Effective Date, and thereafter from time to time for such period as the Prospectus is required by the Act to be delivered, the Company will deliver to each of the Underwriters, without charge, as many copies of the Prospectus or any amendment or supplement thereto as the Representative may reasonably request. The Company consents to the use of the Prospectus or any amendment or supplement thereto by the several Underwriters and by all dealers to whom the Shares may be sold, both in connection with the offering or sale of the Shares and for any period of time thereafter during which the Prospectus is required by law to be delivered in connection therewith. If during such period of time any event shall occur which in the judgment of the Company or counsel to the Underwriters should be set forth in the Registration Statement or 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 Registration Statement or the Prospectus to comply with law, the Company will forthwith prepare and duly file with the Commission an appropriate supplement or amendment thereto, and deliver to each of the Underwriters, without charge, such number of copies thereof as the Representative may reasonably request. (h) Prior to any public offering of the Shares by the Underwriters, the Company will cooperate with the Representative and its counsel in connection with the registration or qualification of the Shares for offer and sale under the securities or blue sky laws of such jurisdictions as the Representative may reasonably 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 which would subject it to general service of process in any jurisdiction where it is not now so subject. (i) During the period of five (5) 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. (j) The Company will make generally available to holders of its securities, as soon as may be practicable, but in no event later than the last day of the fifteenth (15th) full calendar month following the calendar quarter in which the Effective Date falls, a consolidated earnings statement (which need not be audited but shall be in reasonable detail) for a period of twelve (12) months commencing after the Effective Date, and satisfying the provisions of Section 11(a) of the Act (including Rule 158 of the Rules and Regulations). (k) The Company will apply the net proceeds from the offering and sale of the Shares in the manner set forth in the Prospectus under "Use of Proceeds." (l) The Company will not 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.as

Agreements of the Company. The Company covenants and agrees with each of the several Underwriters as follows: (a) The Company will not, either prior to the Effective Date or thereafter during such period as the Prospectus is required by law to be delivered in connection with sales of the Shares by an Underwriter or dealer, file any amendment or supplement to the Registration Statement or the Prospectus, unless a copy thereof shall first have been submitted to the Representative within a reasonable period of time prior to the filing thereof and the Representative shall not have objected thereto in good faith. (b) If the Registration 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 6(a) hereof. The Company will notify the Representative promptly, and will confirm such advice in writing, (i) when the Registration Statement has become effective and when any post-effective amendment thereto becomes effective; , (ii) of any request by the Commission for amendments or supplements to the Registration Statement or the Prospectus or for additional information; , (iii) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for that purpose or the threat thereof; , (iv) of the happening of any event during the period mentioned in the first sentence of Section 4(g4(f) that in the judgment of the Company makes any statement of a material fact made in the Registration Statement or the Prospectus untrue or that requires the making of any changes in the Registration Statement or the Prospectus in order to make the statements therein, in light of the circumstances 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, Prospectus or the Prospectus. If at any time the Commission shall issue any order suspending the effectiveness of the Registration Statement, the Company will make every reasonable effort to obtain the withdrawal of such order at the earliest possible moment. 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 430A, the Company will use its best efforts to comply with the provisions of and make all requisite filings with the Commission pursuant to said Rule 430A and to notify the Representative promptly of all such filings. (c) If the Company elects to rely upon Rule 462(b) of the Rules and Regulations, the Company shall file the Rule 462(b) Registration Statement with the Commission in compliance with Rule 462(b) of the Rules and Regulations 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 the Rule 462(b) Registration Statement or give irrevocable instructions for the payment of such fee pursuant to Rule 111(b) of the Rules and Regulations. (d) If, at any time when a Prospectus relating to the Shares is required to be delivered under the Act, any event occurs as a result of which, in the judgment of the Company or in the opinion of counsel for the Underwriters, the Registration Statement or the Prospectus, as then amended or 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 circumstances 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 or the Prospectus to comply with the Act or the Rules and Regulations, the Company will promptly notify the Representative thereof and, subject to Section 4(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. (ed) The Company will furnish to the Representative, without charge, two (2) signed copies of the Registration Statement and of any post-effective amendment thereto, including financial statements and schedules, and all exhibits thereto and will furnish to the Representative, without charge, for transmittal to each of the other Underwriters, copies of the Registration Statement and any post-effective amendment thereto, including financial statements and schedules but without exhibits. (fe) The Company will comply with all the provisions of all undertakings contained in the Registration Statement. (gf) On the Effective Date, and thereafter from time to time for such period as the Prospectus is required by the Act to be delivered, the Company will deliver to each of the Underwriters, without charge, as many copies of the Prospectus or any amendment or supplement thereto as the Representative may reasonably request. The Company consents to the use of the Prospectus or any amendment or supplement thereto by the several Underwriters and by all dealers to whom the Shares may be sold, both in connection with the offering or sale of the Shares and for any period of time thereafter during which the Prospectus is required by law to be delivered in connection therewith. If during such period of time any event shall occur which in the judgment of the Company or counsel to the Underwriters should be set forth in the Registration Statement or 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 or 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 thereof as the Representative may reasonably request. (hg) Prior to any public offering of the Shares by the Underwriters, the Company will cooperate with the Representative and its counsel in connection with the registration or qualification of the Shares for offer and sale under the securities or blue sky Blue Sky laws of such jurisdictions as the Representative may reasonably 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 which would subject it to general service of process in any jurisdiction where it is not now so subject. (ih) During the period of five (5) 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. (ji) The Company will make generally available to holders of its securities, as soon as may be practicable, but in no event later than the last day of the fifteenth (15th) full calendar month following the calendar quarter in which the Effective Date falls, a consolidated earnings statement (which need not be audited but shall be in reasonable detail) for a period of twelve (12) 12 months commencing after the Effective Date, and satisfying the provisions of Section 11(a) of the Act (including Rule 158 of the Rules and Regulations). (kj) The Company will apply the net proceeds from the offering and sale of the Shares to be sold by the Company in the manner set forth in the Prospectus under "Use of Proceeds." (lk) The Company will not 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.

Agreements of the Company. The Company covenants and agrees with each of the several Underwriters Underwriter as ------------------------- follows: (a) The Company will notIf, either prior to at the Effective Date or thereafter during such period as the Prospectus time this Agreement is required by law to be delivered in connection with sales of the Shares by an Underwriter or dealerexecuted and delivered, file any amendment or supplement to it is necessary for the Registration Statement or a post-effective amendment thereto to be declared effective before the Prospectus, unless a copy thereof shall first have been submitted to offering of the Representative within a reasonable period of time prior to the filing thereof and the Representative shall not have objected thereto in good faith. (b) If the Registration Statement is not yet effectiveSecurities may commence, the Company will use its best efforts endeavor to cause the Registration Statement or such post-effective amendment to become effective not later than the time indicated in Section 6(a) hereof. The Company as soon as possible and will notify the Representative promptlyadvise you promptly and, and if requested by you, will confirm such advice in writing, (i) when the Registration Statement has become effective and when any or such post-effective amendment thereto becomes has become effective; . (iib) The Company will advise you promptly and, if requested by you, will confirm such advice in writing: (i) of any request by the Commission for amendments amendment of or supplements a supplement to the Registration Statement or the Prospectus or for additional information; (iiiii) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of the suspension of qualification of the Securities for offering or sale in any jurisdiction or the initiation of any proceedings proceeding for that purpose such purpose; and (iii) within the period of time referred to in the first sentence of paragraph (f) below, of any change in the Company's condition, financial or the threat thereof; (iv) other, business, prospects, properties, net worth or results of operations, or of the happening of any event during the period mentioned in the first sentence of Section 4(g) that in the judgment of the Company event, which makes any statement of a material fact made in the Registration Statement or the Prospectus (as then amended or supplemented) untrue or that which requires the making of any additions to or changes in the Registration Statement or the Prospectus (as then amended or supplemented) in order to state a material fact required by the Act to be stated therein or necessary in order to make the statements thereintherein not misleading, in light or of the circumstances in which they are made, not misleading; and necessity to amend or supplement the Prospectus (vas then amended or supplemented) of receipt by to comply with the Company Act 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, or the Prospectuslaw. If at any time the Commission shall issue any stop order suspending the effectiveness of the Registration Statement, the Company will make every use its reasonable effort efforts to obtain the withdrawal of such order at the earliest possible moment. time. (c) The Company will prepare furnish to you upon your request, without charge (i) one photocopy of the signed registration statement as originally filed with the Commission and of each amendment thereto, including financial statements and all exhibits to the registration statement, (ii) such number of conformed copies of the registration statement as originally filed and of each amendment thereto, but without exhibits, as you may reasonably request, (iii) such number of copies of the Incorporated Documents, without exhibits, as you may reasonably request, and (iv) such number of copies of the exhibits to the Incorporated Documents, as you may reasonably request. (d) The Company will not file any amendment to the Registration Statement or make any amendment or supplement to the Prospectus or, prior to the end of the period of time referred to in the first sentence in paragraph (f) below, file any document which, upon filing becomes an Incorporated Document, of which you shall not previously have been advised or to which, after you shall have received a form approved by copy of the Representative and document proposed to be filed, you shall reasonably object. (e) The Company will file such Prospectus pursuant use its best efforts to Rule 424(bmeet the requirements to qualify as a "real estate investment trust" (a "REIT") under the Act Internal Revenue Code of 1986, as amended (the "Code") unless the Company's Board of Directors determines by resolution that it is in the best interests of the Company's stockholders not later than the Commission's close of business on the second business day following to so qualify. (f) As soon after the execution and delivery of this Agreement or, if applicable, as possible and thereafter from time to time for such earlier time period as may be in the opinion of counsel for the Underwriters a prospectus is required by Rule 430A(a)(3) under the Act. If Act to be delivered in connection with sales by the Company has omitted Underwriters or any information from the Registration Statement pursuant to Rule 430Adealer, the Company will use its best efforts promptly deliver to comply with the provisions of Underwriters and make all requisite filings with the Commission pursuant to said Rule 430A and to notify the Representative promptly of all such filings. (c) If the Company elects to rely upon Rule 462(b) each dealer, without charge, as many copies of the Rules Prospectus (and Regulationsof any amendment or supplement thereto) as you may reasonably request; provided, however, subsequent to the Company shall file the Rule 462(b) Registration Statement with the Commission in compliance with Rule 462(b) of the Rules and Regulations by 10:00 p.m., Washington, D.C. time, on period ending nine months after the date of this Agreement, and the Company shall at not be required to pay the time costs and expenses of filing, either pay the delivery of such requested copies of the Prospectus (and of any amendment or supplement thereto). The Company consents to the Commission the filing fee for the Rule 462(b) Registration Statement or give irrevocable instructions for the payment of such fee pursuant to Rule 111(b) use of the Rules Prospectus (and Regulations. (dof any amendment or supplement thereto) Ifin accordance with the provisions of the Act and with the securities or Blue Sky laws of the jurisdictions in the United States in which the Securities are offered by the Underwriters and by all dealers to whom Securities may be sold, at any both in connection with the offering and sale of the Securities and for such period of time when a thereafter as the Prospectus relating to the Shares is required by the Act to be delivered under the Act, in connection with sales by any Underwriter or dealer. If during such period of time any event occurs as a result of which, shall occur that in the judgment of the Company or in the opinion of counsel for the Underwriters, Underwriters is required to be set forth in the Registration Statement or the Prospectus, Prospectus (as then amended or supplemented, would include any untrue statement of a material fact ) or omit to state a material fact necessary should be set forth therein in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if for any other reason it is necessary at any time to amend or supplement the Registration Statement or the Prospectus to comply with the Act or the Rules and Regulations, the Company will promptly notify the Representative thereof and, subject to Section 4(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. (e) The Company will furnish to the Representative, without charge, two (2) signed copies of the Registration Statement and of any post-effective amendment thereto, including financial statements and schedules, and all exhibits thereto and will furnish to the Representative, without charge, for transmittal to each of the other Underwriters, copies of the Registration Statement and any post-effective amendment thereto, including financial statements and schedules but without exhibits. (f) The Company will comply with all the provisions of all undertakings contained in the Registration Statement. (g) On the Effective Date, and thereafter from time to time for such period as the Prospectus is required by the Act to be delivered, the Company will deliver to each of the Underwriters, without charge, as many copies of the Prospectus or any amendment or supplement thereto as the Representative may reasonably request. The Company consents to the use of the Prospectus or any amendment or supplement thereto by the several Underwriters and by all dealers to whom the Shares may be sold, both in connection with the offering or sale of the Shares and for any period of time thereafter during which the Prospectus is required by law to be delivered in connection therewith. If during such period of time any event shall occur which in the judgment of the Company or counsel to the Underwriters should be set forth in the Registration Statement or 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 Registration Statement Prospectus (or to file under the Prospectus Exchange Act any document which, upon filing, becomes an Incorporated Document) in order to comply with the Act or any other law, the Company will forthwith promptly prepare and duly and, subject to the provisions of paragraph (d) above, file with the Commission an appropriate supplement or amendment theretothereto (or to such document), and deliver will promptly furnish to each of the Underwriters, without charge, such Underwriters and any dealers a reasonable number of copies thereof as the Representative may reasonably requestthereof. (hg) Prior to any public offering of the Shares by the Underwriters, the The Company will cooperate with you and with counsel for the Representative and its counsel Underwriters in connection with the registration or qualification of the Shares Securities for offer offering and sale by the Underwriters and by any dealers under the securities or blue sky Blue Sky laws of such jurisdictions in the United States as the Representative you may reasonably requestdesignate and will file such consents to service of process or other documents necessary or appropriate in order to effect such registration or qualification; provided, however, provided that in no event shall the Company be obligated to qualify to do business in any jurisdiction where it is not now so qualified or to take any action which would subject it to general service of process in suits, other than those arising out of the offering or sale of the Securities, in any jurisdiction where it is not now so subject. (i) During the period of five (5) 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. (jh) The Company will make generally available to its security holders a consolidated earnings statement, which need not be audited, covering a twelve- month period commencing after the effective date of its securitiesthe Registration Statement and ending not later than 15 months thereafter, as soon as may be practicablepracticable after the end of such period, but in no event later than the last day of the fifteenth (15th) full calendar month following the calendar quarter in which the Effective Date falls, a consolidated earnings statement (which need not be audited but shall be in reasonable detail) for a period of twelve (12) months commencing after the Effective Date, and satisfying satisfy the provisions of Section 11(a) of the Act (including Rule 158 of the Rules and Regulations)Act. (ki) The Company will apply the net proceeds from the offering and sale of the Shares Securities substantially in accordance with the manner description set forth in the Prospectus under "Use of ProceedsSupplement." (lj) The Company will not 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 (i) prepare and timely file with the Commission under Rule 424(b) of the price Act a Prospectus Supplement containing information previously omitted at the time of effectiveness of the shares of Common Stock Registration Statement and (ii) file on a timely basis all reports required to facilitate be filed by the sale or resale of any Company with the Commission subsequent to the date of the SharesProspectus Supplement and prior to the termination of the offering of the Securities.

Agreements of the Company. The Company covenants and agrees with each of the several Underwriters as followsPlacement Agents that: (a) The Company will not, either prior to the Effective Date or thereafter during such period as the Prospectus is required by law to be delivered in connection with sales of the Shares by an Underwriter or dealer, file any amendment or supplement to the Registration Statement or the Prospectus, unless a copy thereof shall first have been submitted to the Representative within a reasonable period of time prior to the filing thereof and the Representative shall not have objected thereto in good faith. (b) If the Registration Statement is not yet effective, the Company will use its best efforts to cause the Registration Statement Statement, and any amendment thereof, if not effective at the Execution Time, to become effective not later than as promptly as possible if the Registration Statement has become or becomes effective pursuant to Rule 430A, or filing of the Prospectus is otherwise required under Rule 424(b), the Company will file the Prospectus, properly completed, pursuant to Rule 424(b) within the time indicated in Section 6(a) hereofperiod prescribed and will provide evidence satisfactory to the Representative of such timely filing. The Company will notify promptly advise the Representative promptly, and will confirm such advice in writing, (i) when the Registration Statement has shall have become effective and effective, (ii) when any post-effective amendment thereto becomes shall have become effective; , (iiiii) of any request by the Commission for amendments any amendment or supplements to supplement of the Registration Statement or the Prospectus or for any additional information; information with respect thereto, (iiiiv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of the initiation receipt by the Company of any proceedings notification with respect to the institution or threatening of any proceeding for that purpose or the threat thereof; (iv) of the happening of any event during the period mentioned in the first sentence of Section 4(g) that in the judgment of the Company makes any statement of a material fact 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 thereinpurpose, in light of the circumstances in which they are made, not misleading; and (v) of the receipt by the Company or of any representative or attorney notification with respect to the suspension of the Company qualification of the Securities for sale in any jurisdiction or the initiation or threatening of any other communication from the Commission relating to the Company, the Registration Statement, any Preliminary Prospectus, or the Prospectus. If at any time the Commission shall issue any order suspending the effectiveness of the Registration Statement, the Company will make every reasonable effort to obtain the withdrawal of proceeding for such order at the earliest possible momentpurpose. 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 430A, the Company will use its best efforts to comply prevent the issuance of any such stop order or suspension and, if issued, to obtain as soon as possible the withdrawal thereof. The Company will not file any amendment to the Registration Statement or supplement to the Prospectus without notice to the Representative. The Company, at the Company's expense, shall keep the Registration Statement effective and the information contained therein (including information contained in the Prospectus) current during the term of the Warrants in accordance with the provisions Act and the rules and regulations thereunder. Without limiting the effect of the preceding sentence, in the event any Placement Agent is required to deliver a Prospectus in connection with sales of any of the Securities at any time nine months or more after the Effective Date, upon the written request of the Representative and make all requisite filings at the expense of the Company, the Company will prepare, file with the Commission pursuant and deliver to said Rule 430A and to notify such Placement Agent as many copies as the Representative promptly may request of all such filingsan amended or supplemented Prospectus complying with Section 10(a)(3) of the Act. (c) If the Company elects to rely upon Rule 462(b) of the Rules and Regulations, the Company shall file the Rule 462(b) Registration Statement with the Commission in compliance with Rule 462(b) of the Rules and Regulations 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 the Rule 462(b) Registration Statement or give irrevocable instructions for the payment of such fee pursuant to Rule 111(b) of the Rules and Regulations. (db) If, at any time when a Prospectus prospectus relating to the Shares Securities is required to be delivered under the Act, any event occurs as a result of which, in which the judgment of the Company or in the opinion of counsel for the Underwriters, the Registration Statement or the Prospectus, Prospectus as then amended or supplemented, supplemented would include any untrue statement of a material fact or omit to state a any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if for any other reason it is otherwise shall be necessary at any time to amend or supplement the Registration Statement or the Prospectus to comply with the Act or the Rules and Regulationsrules or regulations thereunder, the Company will promptly notify the Representative thereof and, subject to Section 4(b) hereof, will and prepare and file with the Commission, at the Company's expensesubject to Section 5(a) hereof, an amendment to the Registration Statement or an amendment or a supplement to the Prospectus that corrects will correct such statement or omission or effects a supplement that will effect such compliance. (ec) As soon as practicable (but not later than September 15, 1998), the Company will make generally available to its security holders and to the Representative an earnings statement or statements (which need not be audited) of the Company covering a period of at least twelve months after the Effective Date but in no event commencing later than 90 days after such date), which will satisfy the provisions of Section 11(a) of the Act and Rule 158 promulgated thereunder. (d) The Company will furnish to each of you and counsel for the RepresentativePlacement Agents, without charge, two (2) three signed copies of the Registration Statement and of any post-effective amendment amendments thereto (including exhibits thereto, including financial statements ) and schedules, and all exhibits thereto and will furnish to the Representative, without charge, for transmittal to each of the other Underwriters, copies Placement Agent a conformed copy of the Registration Statement and any post-effective amendment amendments thereto (without exhibits thereto) and, including financial statements and schedules but without exhibits. (f) The Company will comply with all the provisions so long as delivery of all undertakings contained in the Registration Statement. (g) On the Effective Date, and thereafter from time to time for such period as the Prospectus is a prospectus by a Placement Agent or dealer may be required by the Act to be delivered, the Company will deliver to each of the Underwriters, without chargeAct, as many copies of the Prospectus or and each Preliminary Prospectus and any amendment or supplement supplements thereto as the Representative may reasonably request. The Company consents will furnish or cause to be furnished to the use Representative copies of all reports on Form SR required by Rule 463 under the Act. (e) The Company will take all actions necessary for the registration or qualification of the Prospectus or any amendment or supplement thereto by Securities for sale under the several Underwriters laws of such jurisdictions within the United States and by all dealers to whom the Shares may be sold, both in connection with the offering or sale of the Shares and for any period of time thereafter during which the Prospectus is required by law to be delivered in connection therewith. If during such period of time any event shall occur which in the judgment of the Company or counsel to the Underwriters should be set forth in the Registration Statement or 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 Registration Statement or the Prospectus to comply with law, the Company will forthwith prepare and duly file with the Commission an appropriate supplement or amendment thereto, and deliver to each of the Underwriters, without charge, such number of copies thereof its territories as the Representative may reasonably request, will maintain such qualifications in effect so long as required for the distribution of the Securities and will pay the fee of the National Association of Securities Dealers, Inc. (the "NASD") in connection with its review of the offering, provided that the Company shall not be required to qualify as a foreign corporation or to consent to service of process under the laws of any such jurisdiction (except service of process with respect to the offering and sale of the Securities). (f) The Company wilt apply the net proceeds from the offerinx received by it in the manner set forth under the caption "Use of Proceeds" in the Prospectus. (g) The Company will (i) use its best efforts cause the Securities (other than the Placement Agents' Warrants) to be listed on a recognized national or regional stock exchanges in the United States, (ii) comply with all registration, filing and reporting requirements of the Exchange Act and the such which may from time to time be applicable to the Company, and (iii) file a report of sales and use of proceeds on Form SR as required to be filed pursuant to Rule 463 under the Act from time to time. (h) Prior The Company will file promptly all documents required to any public offering be flied with the Commission pursuant to Sections 13, 14 or 15(d) of the Shares by Exchange Act subsequent to the Underwriters, Effective Date and during any period in which the Company will cooperate with the Representative and its counsel in connection with the registration or qualification of the Shares for offer and sale under the securities or blue sky laws of such jurisdictions as the Representative may reasonably request; provided, however, that in no event shall the Company Prospectus is required to be obligated to qualify to do business in any jurisdiction where it is not now so qualified or to take any action which would subject it to general service of process in any jurisdiction where it is not now so subjectdelivered. (i) During the five year period of five (5) years commencing on the Effective Datedate hereof, the Company will furnish to its stockholders, as soon as practicable after the Representative and end of each other Underwriter who may so request copies of such respective period, annual reports (including financial statements audited by independent certified public accountants) and other periodic make publicly available and special unaudited quarterly reports as the Company may from time to time distribute generally to the holders of any class of its capital stock, earnings and will furnish to you and, upon request, to the Representative other Placement Agents hereunder (i) concurrent with furnishing such annual and each other Underwriter who may so request a copy quarterly reports to its stockholders, copies of each annual such reports; (ii) as soon as they are available, copies of all reports and financial statements furnished to or other report it shall be required to file filed with the Commission, the NASD, or any other securities exchange; (iii) every press release and every material news item or article in respect of the Company or its affairs which was released or prepared by the Company; and (iv) any additional information of a public nature concerning the Company or its business that you may reasonably request. During such five year period, if the Company shall have active subsidiaries, the foregoing financial statements shall be on a consolidated basis to the extent that the accounts of the Company and its subsidiaries are consolidated, and shall be accompanied by similar financial statements for any significant subsidiary that is not so consolidated. (j) The Company will make generally available to holders maintain a transfer agent and, if necessary under the jurisdiction of its securitiesincorporation of the Company, as soon as a registrar (which may be practicable, but in no event later than the last day of same entity as the fifteenth (15th) full calendar month following the calendar quarter in which the Effective Date falls, a consolidated earnings statement (which need not be audited but shall be in reasonable detailtransfer agent) for a period of twelve (12) months commencing after the Effective Date, and satisfying the provisions of Section 11(a) of the Act (including Rule 158 of the Rules and Regulations)Securities. (k) The Company will apply the net proceeds from the offering has reserved and sale shall continue to reserve a sufficient number of shares of Common Stock for issuance upon exercise of the Shares Placement Agents' Warrants and Warrants (including the Warrants included in the manner set forth in the Prospectus under "Use of ProceedsPlacement Agents' Warrants)." (l) The Company will not at any timetake, directly or indirectly, take any action intended, designed to or which that might reasonably be expected, expected to cause or result in, in stabilization or which will constitute, stabilization manipulation of the price of the shares of Units, Common Stock or Warrants to facilitate the sale or resale of any such Securities or that otherwise might reasonably be expected to violate the provisions of Rule l0b-6, Rule l0b-7 or Rule l0b-l8 under the SharesExchange Act.