Common use of Agreements to Sell and Purchase Clause in Contracts

Agreements to Sell and Purchase. The Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company the respective numbers of Firm Shares set forth in Schedule I hereto opposite its name at $______ a share (the "Purchase Price"). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have a one-time right to purchase, severally and not jointly, up to _______________ Additional Shares at the Purchase Price. If you, on behalf of the Underwriters, elect to exercise such option, you shall so notify the Company in writing not later than 30 days after the date of this Agreement, which notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Such date may be the same as the Closing Date (as defined below) but not earlier than the Closing Date nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 4 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. If any Additional Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Shares to be purchased as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. The Company hereby agrees that, without the prior written consent of Xxxxxx Xxxxxxx on behalf of the Underwriters, it will not (and will not publicly announce any intention to), during the period beginning on the date hereof and ending 180 days after the date of the Prospectus, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into, or exercisable or exchangeable for shares of Common Stock, or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of shares of Common Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of shares of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Shares to be sold hereunder or (B) the conversion of outstanding preferred stock into shares of Common Stock as part of the closing of this offering, or (C) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof of which the Underwriters have been advised in writing prior to the date hereof provided that the Company has determined in good faith, and, to the Company's knowledge, after due inquiry, that the person to whom such shares are issued, will not offer, sell, contract to sell or otherwise dispose of such shares in contravention of any lock-up agreement between such person and the Underwriters.

Agreements to Sell and Purchase. The Company hereby agrees to sell to the several Underwriters, and each Underwriterof the Underwriters, upon the basis of the representations and warranties herein contained, but subject to the terms and conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company the respective numbers number of Firm Shares Securities set forth opposite the such Underwriters’ name in Schedule I hereto opposite its name at $______ a share 9.80 per Unit (the "“Purchase Price"”). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Underwriters the Additional Sharesseveral Underwriters, and each of the Underwriters shall have a one-time the right to purchase, severally and not jointly, up to _______________ 3,750,000 Additional Shares Securities at the Purchase Price. If you, on behalf of the Underwriters, elect The Underwriters may exercise this right in whole or from time to exercise such option, you shall so notify time in part by giving written notice to the Company in writing not later than 30 45 days after the date of this Agreement, which . Any such written notice shall specify the number of Additional Shares Securities to be purchased by the Underwriters and the date on which such shares Additional Securities are to be purchased. Such Each such purchase date must be at least two (2) business days after the written notice is given and may not be the same as the Closing Date (as defined below) but not earlier than the Closing Date nor or later than ten (10) business days after the date of such notice; provided, however, that if such purchase date is the Closing Date, such written notice may be provided one business day prior to the Closing Date. Additional Shares Securities may be purchased as provided in Section 4 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm SharesSecurities. If any On each day, if any, that Additional Shares Securities are to be purchasedpurchased (any such day, other than the Closing Date, an “Option Closing Date”), each Underwriter of the Underwriters agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Shares Securities to be purchased on such day as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter bears written notice to the total number Company. In addition to the discount from the public offering price represented by the Purchase Price set forth in the first sentence of Firm Shares. The this Section 2, the Company hereby agrees thatto pay to the Underwriters a deferred discount of $0.35 per Unit (including both Firm Securities and Additional Securities) purchased hereunder (the “Deferred Discount”) which Deferred Discount will be deposited and held in the Trust Account and payable directly from the Trust Account, without the prior written consent of Xxxxxx Xxxxxxx on behalf of accrued interest, to the Underwriters, it will not (upon the Company’s consummation of its initial Business Combination. The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Trust Agreement and will not publicly announce any intention to), during the period beginning on funds held under the date hereof and ending 180 days after Trust Agreement are distributed to the date holders of the ProspectusPublic Shares (the “Public Stockholders”), (i) offer, pledge, sell, contract the Underwriters will forfeit any rights or claims to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into, or exercisable or exchangeable for shares of Common Stock, or the Deferred Discount and (ii) enter into any swap or other arrangement that transfers the trustee under the Trust Agreement will be authorized to another, in whole or in part, any of distribute the economic consequences of ownership of shares of Common Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of shares of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Shares to be sold hereunder or (B) the conversion of outstanding preferred stock into shares of Common Stock as part of the closing of this offering, or (C) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof of which the Underwriters have been advised in writing prior Deferred Discount to the date hereof provided that Public Stockholders in accordance with the Company has determined in good faith, and, to the Company's knowledge, after due inquiry, that the person to whom such shares are issued, will not offer, sell, contract to sell or otherwise dispose Certificate of such shares in contravention of any lock-up agreement between such person and the UnderwritersIncorporation.

Agreements to Sell and Purchase. The Company hereby agrees to sell to the several Underwriters, and each Underwriterof the Underwriters, upon the basis of the representations and warranties herein contained, but subject to the terms and conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company the respective numbers number of Firm Shares Securities set forth opposite the such Underwriters’ name in Schedule I hereto opposite its name at $______ a share 9.80 per Unit (the "“Purchase Price"”). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Underwriters the Additional Sharesseveral Underwriters, and each of the Underwriters shall have a one-time the right to purchase, severally and not jointly, up to _______________ 2,250,000 Additional Shares Securities at the Purchase Price. If you, on behalf of the Underwriters, elect The Underwriters may exercise this right in whole or from time to exercise such option, you shall so notify time in part by giving written notice to the Company in writing not later than 30 45 days after the date of this Agreement, which . Any such written notice shall specify the number of Additional Shares Securities to be purchased by the Underwriters and the date on which such shares Additional Securities are to be purchased. Such Each such purchase date must be at least two (2) business days after the written notice is given and may not be the same as the Closing Date (as defined below) but not earlier than the Closing Date nor or later than ten (10) business days after the date of such notice; provided, however, that if such purchase date is the Closing Date, such written notice may be provided one business day prior to the Closing Date. Additional Shares Securities may be purchased as provided in Section 4 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm SharesSecurities. If any On each day, if any, that Additional Shares Securities are to be purchasedpurchased (any such day, other than the Closing Date, an “Option Closing Date”), each Underwriter of the Underwriters agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Shares Securities to be purchased on such day as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter bears written notice to the total number Company. In addition to the discount from the public offering price represented by the Purchase Price set forth in the first sentence of Firm Shares. The this Section 2, the Company hereby agrees thatto pay to the Underwriters a deferred discount of $0.35 per Unit (including both Firm Securities and Additional Securities) purchased hereunder (the “Deferred Discount”) which Deferred Discount will be deposited and held in the Trust Account and payable directly from the Trust Account, without the prior written consent of Xxxxxx Xxxxxxx on behalf of accrued interest, to the Underwriters, it will not (upon the Company’s consummation of its initial Business Combination. The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Trust Agreement and will not publicly announce any intention to), during the period beginning on funds held under the date hereof and ending 180 days after Trust Agreement are distributed to the date holders of the ProspectusPublic Shares (the “Public Stockholders”), (i) offer, pledge, sell, contract the Underwriters will forfeit any rights or claims to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into, or exercisable or exchangeable for shares of Common Stock, or the Deferred Discount and (ii) enter into any swap or other arrangement that transfers the trustee under the Trust Agreement will be authorized to another, in whole or in part, any of distribute the economic consequences of ownership of shares of Common Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of shares of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Shares to be sold hereunder or (B) the conversion of outstanding preferred stock into shares of Common Stock as part of the closing of this offering, or (C) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof of which the Underwriters have been advised in writing prior Deferred Discount to the date hereof provided that Public Stockholders in accordance with the Company has determined in good faith, and, to the Company's knowledge, after due inquiry, that the person to whom such shares are issued, will not offer, sell, contract to sell or otherwise dispose Certificate of such shares in contravention of any lock-up agreement between such person and the UnderwritersIncorporation.

Agreements to Sell and Purchase. The Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company the respective numbers of Firm Shares set forth in Schedule I hereto opposite its name at $______ 34.781 a share (the "“Purchase Price")”) 1,675,000 Firm Shares. Each Selling Stockholder, severally and not jointly, hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from such Seller at the Purchase Price the number of Firm Shares (subject to such adjustments to eliminate fractional shares as you may determine) set forth opposite such Selling Stockholder’s name in Schedule II hereto under the heading “Firm Shares.” On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have a one-time the right to purchase, severally and not jointly, up to _______________ 300,000 Additional Shares at the Purchase Price, provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company and payable on the Firm Shares but not payable on such Additional Shares. If you, You may exercise this right on behalf of the Underwriters, elect Underwriters in whole or from time to exercise such option, you shall so notify the Company time in writing part by giving written notice not later than 30 days after the date of this Agreement, which . Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Such Each purchase date must be at least one business day after the written notice is given and may not be the same as the Closing Date (as defined below) but not earlier than the Closing Date closing date for the Firm Shares nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 4 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. If any On each day, if any, that Additional Shares are to be purchasedpurchased (an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. The Company Each Seller hereby agrees that, without the prior written consent of Xxxxxx Xxxxxxx Barclays Capital Inc. (“Barclays”) on behalf of the Underwriters, it will not (and will not publicly announce any intention to), during the period beginning on the date hereof and ending 180 45 days after the date of the ProspectusProspectus (the “Restricted Period”), (i1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into, into or exercisable or exchangeable for shares of Common Stock, Stock or (ii2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of shares of the Common Stock, whether any such transaction described in clause (i1) or (ii2) above is to be settled by delivery of shares of Common Stock or such other securities, in cash or otherwiseotherwise or (3) file any registration statement with the Commission relating to the offering of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock. The foregoing sentence restrictions contained in the preceding paragraph shall not apply to (Aa) the Shares to be sold hereunder or hereunder, (B) the conversion of outstanding preferred stock into shares of Common Stock as part of the closing of this offering, or (Cb) the issuance by the Company of shares of Common Stock upon or securities convertible into or exercisable for Common Stock pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of an option warrants or warrant or the conversion of a security options, in each case outstanding on the date hereof and described in the Time of which Sale Prospectus, (c) grants of stock options, stock awards, restricted stock or other equity awards and the Underwriters have been advised issuance of Common Stock or securities convertible into or exercisable for Common Stock (whether upon the exercise of stock options or otherwise) to employees, officers, directors, advisors, or consultants of the Company pursuant to the terms of a plan in writing prior to effect on the date hereof and described in the Time of Sale Prospectus, (d) the entry into an agreement providing for the issuance by the Company of Common Stock or securities convertible into, exercisable for or which are otherwise exchangeable for or represent the right to receive Common Stock in connection with (x) the acquisition by the Company or any of its subsidiaries of the securities, business, technology, property or other assets of another person or entity or pursuant to an employee benefit plan assumed by the Company in connection with such acquisition, and the issuance of any Common Stock or securities convertible into, exercisable for or which are otherwise exchangeable for or represent the right to receive Common Stock pursuant to any such agreement or (y) the Company’s joint ventures, commercial relationships and other strategic transactions, provided that the aggregate number of shares of Common Stock securities convertible into, exercisable for or which are otherwise exchangeable for or represent the right to receive Common Stock that the Company has determined may sell or issue or agree to sell or issue pursuant to this clause (d) shall not exceed 5% of the total number of shares of Common Stock outstanding immediately following the completion of the transactions contemplated by this Agreement and all recipients of any such securities shall enter into a lock-up letter substantially in good faiththe form of Exhibit A covering the remainder of the Restricted Period, and(e) the establishment or amendment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act for the transfer of shares of Common Stock, provided that (i) such plan does not provide for the transfer of Common Stock during the Restricted Period and (ii) to the extent a public announcement or filing under the Exchange Act, if any, is required of or voluntarily made by the Company regarding the establishment or amendment of such plan, such announcement or filing shall include a statement to the effect that no transfer of Common Stock may be made under such plan during the Restricted Period, (f) the filing of any registration statement on Form S-8 relating to securities granted or to be granted pursuant to any plan in effect on the date hereof and described in the Time of Sale Prospectus or any assumed benefit plan contemplated by clause (d), (g) transactions relating to shares of Common Stock or other securities acquired in the offering or in open market transactions after the completion of the offering, (h) transfers of shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock (i) as a bona fide gift, or for bona fide estate planning purposes, upon death or by will, testamentary document or intestate succession, (ii) to an immediate family member of a Selling Stockholder or to any trust for the direct or indirect benefit of a Selling Stockholder or the immediate family of a Selling Stockholder (for purposes of this agreement, “immediate family” shall mean any relationship by blood, current or former marriage or adoption, not more remote than first cousin), (iii) not involving a change in beneficial ownership, or (iv) if the Selling Stockholder is a trust, to any beneficiary of the Selling Stockholder or the estate of any such beneficiary, (i) distributions of shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock to stockholders, direct or indirect affiliates (within the meaning set forth in Rule 405 under the Securities Act of 1933, as amended), current or former partners (general or limited), members or managers of the Selling Stockholder, as applicable, or to the estates of any such stockholders, affiliates, partners, members or managers, (j) (i) the receipt by the Selling Stockholder from the Company of shares of Common Stock upon the exercise of options or warrants, insofar as such options or warrants are outstanding as of the date of the Prospectus pursuant to stock plans disclosed in the Prospectus, provided that the shares of Common Stock received upon exercise of such option or warrant shall remain subject to a lockup agreement in the form of Exhibit A or (ii) the transfer of shares of Common Stock or any securities convertible into Common Stock to the Company upon a vesting event of the Company’s securities or upon the exercise of options or warrants to purchase the Company’s securities on a “cashless” or “net exercise” basis to the extent permitted by the instruments representing such options or warrants and only for such options or warrants that are scheduled to expire during the Restricted Period, so long as such “cashless” exercise or “net exercise” is effected solely by the surrender of outstanding options or warrants to the Company's knowledge, after due inquiryand the Company’s cancellation of all or a portion thereof to pay the exercise price and/or withholding tax obligations, but for the avoidance of doubt, excluding all methods of exercise that would involve a sale of any shares of Common Stock relating to options or warrants, whether to cover the person to whom such shares are issuedapplicable exercise price, will not offerwithholding tax obligations or otherwise, sellprovided that in the case of either (j)(i) or (j)(ii), contract to sell no filing under Section 16(a) of the Exchange Act, or otherwise dispose any other public filing or disclosure of such receipt or transfer by or on behalf of a Selling Stockholder shall be required or shall be voluntarily made within 30 days after the date of the Prospectus, and after such 30th day, any filing under Section 16(a) of the Exchange Act shall clearly indicate in the footnotes thereto that (A) the filing relates to the circumstances described in (i) or (ii), as the case may be, (B) no shares were sold by the reporting person and (C) in contravention the case of any (i), the shares received upon exercise of the option are subject to a lock-up agreement between such person and with the Underwriters, (k) the transfer of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock that occurs by operation of law pursuant to a qualified domestic order in connection with a divorce settlement or other court order, (l) any transfer of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock to the Company pursuant to arrangements under which the Company has the option to repurchase such shares or a right of first refusal with respect to transfers of such shares, (m) the transfer of shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock pursuant to a bona fide third-party tender offer, merger, consolidation or other similar transaction that is approved by the board of directors of the Company, made to all holders of Common Stock involving a change of control, provided that in the event that the tender offer, merger, consolidation or other such transaction is not completed, the Common Stock owned by any Selling Stockholder shall remain subject to the restrictions contained in this agreement and (n) sales of shares of Common Stock pursuant to the terms a trading plan pursuant to Rule 10b5-1 under the Exchange Act in existence on the date hereof, provided that to the extent a public announcement or filing under the Exchange Act, if any, is required of or voluntarily made by or on behalf of the undersigned regarding such sale, such announcement or filing shall include a statement to the effect that such sale was made pursuant to a Rule 10b5-1 trading plan; provided that in the case of any sale, transfer or distribution pursuant to clause (g), (h), (i), or (k), no filing under Section 16(a) of the Exchange Act reporting a reduction in beneficial ownership of shares of Common Stock shall be required or shall be voluntarily made during the Restricted Period; and provided further that in the case of any transfer pursuant to clause (k) or (l), any filings under Section 16(a) of the Exchange Act shall state that the transfer is by operation of law, court order, in connection with a divorce settlement, or a repurchase by the Company, as the case may be. In addition, each Selling Stockholder, agrees that, without the prior written consent of Barclays on behalf of the Underwriters, it will not, during the Restricted Period, make any demand for, or exercise any right with respect to, the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock. Each Selling Stockholder consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of any Shares held by such Selling Stockholder except in compliance with the foregoing restrictions.

Agreements to Sell and Purchase. The Company hereby agrees to issue and sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the terms and conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company the respective numbers of Firm Shares Units set forth in Schedule I hereto opposite its name at $______ a share 9.80 per Unit (the "“Purchase Price"”). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Underwriters the Additional SharesUnits, and the Underwriters shall have a one-time the right to purchase, severally and not jointly, up to _______________ 2,625,000 Additional Shares Units at the Purchase Price. If you, Mxxxxx Sxxxxxx may exercise this right on behalf of the Underwriters, elect Underwriters in whole or from time to exercise such option, you shall so notify the Company time in writing part by giving written notice not later than 30 45 days after the date of this Agreement, which the Prospectus. Any exercise notice shall specify the number of Additional Shares Units to be purchased by the Underwriters and the date on which such shares Additional Units are to be purchased. Such Each purchase date must be at least one business day after the written notice is given and may not be the same as the Closing Date (as defined below) but not earlier than the Closing Date nor closing date for the Firm Units or later than ten business days after the date of such notice. On each day, if any, that Additional Shares may be purchased as provided in Section 4 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. If any Additional Shares Units are to be purchasedpurchased (an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares Units (subject to such adjustments to eliminate fractional shares Units as you Mxxxxx Sxxxxxx may determine) that bears the same proportion to the total number of Additional Shares Units to be purchased on such Option Closing Date as the number of Firm Shares Units set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm SharesUnits. The In addition to the discount from the public offering price represented by the Purchase Price, the Company hereby agrees thatto pay, without subject to Section 6(gg), to the prior written consent Underwriters a deferred discount of Xxxxxx Xxxxxxx on behalf of $0.35 per Unit (including both Firm Units and Additional Units) purchased hereunder (the “Deferred Discount”). The Deferred Discount will be paid directly to the Underwriters, it will not by the Trustee from amounts on deposit in the Trust Account (without accrued interest) by wire transfer payable in same-day funds if and will not publicly announce any intention to)when the Company consummates an initial Business Combination. The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Articles, during as such time period may be extended, and the period beginning on funds held under the date hereof and ending 180 days after Trust Agreement are distributed to the date holders of the ProspectusOrdinary Shares included in the Units sold pursuant to this Agreement (the “Public Shareholders”), (i) offer, pledge, sell, contract the Underwriters will forfeit any rights or claims to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into, or exercisable or exchangeable for shares of Common Stock, or the Deferred Discount and (ii) enter into any swap or other arrangement that transfers the Trustee is authorized to another, in whole or in part, any of distribute the economic consequences of ownership of shares of Common Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of shares of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Shares to be sold hereunder or (B) the conversion of outstanding preferred stock into shares of Common Stock as part of the closing of this offering, or (C) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof of which the Underwriters have been advised in writing prior Deferred Discount to the date hereof provided that the Company has determined in good faith, and, to the Company's knowledge, after due inquiry, that the person to whom such shares are issued, will not offer, sell, contract to sell or otherwise dispose of such shares in contravention of any lock-up agreement between such person and the UnderwritersPublic Shareholders on a pro rata basis.

Agreements to Sell and Purchase. The Company hereby agrees to issue and sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company at $[ ] per share (the "Purchase Price") the respective numbers of Firm Shares set forth in Schedule I hereto opposite its the name at $______ a share (the "Purchase Price")of such Underwriter. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have a one-time right to purchase, severally and not jointly, up to _______________ [ ] Additional Shares at the Purchase Price. If you, on behalf of the Underwriters, elect to exercise such option, you shall so notify the Company in writing not later than 30 days after the date of this Agreement, which notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Such date may be the same as the Closing Date (as defined below) but not earlier than the Closing Date nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 4 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. If any Additional Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Shares to be purchased as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. The Company hereby agrees that, without the prior written consent of Xxxxxx Xxxxxxx & Co. Incorporated on behalf of the Underwriters, it will not (and will not publicly announce any intention to)not, during the period beginning on the date hereof and ending 180 [ ] days after the date of the Prospectus, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into, into or exercisable or exchangeable for shares of Common Stock, Stock or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of shares of the Common Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of shares of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the sale of the Shares to be sold hereunder or (B) the conversion of outstanding preferred stock into shares of Common Stock as part of the closing of this offering, or (C) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof of which the Underwriters have been advised in writing prior to the date hereof provided that the Company has determined in good faith, and, to the Company's knowledge, after due inquiry, that the person to whom such shares are issued, will not offer, sell, contract to sell or otherwise dispose of such shares in contravention of any lock-up agreement between such person and the Underwriterswriting.

Agreements to Sell and Purchase. The Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company the respective numbers of Firm Shares set forth in Schedule I hereto opposite its name at $______ 32.81 a share (the "“Purchase Price"”). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have a one-time right to purchase, severally and not jointly, up to _______________ 1,950,000 Additional Shares at the Purchase Price. If you, on behalf of the Underwriters, elect to exercise such option, you shall so notify the Company in writing not later than 30 days after the date of this Agreement, which notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Such date may be the same as the Closing Date (as defined below) but not earlier than the Closing Date nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 4 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. If any Additional Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Shares to be purchased as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. The Company hereby agrees that, without the prior written consent of Xxxxxx Xxxxxxx on behalf of the Underwriters, it will not (and will not publicly announce any intention to)not, during the period beginning on the date hereof and ending 180 90 days after the date of the ProspectusProspectus Supplement, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into, into or exercisable or exchangeable for shares of Common Stock, Stock or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of shares of the Common Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of shares of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Shares to be sold hereunder or hereunder, (B) the conversion of outstanding preferred stock into shares of Common Stock as part of the closing of this offering, or (C) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof of which the Underwriters have been advised in writing prior writing, (C) the issuance of Common Stock or the grant of an option to purchase Common Stock under our stock plans described in the Prospectus or (D) the issuance of Common Stock in connection with the acquisition of, or a joint venture with, another company if recipients of the Common Stock agree to be bound for 90 days after the date hereof provided that of the Company has determined Prospectus Supplement by the restrictions contained in good faiththis paragraph, and, to the Company's knowledge, after due inquiry, that the person to whom such shares are issued, will not offer, sell, contract to sell or otherwise dispose of such shares in contravention of any lock-up agreement between such person and the Underwritersfiling of a registration statement with respect thereto, or (E) transactions by any person other than us, relating to shares of Common Stock or other securities acquired in open market or other transactions after the completion of this offering.

Agreements to Sell and Purchase. The Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon On the basis of the representations and ------------------------------- warranties herein containedcontained in this Agreement, but and subject to its terms and conditions, (i) the conditions hereinafter statedCompany agrees to issue and sell 3,000,000 Firm Shares, (ii) each Selling Stockholder agrees, severally and not jointly, to sell the number of Firm Shares set forth opposite such Selling Stockholder's name in Schedule II hereto and (iii) each Underwriter agrees, severally and not jointly, to purchase from the Company the respective numbers each Seller at a price per share of Firm Shares set forth in Schedule I hereto opposite its name at $______ a share (the "Purchase Price")) the number of Firm Shares (subject to such adjustments to eliminate fractional shares as you may determine) which bears the same proportion to the total number of Firm Shares to be sold by such Seller as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto bears to the total number of Firm Shares. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, (i) the Company agrees to issue and sell up to the Underwriters the 563,796 Additional Shares, Shares and (ii) the Underwriters shall have a one-time the right to purchase, severally and not jointly, up to _______________ an aggregate 563,796 Additional Shares from the Company at the Purchase Price. If you, on behalf of the Underwriters, elect to exercise such option, you shall so notify the Company in writing not later than 30 days after the date of this Agreement, which notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Such date may be the same as the Closing Date (as defined below) but not earlier than the Closing Date nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 4 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. The Underwriters may exercise their right to purchase Additional Shares in whole or in part from time to time by giving written notice thereof to the Company within 30 days after the date of this Agreement. You shall give any such notice on behalf of the Underwriters and such notice shall specify the aggregate number of Additional Shares to be purchased pursuant to such exercise and the date for payment and delivery thereof. The date specified in any such notice shall be a business day (i) no earlier than the Closing Date (as hereinafter defined), (ii) no later than ten business days after such notice has been given and (iii) no earlier than two business days after such notice has been given. If any Additional Shares are to be purchased, each Underwriter agreesUnderwriter, severally and not jointly, agrees to purchase from the Company the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that which bears the same proportion to the total number of Additional Shares to be purchased from the Company as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter in Schedule I bears to the total number of Firm Shares. The Selling Stockholders hereby agree, severally and not jointly, and the Company hereby agrees thatagrees, without the prior written consent of Xxxxxx Xxxxxxx on behalf of the Underwritersnot to offer, it will not (and will not publicly announce any intention to), during the period beginning on the date hereof and ending 180 days after the date of the Prospectus, (i) offersell, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, of directly or indirectly, indirectly any shares of Common Stock common stock of the Company or any securities convertible into, into or exercisable or exchangeable for shares common stock of Common Stockthe Company (collectively, or (ii"Common") enter into any swap or other arrangement that transfers to another, in whole or in part, any other manner transfer all or a portion of the economic consequences of associated with the ownership of shares any Common (regardless of Common Stock, whether any such transaction described in clause (i) or (ii) above of the foregoing transactions is to be settled by the delivery of shares of Common Stock or such other securitiesCommon, in cash or otherwise), except to the Underwriters pursuant to this Agreement, for a period of 180 days after the date of the Prospectus without the prior written consent of Xxxxxxxxx, Xxxxxx & Xxxxxxxx Securities Corporation, and the Company shall, concurrently with the execution of this Agreement, deliver an agreement executed by (i) each of the directors and officers of the Company and (ii) each stockholder listed on Annex I hereto to the effect that such person will not engage in any of the foregoing transactions with respect to any Common, in each case beneficially owned by such person during such period. The foregoing sentence shall not apply to Notwithstanding the foregoing, during such 180 period (Ai) the Shares Company may grant stock options pursuant to be sold hereunder or the Company's existing stock option plan, (Bii) the conversion of outstanding preferred stock into Company may issue shares of Common Stock as part of the closing of this offering, or (C) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof hereof; (iii) each of which the Underwriters have been advised in writing prior to the date hereof provided that the Company has determined in good faithCompany's directors and officers, each stockholder listed on Annex I, and, during the period after Closing, each Selling Stockholder, may transfer Common stock by way of off-market transfers to those of their respective affiliates (as that term is defined in Rule 144 under the Act) which agree in writing with the Underwriters to be bound by the provisions of this paragraph; and (iv) each of the Company's knowledgedirectors and officers, each stockholder listed on Annex I, and, during the period after due inquiryClosing, that each Selling Stockholder, may pledge Common to any person which, prior to such pledge taking effect, agrees to be bound by the person to whom such shares are issued, will not offer, sell, contract to sell or otherwise dispose provisions of such shares in contravention of any lock-up agreement between such person and the Underwritersthis paragraph.

Agreements to Sell and Purchase. The Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company the respective numbers of Firm Shares set forth in Schedule I hereto opposite its name names at $______ a share (the "Purchase PricePURCHASE PRICE"). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have a one-time right to purchase, severally and not jointly, up to _______________ 2,250,000 Additional Shares at the Purchase Price. If you, on behalf of the Underwriters, elect to exercise such option, you shall so notify the Company in writing not later than 30 days after the date of this Agreement, which notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Such date may be the same as the Closing Date (as defined below) but not earlier than the Closing Date nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 4 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. If any Additional Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Shares to be purchased as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. The Company hereby agrees that, without the prior written consent of Xxxxxx Xxxxxxx Morgxx Xxxnxxx & Xo. Incorporated on behalf of the Underwriters, it will not (and will not publicly announce any intention to)not, during the period beginning on the date hereof and ending 180 90 days after the date of the Prospectus, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into, into or exercisable or exchangeable for shares of Common Stock, Stock or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of shares of the Common Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of shares of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the sale to the Underwriters of Shares to be sold hereunder or hereunder, (B) the conversion of outstanding preferred stock into shares of Common Stock as part of the closing of this offering, or (C) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof which is described in the Prospectus or (C) the issuance of which the Underwriters have been advised shares of Common Stock or options to purchase Common Stock pursuant to any employee benefit plan that is in writing prior to existence on the date hereof provided that the Company has determined in good faith, and, to the Company's knowledge, after due inquiry, that the person to whom such shares are issued, will not offer, sell, contract to sell or otherwise dispose of such shares in contravention of any lock-up agreement between such person and the Underwritersconsistent with past practices.

Agreements to Sell and Purchase. The Company Each Seller, severally and not jointly (and not solidarily, nor jointly and severally), hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointlyjointly (and not solidarily, nor jointly and severally), to purchase from such Seller at the Company purchase Price set forth in Schedule I-A hereto (the “Purchase Price”) the respective numbers of Firm Shares set forth in Schedule I II hereto opposite its the name at $______ a share (of such Underwriter bears to the "Purchase Price")total number of Firm Shares. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees Sellers (other than the CDPQ Selling Shareholder) agree to sell to the Underwriters the Additional Shares, and the Underwriters shall have a one-time the right to purchase, severally and not jointlyjointly (and not solidarily, nor jointly and severally), up to _______________ the number of Additional Shares set forth, as applicable, in Schedule I-A and Schedule I-B hereto at the Purchase Price, provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company and payable on the Firm Shares but not payable on such Additional Shares. If you, You may exercise this right on behalf of the Underwriters, elect Underwriters in whole or from time to exercise such option, you shall so notify the Company time in writing part by giving written notice not later than 30 days after the date of this Agreement, which Closing Date. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Such Each purchase date must be at least one business day after the written notice is given and may not be the same as the Closing Date (as defined below) but not earlier than the Closing Date for the Firm Shares nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 4 3 hereof solely for the purpose of covering over-allotments made sales of Subordinate Voting Shares in connection with excess of the offering number of the Firm Shares. If any Additional Shares are to be purchasedOn each Option Closing Date, each Underwriter agrees, severally and not jointlyjointly (and not solidarily, nor jointly and severally), to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule I II hereto opposite the name of such Underwriter bears to the total number of Firm Shares. The Company hereby agrees that, without the prior written consent of Xxxxxx Xxxxxxx on behalf of the Underwriters, it will not (and will not publicly announce any intention to), during the period beginning on the date hereof and ending 180 days after the date of the Prospectus, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into, or exercisable or exchangeable for shares of Common Stock, or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of shares of Common Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of shares of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Shares to be sold hereunder or (B) the conversion of outstanding preferred stock into shares of Common Stock as part of the closing of this offering, or (C) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof of which the Underwriters have been advised in writing prior to the date hereof provided that the Company has determined in good faith, and, to the Company's knowledge, after due inquiry, that the person to whom such shares are issued, will not offer, sell, contract to sell or otherwise dispose of such shares in contravention of any lock-up agreement between such person and the Underwriters.

Agreements to Sell and Purchase. The Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company the respective numbers of Firm Shares set forth in Schedule I hereto opposite its name at $____.__ a share (the "Purchase PricePURCHASE PRICE"). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have a one-time right to purchase, severally and not jointly, up to _______________ Additional Shares at the Purchase Price. If you, on behalf of the Underwriters, elect to exercise such option, you shall so notify the Company in writing not later than 30 days after the date of this Agreement, which notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Such date may be the same as the Closing Date (as defined below) but not earlier than the Closing Date nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 4 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. If any Additional Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Shares to be purchased as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. The Company hereby agrees that, without the prior written consent of Xxxxxx Xxxxxxx Morgxx Xxxnxxx & Xo. Incorporated on behalf of the Underwriters, it will not (and will not publicly announce any intention to)not, during the period beginning on the date hereof and ending 180 days after the date of the Prospectus, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into, into or exercisable or exchangeable for shares of Common Stock, Stock or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of shares of the Common Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of shares of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Shares to be sold hereunder or hereunder; (B) the conversion of outstanding preferred stock into shares of Common Stock as part of the closing of this offering, or (C) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof as described in the Registration Statement or of which the Underwriters have been advised in writing prior writing; (C) the grant of options to purchase Common Stock pursuant to the date hereof provided that 1998 Stock Plan and the 1999 Director Option Plan (collectively, the "PLANS"); and (D) the issuance by the Company has determined in good faith, and, of shares of Common Stock pursuant to the Company's knowledge, after due inquiry, that the person to whom such shares are issued, will not offer, sell, contract to sell or otherwise dispose of such shares in contravention of any lock-up agreement between such person and the Underwriters1999 Employee Stock Purchase Plan.

Agreements to Sell and Purchase. The Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company the respective numbers number of Firm Shares set forth in Schedule I hereto opposite its name at $______ $ - a share (the "Purchase PricePURCHASE PRICE"). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company each Seller, severally and not jointly, agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have a one-time right to purchase, severally and not jointly, up to _______________ Additional Shares at the Purchase PricePrice from the Company up to - Additional Shares and from each Selling Stockholder up to the number of Additional Shares set forth opposite his or her name on Schedule II hereto. If you, on behalf of the Underwriters, elect to exercise such option, you shall so notify the Company in writing not later than 30 thirty (30) days after the date of this Agreement, which notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Such date may be the same as the -8- 10 Closing Date (as defined below) but not earlier than the Closing Date nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 4 5 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. If any Additional Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase from each Seller the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Shares to be purchased as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. In the event such option is exercised for less than all of the Additional Shares, the Additional Shares to be purchased shall be purchased first from the Selling Stockholders, pro rata on the basis of the respective numbers of shares set forth opposite the names of the Selling Stockholders in Schedule II (subject to such adjustments to eliminate fractional shares as you may determine), and then, to the extent more than ________ Additional Shares are to be purchased, from the Company. The Company hereby agrees that, without the prior written consent of Xxxxxx Xxxxxxx on Morgxx Xxxnxxx xx behalf of the Underwriters, it will not (and will not publicly announce any intention to)not, during the period beginning on the date hereof and ending 180 days after the date of the Prospectus, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into, into or exercisable or exchangeable for shares of Common Stock, Stock or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of shares of the Common Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of shares of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to to: (A) the Shares to be sold hereunder or hereunder; (B) the conversion of outstanding preferred stock into shares of Common Stock as part of the closing of this offering, or (C) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof that is disclosed in the Prospectus or of which the Underwriters have been advised in writing writing; (C) the issuance by the Company of shares of Common Stock, or options or warrants exercisable therefor, in connection with an acquisition of assets or stock of another company or in connection with the sale of the Company pursuant to a merger, sale of stock or otherwise or (D) the grant of shares of Common Stock or an option to purchase Common Stock, or the issuance of shares of Common Stock upon exercise of options, under the stock plans described in the Prospectus, provided, however, that prior to the issuance of any shares of Common Stock as contemplated by clause (C) or (D), including shares of Common Stock to be issued upon exercises of options or warrants contemplated by either of such clauses, the recipient of such shares executes and delivers to you on or prior to the date hereof provided that the Company has determined in good faith, and, to the Company's knowledge, after due inquiry, that the person to whom such shares are issued, will not offer, sell, contract to sell or otherwise dispose of such shares in contravention of any issuance a "lock-up up" agreement between such person and in the Underwritersform of Exhibit A-2 hereto.

Agreements to Sell and Purchase. The Company Each Seller, severally and not jointly, hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from such Seller at $___a share (the Company “Purchase Price”) the respective numbers number of Firm Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the number of Firm Shares to be sold by such Seller as the number of Firm Shares set forth in Schedule I II hereto opposite its the name at $______ a share (of such Underwriter bears to the "Purchase Price")total number of Firm Shares. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Underwriters the Company Additional SharesShares and certain Selling Stockholders (the “Option Stockholders”) agree to sell to the Underwriters the number of Additional Shares set forth opposite such Selling Stockholders’ names on Schedule I hereto, and the Underwriters shall have a one-time the right to purchase, severally and not jointly, up to _______________ 1,131,091 Additional Shares at the Purchase Price. If you, Xxxxxx Xxxxxxx may exercise this right on behalf of the Underwriters, elect Underwriters in whole or from time to exercise such option, you shall so notify the Company time in writing part by giving written notice not later than 30 days after the date of this Agreement, which . Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Such Each purchase date must be at least one business day after the written notice is given and may not be the same as the Closing Date (as defined below) but not earlier than the Closing Date closing date for the Firm Shares nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 4 5 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. If any On each day, if any, that Additional Shares are to be purchasedpurchased (an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you Xxxxxx Xxxxxxx may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule I II hereto opposite the name of such Underwriter bears to the total number of Firm Shares. The In the event of a partial exercise of the over-allotment option, the Option Stockholders shall sell, severally and not jointly, Additional Shares to the Underwriters prior to the sale of any Company Additional Shares and ratably in proportion to the maximum number of Additional Shares that may be sold by the Option Stockholders to the Underwriters hereunder, and the Company shall sell the Company Additional Shares to the Underwriters only after the sale of all Additional Shares by the Option Stockholders. Each Seller hereby agrees that, without the prior written consent of Xxxxxx Xxxxxxx on behalf of the Underwriters, it will not (and will not publicly announce any intention to)not, during the period beginning on the date hereof and ending 180 90 days after the date of the Prospectus, (i1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into, into or exercisable or exchangeable for shares of Common Stock, Stock or (ii2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of shares of the Common Stock, whether any such transaction described in clause (i1) or (ii2) above is to be settled by delivery of shares of Common Stock or such other securities, in cash or otherwiseotherwise or (3) file any registration statement with the Commission relating to the offering of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock. The foregoing sentence restrictions contained in the preceding paragraph shall not apply to (Aa) the Shares to be sold hereunder or hereunder, (B) the conversion of outstanding preferred stock into shares of Common Stock as part of the closing of this offering, or (Cb) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof of hereof, which are disclosed in the Underwriters have been advised in writing prior to the date hereof provided that the Company has determined in good faith, and, to the Company's knowledge, after due inquiry, that the person to whom such shares are issued, will not offer, sell, contract to sell or otherwise dispose of such shares in contravention of any lock-up agreement between such person and the Underwriters.Prospectus,

Agreements to Sell and Purchase. The Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company the respective numbers of Firm Shares set forth in Schedule I hereto opposite its name at $______ a share (the "Purchase Price"). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have a one-time right to purchase, severally and not jointly, up to _______________ Additional Shares at the Purchase Price. If you, on behalf of the Underwriters, elect to exercise such option, you shall so notify the Company in writing not later than 30 days after the date of this Agreement, which notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Such date may be the same as the Closing Date (as defined below) but not earlier than the Closing Date nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 4 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. If any Additional Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Shares to be purchased as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. The Company hereby agrees that, without the prior written consent of Xxxxxx Xxxxxxx & Co. Incorporated on behalf of the Underwriters, it will not (and will not publicly announce any intention to)not, during the period beginning on the date hereof and ending 180 days after the date of the Prospectus, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into, into or exercisable or exchangeable for shares of Common Stock, Stock or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of shares of the Common Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of shares of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Shares to be sold hereunder or (B) the conversion of outstanding preferred stock into shares of Common Stock as part of the closing of this offering, or (C) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof of which the Underwriters have been advised in writing prior to the date hereof provided that the Company has determined in good faith, and, to the Company's knowledge, after due inquiry, that the person to whom such shares are issued, will not offer, sell, contract to sell or otherwise dispose of such shares in contravention of any lock-up agreement between such person and the Underwriterswriting.

Agreements to Sell and Purchase. The Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company the respective numbers of Firm Shares set forth in Schedule I hereto opposite its name at $______ a share (the "Purchase PricePURCHASE PRICE"). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have a one-time right to purchase, severally and not jointly, up to _______________ Additional Shares at the Purchase Price. If you, on behalf of the Underwriters, elect to exercise such option, you shall so notify the Company in writing not later than 30 days after the date of this Agreement, which notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Such date may be the same as the Closing Date (as defined below) but not earlier than the Closing Date nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 4 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. If any Additional Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Shares to be purchased as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. The Company hereby agrees that, without the prior written consent of Xxxxxx Xxxxxxx on behalf of the Underwriters, it will not (and will not publicly announce any intention to), during the period beginning on the date hereof and ending 180 days after the date of the Prospectus, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into, or exercisable or exchangeable for shares of Common Stock, or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of shares of Common Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of shares of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Shares to be sold hereunder or (B) the conversion of outstanding preferred stock into shares of Common Stock as part of the closing of this offering, or (C) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof of which the Underwriters have been advised in writing prior to the date hereof provided that the Company has determined in good faith, and, to the Company's knowledge, after due inquiry, that the person to whom such shares are issued, will not offer, sell, contract to sell or otherwise dispose of such shares in contravention of any lock-up agreement between such person and the Underwriters.be

Agreements to Sell and Purchase. The Company Each Seller, severally and not jointly, hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company such Seller the respective numbers of Firm Shares set forth in Schedule I hereto opposite its name at $______ a share (the "Purchase PricePURCHASE PRICE"). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have a one-time right to purchase, severally and not jointly, up to _______________ 315,302 Additional Shares at the Purchase Price. If you, on behalf of the Underwriters, elect to exercise such option, you shall so notify the Company in writing not later than 30 days after the date of this Agreement, which notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Such date may be the same as the Closing Date (as defined below) but not earlier than the Closing Date nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 4 5 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. If any Additional Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Shares to be purchased as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. The Company Each Seller hereby agrees that, without the prior written consent of Xxxxxx Xxxxxxx Morgxx Xxxnxxx & Xo. Incorporated on behalf of the Underwriters, it will not (and will not publicly announce any intention to), during the period beginning on the date hereof and ending 180 days after the date of the Prospectus, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into, or exercisable or exchangeable for shares of Common Stock, or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of shares of Common Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of shares of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Shares to be sold hereunder or (B) the conversion of outstanding preferred stock into shares of Common Stock as part of the closing of this offering, or (C) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof of which the Underwriters have been advised in writing prior to the date hereof provided that the Company has determined in good faith, and, to the Company's knowledge, after due inquiry, that the person to whom such shares are issued, will not offer, sell, contract to sell or otherwise dispose of such shares in contravention of any lock-up agreement between such person and the Underwriters.not,

Agreements to Sell and Purchase. The Company hereby agrees to sell to the several International Underwriters, and each International Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company at ¥[●] a share (the respective numbers “Purchase Price”) the number of International Firm Shares set forth in Schedule I hereto opposite its the name at $______ a share (the "Purchase Price")of such International Underwriter. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Underwriters Xxxxxx Xxxxxxx the Additional International Shares, and the Underwriters Xxxxxx Xxxxxxx shall have a one-time the right to purchase, severally and not jointly, purchase up to _______________ 3,300,000 Additional International Shares at the Purchase Price. If you, on behalf of the Underwriters, elect Xxxxxx Xxxxxxx may exercise this right in whole or in part by giving written notice to exercise such option, you shall so notify the Company in writing not no later than 30 days after August 15, 2016. Such notice shall be delivered in the date form of this Agreement, a stock subscription (kabushiki moshikomisho) which notice shall specify the number of Additional International Shares to be purchased by the Underwriters and the date on which such shares are to be purchasedXxxxxx Xxxxxxx. Such date may shares shall be purchased on August 16, 2016 (the same as the “Option Closing Date (as defined below) but not earlier than the Closing Date nor later than ten business days after the date of such noticeDate”). Additional International Shares may be purchased as provided in Section 4 hereof solely for the purpose of covering satisfying NSC’s obligation to return the shares borrowed from the Shareholder. Each International Underwriter agrees that Xxxxxx Xxxxxxx will apply the proceeds from initial settlement of over-allotments in the International Offering made in connection with the offering of the Firm International Borrowed Shares in purchasing any Additional International Shares. If any Additional Shares are the Representatives, in their sole discretion, agree to be purchased, each Underwriter agrees, severally and not jointly, to purchase release or waive the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Shares to be purchased as the number of Firm Shares restrictions set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. The Company hereby agrees that, without the prior written consent of Xxxxxx Xxxxxxx on behalf a lock-up letter described in Section 5(l) hereof for an officer or director of the Underwriters, it will not (Company and will not publicly announce any intention to), during provide the period beginning on Company with notice of the date hereof and ending 180 impending release or waiver substantially in the form of Exhibit A hereto at least three business days after before the effective date of the Prospectusrelease or waiver, (i) offer, pledge, sell, contract the Company agrees to sell, sell any option announce the impending release or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares waiver by a press release substantially in the form of Common Stock or any securities convertible into, or exercisable or exchangeable for shares of Common Stock, or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any Exhibit A hereto through a major news service at least two business days before the effective date of the economic consequences of ownership of shares of Common Stock, whether any such transaction described in clause (i) release or (ii) above is to be settled by delivery of shares of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Shares to be sold hereunder or (B) the conversion of outstanding preferred stock into shares of Common Stock as part of the closing of this offering, or (C) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof of which the Underwriters have been advised in writing prior to the date hereof provided that the Company has determined in good faith, and, to the Company's knowledge, after due inquiry, that the person to whom such shares are issued, will not offer, sell, contract to sell or otherwise dispose of such shares in contravention of any lock-up agreement between such person and the Underwriterswaiver.

Agreements to Sell and Purchase. The Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company the respective numbers of Firm Shares set forth in Schedule I hereto opposite its name names at $_U.S.$_____ a share (the "Purchase PricePURCHASE PRICE"). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have a one-time right to purchase, severally and not jointly, up to _______________ Additional Shares at the Purchase Price. If you, on behalf of the Underwriters, elect to exercise such option, you shall so notify the Company in writing not later than 30 days after the date of this Agreement, which notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Such date may be the same as the Closing Date (as defined below) but not earlier than the Closing Date or the fourth business day after the date of such notice, nor later than ten the tenth business days day after the date of such notice. Additional Shares may be purchased as provided in Section 4 hereof solely for the purpose of covering over-over- allotments made in connection with the offering of the Firm Shares. If any Additional Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Shares to be purchased as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. The Company hereby agrees that, without the prior written consent of Xxxxxx Xxxxxxx & Co. Incorporated on behalf of the Underwriters, it will not (and will not publicly announce any intention to)not, during the period beginning on the date hereof and ending 180 days after the date of the Prospectus, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into, into or exercisable or exchangeable for shares of Common Stock, Stock or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of shares of the Common Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of shares of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Shares to be sold hereunder or hereunder, (B) the conversion of outstanding preferred stock into shares of Common Stock as part of the closing of this offering, or (C) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof of which the Underwriters have been advised in writing prior writing, (C) the issuance of an aggregate of ____ shares of Common Stock to Biogen, Inc., Genentech Inc. and the date hereof provided that University of Florida Research Foundation, in each case on the Company has determined terms set forth in good faiththe Prospectus, and, or (D) the grant of options to purchase Common Stock pursuant to the Company's knowledgeequity-based compensation plans described in the Prospectus, after due inquiry, provided that the person to whom such shares options are issued, will not offer, sell, contract to sell or otherwise dispose of exercisable within such shares in contravention of any lock-up agreement between such person and the Underwriters180 day period.

Agreements to Sell and Purchase. The Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company the respective numbers of Firm Shares set forth in Schedule I hereto opposite its name at $______ a share (the "Purchase Price"). a) On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company Trust agrees to sell to the Underwriters the Additional Sharesissue and sell, and the Underwriters shall have a one-time right to purchase, severally and not jointly, up to _______________ Additional Shares at the Purchase Price. If you, on behalf of the Underwriters, elect to exercise such option, you shall so notify the Company in writing not later than 30 days after the date of this Agreement, which notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Such date may be the same as the Closing Date (as defined below) but not earlier than the Closing Date nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 4 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. If any Additional Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase from the Trust the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Shares to be purchased as the number of Firm Shares [Underwritten] Securities set forth in Schedule I hereto opposite the name of such Underwriter bears in Schedule I hereto, at a purchase price per Underwritten Security of $______ (the “Purchase Price”). (b) [On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Trust hereby grants an option to the total several Underwriters to purchase, severally and not jointly, up to [____] Option Securities at the same purchase price per share as the Underwriters shall pay for the Underwritten Securities by the Underwriters. Said option may be exercised in whole or in part at any time (but not more than once) on or before the 30th day after the date of the initial public offering, upon written or telegraphic notice by the [Representatives][Underwriters] to the Trust setting forth the number of Firm Shares. The Company hereby agrees that, without the prior written consent of Xxxxxx Xxxxxxx on behalf shares of the Underwriters, it will not (Option Securities as to which the several Underwriters are exercising the option and will not publicly announce any intention to), during the period beginning on the date hereof on which delivery and ending 180 payment shall occur, which shall not be less than [___] business days after the date of the Prospectus, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares notice of Common Stock or any securities convertible into, or exercisable or exchangeable for shares of Common Stock, or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership exercise. The number of shares of Common Stock, whether any such transaction described in clause (i) or (ii) above is the Option Securities to be settled purchased by delivery each Underwriter shall be the same percentage of the total number of shares of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Shares Option Securities to be sold hereunder or (B) purchased by the conversion of outstanding preferred stock into shares of Common Stock several Underwriters as part such Underwriter is purchasing of the closing of this offeringUnderwritten Securities, or (C) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof of which the Underwriters have been advised subject to such adjustments as you in writing prior your absolute discretion shall make to the date hereof provided that the Company has determined in good faith, and, to the Company's knowledge, after due inquiry, that the person to whom such shares are issued, will not offer, sell, contract to sell or otherwise dispose of such shares in contravention of eliminate any lock-up agreement between such person and the Underwritersfractional shares.]

Agreements to Sell and Purchase. The Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company the respective numbers number of Firm Shares (to be adjusted by you so as to eliminate fractional shares) as set forth in Schedule I hereto opposite its name at $______ 37.60 a share (the "“Purchase Price"”). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company hereby agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have a one-time the right to purchase, severally and not jointly, up to _______________ 487,500 Additional Shares at the Purchase Price; provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company and payable on the Firm Shares but not payable on such Additional Shares. If you, You may exercise this right on behalf of the Underwriters, elect Underwriters in whole or from time to exercise such option, you shall so notify time in part by giving written notice to the Company in writing not later than 30 days after the date of this Agreement, which . Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Such Each purchase date must be at least one (1) business day after the written notice is given and may not be the same as the Closing Date (as defined below) but not earlier than the Closing Date closing date for the Firm Shares nor later than ten (10) business days after the date of such notice. Additional Shares may be purchased as provided in Section 4 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. If any On each day, if any, that Additional Shares are to be purchasedpurchased (each, an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. The Company hereby agrees that, without the prior written consent of Xxxxxx Xxxxxxx on behalf of the Underwriters, it will not (and will not publicly announce any intention to), during the period beginning on the date hereof and ending 180 days after the date of the Prospectus, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into, or exercisable or exchangeable for shares of Common Stock, or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of shares of Common Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of shares of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Shares to be sold hereunder or (B) the conversion of outstanding preferred stock into shares of Common Stock as part of the closing of this offering, or (C) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof of which the Underwriters have been advised in writing prior to the date hereof provided that the Company has determined in good faith, and, to the Company's knowledge, after due inquiry, that the person to whom such shares are issued, will not offer, sell, contract to sell or otherwise dispose of such shares in contravention of any lock-up agreement between such person and the Underwriters.

Agreements to Sell and Purchase. The Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company the respective numbers of Firm Shares set forth in Schedule I hereto opposite its name at $______ $ 17.75 a share (the "Purchase PricePURCHASE PRICE")) plus accrued dividends, if any, to the Closing Date. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have a one-time right to purchase, severally and not jointly, up to _______________ 1,125,000 Additional Shares at the Purchase Price. If youXxxxxx Xxxxxxx, on behalf of the Underwriters, elect elects to exercise such option, you Xxxxxx Xxxxxxx shall so notify the Company in writing not later than 30 days after the date of this Agreement, which notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Such purchase date may be the same as the Closing Date (as defined below) but not earlier than the Closing Date nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 4 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. If any Additional Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determinebe determined by Xxxxxx Xxxxxxx) that bears the same proportion to the total number of Additional Shares to be purchased as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. The To induce the Underwriters to continue their efforts in connection with the Public Offering (as defined below), the Company hereby agrees that, without the prior written consent of Xxxxxx Xxxxxxx on behalf of the UnderwritersXxxxxxx, it will not (and will not publicly announce any intention to)not, during the period beginning on the date hereof and ending 180 90 days after November 7, 2005, which is the date of the ProspectusProspectus relating to the Public Offering, (i1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into, into or exercisable or exchangeable for Common Stock; (2) file any registration statement with the Commission relating to the offering of any shares of Common Stock, Stock or any securities convertible into or exercisable or exchangeable for Common Stock or (ii3) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of shares of the Common Stock, whether any such transaction described in clause (i1), (2) or (ii3) above is to be settled by delivery of shares of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (Aa) the sale of any Shares to be sold hereunder or the Underwriters pursuant to this Agreement, (Bb) the conversion of outstanding preferred stock into transactions relating to shares of Common Stock as part or other securities acquired in open market transactions after the completion of the closing of this offeringPublic Offering, or (Cc) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof hereof, including, without limitation, upon conversion of which the Underwriters have been advised Company's 3 1/2% Convertible Notes due 2033 (the "Convertible Notes") or the Company's 3 3/4% Convertible Debentures due 2035, and as described in writing prior or contemplated by the Prospectus, (d) the filing by the Company of any post-effective amendments to its registration statement on Form S-3 or any supplements to the prospectus included therein relating to the Convertible Notes and the shares of Common Stock issuable upon conversion thereof (Registration Statement No. 333-108616); (e) the issuance by the Company of any shares of Common Stock or options or other rights to employees of the Company on or after the date hereof provided that the Company has determined in good faith, and, pursuant to the Company's knowledge, after due inquiry, that equity incentive plans as described in or contemplated by the person to whom such Prospectus and the issuance by the Company of shares are issued, will not offer, sell, contract to sell or otherwise dispose of such shares in contravention Common Stock upon the exercise of any locksuch options or the vesting of any such other rights, (f) the filing by the Company of a shelf registration statement with the Commission for the sale of securities only by the Company, provided that securities are not offered or sold pursuant thereto during such 90-up agreement between such person and day period, or (g) any securities issued or issuable in connection with the UnderwritersCompany's stockholders rights plan.

Agreements to Sell and Purchase. The Company Each Seller, severally and not jointly, hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company such Seller the respective numbers of Firm Shares set forth in Schedule I II hereto opposite its name at $______ a share (the "Purchase Price"). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to issue and sell to the Underwriters the Additional Shares, and the Underwriters shall have a one-time right to purchase, severally and not jointly, up to _______________ 337,500 Additional Shares at the Purchase Price. If you, on behalf of the Underwriters, elect to exercise such option, you shall so notify the Company in writing not later than 30 days after the date of this Agreement, which notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Such date may be the same as the Closing Date (as defined below) but not earlier than the Closing Date nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 4 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. If any Additional Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Shares to be purchased as the number of Firm Shares set forth in Schedule I II hereto opposite the name of such Underwriter bears to the total number of Firm Shares. The Company hereby agrees that, without the prior written consent of Xxxxxx Xxxxxxx & Co. Incorporated on behalf of the Underwriters, it will not (and will not publicly announce any intention to)not, during the period beginning on the date hereof and ending 180 90 days after the date of the Prospectus, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into, into or exercisable or exchangeable for shares of Common Stock, Stock or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of shares of the Common Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of shares of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Shares to be sold hereunder or hereunder; (B) the conversion of outstanding preferred stock into shares of Common Stock as part of the closing of this offering, or (C) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof as described in the Registration Statement or of which the Underwriters have been advised in writing prior writing; (C) the grant of options to purchase Common Stock pursuant to the date hereof provided that 1995 Stock Option Plan; and (D) the issuance by the Company has determined in good faith, and, of shares of Common Stock pursuant to the Company's knowledge1999 Employee Stock Purchase Plan. In addition, each Selling Stockholder agrees that, without the prior written consent of Xxxxxx Xxxxxxx & Co. Incorporated on behalf of the Underwriters, it will not, during the period ending 90 days after due inquirythe date of the Prospectus, that initiate any demand for the person to whom such shares are issued, will not offer, sell, contract to sell or otherwise dispose of such shares in contravention registration of any lock-up agreement between such person and the Underwritersshares of Common Stock or any security convertible into or exchangeable for Common Stock.

Agreements to Sell and Purchase. The Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company the respective numbers of Firm Shares set forth in Schedule I hereto opposite its name at $______ a share (the "Purchase Price"). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have a one-time right to purchase, severally and not jointly, up to _______________ Additional Shares at the Purchase Price. If you, on behalf of the Underwriters, elect to exercise such option, you shall so notify the Company in writing not later than 30 days after the date of this Agreement, which notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Such date may be the same as the Closing Date (as defined below) but not earlier than the Closing Date nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 4 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. If any Additional Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Shares to be purchased as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. The Company hereby agrees that, without the prior written consent of Xxxxxx Xxxxxxx on behalf of the Underwriters, it will not (and will not publicly announce any intention to)not, during the period beginning on the date hereof and ending 180 days after the date of the Prospectus, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into, into or exercisable or exchangeable for shares of Common Stock, Stock or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of shares of the Common Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of shares of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Shares to be sold hereunder or hereunder, (B) the conversion of outstanding preferred stock into shares of Common Stock as part of the closing of this offering, or (C) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof of which the Underwriters have been advised in writing prior to the date hereof provided that the Company has determined in good faithwriting, and, to or (C) any options granted under any of the Company's knowledge, after due inquiry, that stock option plans or any shares issued under the person to whom such shares are issued, will not offer, sell, contract to sell or otherwise dispose of such shares in contravention of any lock-up agreement between such person and the UnderwritersCompany's 1999 Employee Stock Purchase Plan.

Agreements to Sell and Purchase. The Company Each Seller, severally and not jointly, hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company the respective numbers of Firm Shares set forth in Schedule I hereto opposite its name such Seller at $______ a share (the "Purchase Price")) the number of Firm Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the number of Firm Shares to be sold by such Seller as the number of Firm Shares set forth in Schedule II hereto opposite the name of such Underwriter bears to the total number of Firm Shares. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Underwriters the Company Additional SharesShares and certain Selling Stockholders (the "Option Stockholders") agree to sell to the Underwriters the number of Additional Shares set forth with respect to such Selling Stockholder on Schedule I hereto, and the Underwriters shall have a one-time right to purchase, severally and not jointly, up to _______________ 600,000 Additional Shares at the Purchase Price. If you, on behalf of the Underwriters, elect to exercise such option, you shall so notify the Company in writing not later than 30 days after the date of this Agreement, which notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Such date may be the same as the Closing Date (as defined below) but not earlier than the Closing Date nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 4 5 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. If any Additional Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Shares to be purchased as the number of Firm Shares set forth in Schedule I II hereto opposite the name of such Underwriter bears to the total number of Firm Shares. The Company Each Seller hereby agrees that, without the prior written consent of Xxxxxx Xxxxxxx & Co. Incorporated on behalf of the Underwriters, it will not (and will not publicly announce any intention to)not, during the period beginning on the date hereof and ending 180 90 days after the date of the Prospectus, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into, into or exercisable or exchangeable for shares of Common Stock, Stock or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of shares of the Common Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of shares of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Shares to be sold hereunder or hereunder, (B) the conversion of outstanding preferred stock into shares of Common Stock as part of the closing of this offering, or (C) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof which is described in the Prospectus or of which the Underwriters have otherwise been advised in writing prior to writing, (C) the date hereof provided that issuance by the Company has determined in good faith, and, of shares of Common Stock or options to purchase shares of Common Stock pursuant to the Company's knowledgeemployee benefit plans as in existence on the date of this Agreement, (D) the issuance by the Company of shares of Common Stock or options to purchase shares of Common Stock in connection with the acquisition of AnyTime Access, Inc. by the Company or (E) transactions by any person other than the Company relating to shares of Common Stock or other securities acquired in open market transactions after due inquirythe completion of the offering of the Shares. In addition, that each Selling Stockholder, agrees that, without the person to whom such prior written consent of Xxxxxx Xxxxxxx & Co. Incorporated on behalf of the Underwriters, it will not, during the period ending 90 days after the date of the Prospectus, make any demand for, or exercise any right with respect to, the registration of any shares are issuedof Common Stock or any security convertible into or exercisable or exchangeable for Common Stock. The Company hereby represents and warrants that, during the period ending 90 days after the date of the Prospectus, it will not offerrelease any of its officers, selldirectors or other stockholders, contract to sell or otherwise dispose including stockholders of such shares in contravention the Company by virtue of the acquisition of AnyTime Access, Inc., from any lock-up agreement between such person and agreements currently existing or hereafter effected without the Underwritersprior written consent of Xxxxxx Xxxxxxx & Co. Incorporated.

Agreements to Sell and Purchase. The Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company at $4.2075 a share (the “Purchase Price”) the respective numbers number of Firm Shares set forth in Schedule I hereto opposite its the name at $______ a share (the "Purchase Price")of such Underwriter. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have a one-time the right to purchasepurchase from the Company, severally and not jointly, up to _______________ 915,000 Additional Shares at the Purchase Price. If you, You may exercise this right on behalf of the Underwriters, elect Underwriters in whole or from time to exercise such option, you shall so notify the Company time in writing part by giving written notice not later than 30 days after the date of this Agreement, which . Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Such Each purchase date must be at least one business day after the written notice is given and may not be the same as the Closing Date (as defined below) but not earlier than the Closing Date closing date for the Firm Shares nor later than ten five business days after the date of such notice. Additional Shares may be purchased as provided in Section 4 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. If any On each day, if any, that Additional Shares are to be purchasedpurchased (an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. The Company hereby agrees thatthat it will not, during the period ending 90 days after the date of the Prospectus (the “Restricted Period”), without the prior written consent of Xxxxxx Xxxxxxx on behalf of the Underwriters, it will not Representative (and will not publicly announce any intention to), during which consent may be withheld in the period beginning on the date hereof and ending 180 days after the date of the Prospectus, Representative’s sole discretion) (i) offerdirectly or indirectly, pledgesell, offer to sell, contract to sell, sell grant any option or contract to purchase, purchase any option or contract to sellfor the sale, grant any optionsecurity interest in, right pledge, hypothecate or warrant to purchase, lendotherwise dispose of or enter into any transaction which is designed to, or otherwise transfer could be expected to, result in the disposition (whether by actual disposition or dispose ofeffective economic disposition due to delivery of Common Stock or securities convertible into, directly exchangeable, or indirectlyexercisable for shares of Common Stock (“Securities”), in 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) (collectively, a “Disposition”), (ii) without limiting the restrictions set forth in clause (i), engage in any hedging or other transaction which is designed to or reasonably expected to lead to or result in a Disposition of shares of Common Stock or other Securities during the Restricted Period, even if such shares of Common Stock or other Securities would be disposed of by a person or entity other than the Company, or (iii) file any registration statement with the Commission relating to the offering of any shares of Common Stock or any securities convertible intoother Securities, or exercisable or exchangeable except for shares of Common Stock, or (ii) enter into any swap or other arrangement that transfers a registration statement on Form S-8 relating to another, in whole or in part, any of the economic consequences of ownership of shares of Common Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery registration of shares of Common Stock or such other securities, issuable pursuant to the Company’s equity incentive plans described in cash or otherwisethe Time of Sale Prospectus and in effect on the date of this Agreement. The foregoing sentence restrictions contained in the preceding paragraph shall not apply to (Ai) the Shares to be sold hereunder or hereunder; (Bii) the conversion of outstanding preferred stock into shares issuance of Common Stock as part of the closing of this offering, or (C) other Securities the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security any dividends on convertible securities outstanding on the date hereof pursuant to the terms of which such securities or upon the Underwriters have been advised exercise of any equity awards issued pursuant to the Company’s equity incentive plans described in the Time of Sale Prospectus and in effect on the date of this Agreement, or the exercise of warrants or the conversion of convertible securities issued by the Company that are outstanding on the date hereof (or issued after the date hereof as PIK dividends on convertible securities that are outstanding on the date hereof), provided that, unless otherwise agreed in writing by the Representative, prior to the issuance of Common Stock or other Securities upon the exercise of such equity awards, or upon the exercise of such warrants or the conversion of such convertible securities pursuant to this clause (ii), each recipient of Common Stock or other Securities other than a recipient of a dividend on convertible securities that are outstanding on the date hereof provided that the Company has determined in good faith, and, to the Company's knowledge, after due inquiry, that the person to whom such shares are issued, will not offer, sell, contract to sell or otherwise dispose of such shares in contravention of any shall have signed and delivered a lock-up agreement between substantially in the form of Exhibit A hereto (the “Lock-Up Agreement”), but only to the extent such person recipients are not already subject to standard market stand-off provisions with respect to the Common Stock or other Securities received upon such exercise or conversion pursuant to this clause (ii)); (iii) the grant of any equity awards by the Company to employees, officers, directors, advisors or consultants of the Company pursuant to equity incentive plans described in the Time of Sale Prospectus and in effect on the Underwritersdate hereof; or (iv) the filing by the Company of a registration statement on Form S-8 with the Commission in respect of any shares of Common Stock or other Securities issued under or the grant of any equity award pursuant to an equity incentive plan described in the Time of Sale Prospectus and in effect on the date hereof.

Agreements to Sell and Purchase. (a) The Company hereby agrees to issue and sell the Firm Securities to the several UnderwritersInitial Purchasers as hereinafter provided, and each UnderwriterInitial Purchaser, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agreesagrees to purchase, severally and not jointly, to purchase from the Company the Firm Securities at a purchase price of 96.75% of the principal amount thereof (the “Purchase Price”), in the respective numbers principal amount of Firm Shares Securities set forth opposite such Initial Purchaser’s name in Schedule I 1 hereto opposite its name at $______ a share (plus accrued interest, if any, from May 24, 2004 to the "Purchase Price")date of payment and delivery. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to issue and sell to the Underwriters Initial Purchasers the Additional SharesSecurities, and the Underwriters Initial Purchasers shall have a one-time right to purchase, severally and not jointly, purchase up to _______________ $15,000,000 principal amount of Additional Shares Securities at the Purchase PricePrice plus accrued interest, if any, from the Closing Date (as defined below) to the date of payment and delivery. If you, on behalf of the UnderwritersInitial Purchasers, elect to exercise such option, you shall so notify the Company in writing not later than 30 days after the date of this Agreement, which notice shall specify the number principal amount of Additional Shares Securities to be purchased by the Underwriters Initial Purchasers and the date on which such shares Additional Securities are to be purchased. Such date may be the same as the Closing Date (as defined below) but not earlier than the Closing Date nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 4 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. If any Additional Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Shares to be purchased as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. The Company hereby agrees that, without the prior written consent of each of X.X. Xxxxxx Securities Inc. and Xxxxxx Xxxxxxx on behalf of the Underwriters& Co. Incorporated, it will not (and will not publicly announce any intention to)not, during the period beginning on the date hereof and ending 180 90 days after the date of the ProspectusFinal Offering Memorandum, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into, into or exercisable or exchangeable for shares of Common Stock, or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of shares of the Common Stock, whether any such transaction described in clause (i) above or this clause (ii) above is to be settled by delivery of shares of Common Stock or such other securities, in cash or otherwise, or (iii) file with the Securities and Exchange Commission (the “Commission”) a registration statement under the Securities Act relating to any additional shares of its Common Stock or securities convertible into, or exchangeable for, any shares of its Common Stock. The foregoing sentence shall not apply to (A) this Agreement or the Shares to be sold hereunder sale of the Securities under this Agreement or the issuance of the Underlying Securities, (B) the conversion grant by the Company of outstanding preferred employee, officer or director stock into options in the ordinary course of business, the issuance by the Company of any shares of Common Stock as part upon the exercise of any option or warrant or the closing conversion of this offeringany security outstanding on the date hereof or upon the exercise of any option (regardless of when issued) issued under any employee, officer or director stock option or similar benefit plan, (C) the issuance by the Company of shares of Common Stock, stock appreciation rights or common stock equivalents or warrants, rights or options to purchase any of the foregoing, pursuant to any employee, officer or director stock option, stock purchase or similar benefit plans, and (D) the filing of any registration statement in respect of the Securities and the Underlying Securities or any registration statement in respect of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof of which the Underwriters have been advised in writing prior to the date hereof provided that the Company has determined in good faith, and, other securities pursuant to the Company's knowledge’s employee, after due inquiryofficer or director stock option, stock purchase or other similar benefit plans. (b) The Company understands that the person Initial Purchasers intend (i) to whom such shares are issued, will not offer, sell, contract offer privately pursuant to sell or otherwise dispose Rule 144A their respective portions of such shares the Securities as soon after this Agreement has become effective as in contravention the judgment of any lock-up agreement between such person the Initial Purchasers is advisable and (ii) initially to offer the UnderwritersSecurities upon the terms set forth in the Final Offering Memorandum.

Agreements to Sell and Purchase. The (a) On the basis of the representations, warranties and agreements of the Company hereby herein contained and subject to all the terms and conditions of this Agreement, the Company agrees to sell to the several Underwriters, Underwriters and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, Underwriter agrees, severally and not jointly, to purchase from the Company Company, at a purchase price of $24.2125 per share (the respective numbers “purchase price per share”), the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto opposite its name at $______ a share (or such number of Firm Shares increased as set forth in Section 9 hereof). (b) The Company also agrees, subject to all the "Purchase Price"). On terms and conditions set forth herein, to sell to the Underwriters, and, upon the basis of the representations representations, warranties and warranties agreements of the Company herein contained in this Agreement, and subject to its all the terms and conditionsconditions set forth herein, the Company agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have a one-time the right to purchase from the Company, at the purchase price per share, plus accumulated dividends, if any, on an Additional Share to the date of purchase, severally pursuant to an option (the “over-allotment option”) which may be exercised at any time and not jointlyfrom time to time prior to 9:00 P.M., up to _______________ Additional Shares at the Purchase Price. If youNew York City time, on behalf of the Underwriters, elect to exercise such option, you shall so notify the Company in writing not later than 30 days 30th day after the date of this Agreementthe Prospectus (or, which notice if such 30th day shall specify be a Saturday or Sunday or a holiday, on the number next business day thereafter when the American Stock Exchange is open for trading), up to an aggregate of 450,000 Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Such date may be the same as the Closing Date (as defined below) but not earlier than the Closing Date nor later than ten business days after the date of such noticeShares. Additional Shares may be purchased as provided in Section 4 hereof solely only for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. If Upon any Additional Shares are to be purchasedexercise of the over-allotment option, each Underwriter agreesUnderwriter, severally and not jointly, agrees to purchase from the Company the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determinedetermine in order to avoid fractional shares) that which bears the same proportion to the total number of Additional Shares to be purchased by the Underwriters as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter in Schedule I hereto (or such number of Firm Shares increased as set forth in Section 9 hereof) bears to the total aggregate number of Firm Shares. The Company hereby agrees that, without the prior written consent of Xxxxxx Xxxxxxx on behalf of the Underwriters, it will not (and will not publicly announce any intention to), during the period beginning on the date hereof and ending 180 days after the date of the Prospectus, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into, or exercisable or exchangeable for shares of Common Stock, or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of shares of Common Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of shares of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Shares to be sold hereunder or (B) the conversion of outstanding preferred stock into shares of Common Stock as part of the closing of this offering, or (C) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof of which the Underwriters have been advised in writing prior to the date hereof provided that the Company has determined in good faith, and, to the Company's knowledge, after due inquiry, that the person to whom such shares are issued, will not offer, sell, contract to sell or otherwise dispose of such shares in contravention of any lock-up agreement between such person and the Underwriters.

Agreements to Sell and Purchase. The Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company the respective numbers of Firm Shares set forth in Schedule I hereto opposite its name at $______ a share (the "Purchase PricePURCHASE PRICE"). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have a one-time right to purchase, severally and not jointly, up to _______________ 360,000 Additional Shares at the Purchase Price. If you, on behalf of the Underwriters, elect to exercise such option, you shall so notify the Company in writing not later than 30 days after the date of this Agreement, which notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Such date may be the same as the Closing Date (as defined below) but not earlier than the Closing Date nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 4 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. If any Additional Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Shares to be purchased as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. The Company hereby agrees agrees, on its own behalf and on behalf of each stockholder of the Company listed on Schedule II hereto (the "SUBJECT STOCKHOLDERS"), that, without the prior written consent of Xxxxxx Xxxxxxx & Co. Incorporated on behalf of the Underwriters, it will not (and each Subject Stockholder will not publicly announce any intention to)not, during the period beginning commencing on the date hereof and ending 180 90 days after the date of the Prospectus, (i1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into, into or exercisable or exchangeable for shares of Common Stock, Stock or (ii2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of shares of the Common Stock, whether any such transaction described in clause (i1) or (ii2) above is to be settled by delivery of shares of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Shares to be sold hereunder or hereunder, (B) the conversion of outstanding preferred stock into shares of Common Stock as part of the closing of this offering, or (C) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof of which the Underwriters have been advised in writing or (C) transactions by any person other than the Company relating to shares of Common Stock or other securities acquired in open market transactions after the completion of the offering of the Shares. In addition, the Company, on behalf of each Subject Stockholder, agrees that, without the prior to written consent of Xxxxxx Xxxxxxx & Co. Incorporated on behalf of the Underwriters, each Subject Stockholder will not, during the period ending 90 days after the date hereof provided of the Prospectus, make any demand for, or exercise any right with respect to, the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock. The Company agrees to give notice to each Subject Stockholder bound by the foregoing "lock-up" agreement pursuant to Section 4(c) of Exhibit D to that certain Stockholders Agreement, dated as of August 2, 1994, as amended, among the Company has determined in good faith, and, to Aftermarket Technology Holdings Corp. (which was subsequently merged with and into the Company's knowledge) and certain of its stockholders, after due inquiry, that optionholders and warrantholders (the person to whom such shares are issued, will not offer, sell, contract to sell or otherwise dispose of such shares in contravention of any lock-up agreement between such person and the Underwriters"STOCKHOLDERS AGREEMENT").

Agreements to Sell and Purchase. The Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company the respective numbers number of Firm Shares set forth in Schedule I hereto opposite its name at $______ 51.30 a share (the "Purchase Price"). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have a one-time right to purchase, severally and not jointly, up to _______________ 495,000 Additional Shares at the Purchase Price. If you, on behalf of the Underwriters, elect to exercise such option, you shall so notify the Company in writing not later than 30 days after the date of this Agreement, which notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares Additional Shares are to be purchased. Such date may be the same as the Closing Date (as defined below) but not earlier than the Closing Date nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 4 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. If any Additional Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Shares to be purchased as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. The Company hereby agrees that, without the prior written consent of Xxxxxx Xxxxxxx & Co. Incorporated on behalf of the Underwriters, it will not (and will not publicly announce any intention to)not, during the period beginning on the date hereof and ending 180 90 days after the date of the Prospectus, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities shares convertible into, into or exercisable or exchangeable for shares of Common Stock, Stock or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of shares of the Common Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of shares of Common Stock or such other securitiesShares, in cash or otherwise. The foregoing sentence shall not apply to (A) the sale of the Shares to be sold hereunder or under this Agreement, (B) the conversion of outstanding preferred stock into shares of Common Stock as part of the closing of this offering, or (C) the issuance by the Company of any shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof of which the Underwriters have been advised in writing prior writing, or (C) grants of options to purchase Common Stock pursuant to the date hereof provided that the Company has determined in good faith, and, to the Company's knowledge, after due inquiry, that the person to whom such shares are issued, will not offer, sell, contract to sell or otherwise dispose of such shares in contravention terms of any lock-up agreement between such person and employee stock option plan, directors' stock option plan, deferred compensation plan, employee stock purchase plan or dividend reinvestment plan in effect on the Underwritersdate hereof.

Agreements to Sell and Purchase. The Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company the respective numbers of Firm Shares set forth in Schedule I hereto opposite its name at $______ [ ] a share (the "Purchase PricePURCHASE PRICE"). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have a one-time right to purchase, severally and not jointly, up to _______________ [900,000] Additional Shares at the Purchase Price. If you, on behalf of the Underwriters, elect to exercise such option, you shall so notify the Company in writing not later than 30 thirty (30) days after the date of this Agreement, which notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Such date may be the same as the Closing Date (as defined below) but not earlier than the Closing Date nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 4 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. If any Additional Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Shares to be purchased as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. The Company hereby agrees that, without the prior written consent of Xxxxxx Xxxxxxx & Co. Incorporated on behalf of the Underwriters, it will not (and will not publicly announce any intention to)not, during the period beginning on the date hereof and ending 180 days after the date of the Prospectus, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into, into or exercisable or exchangeable for shares of Common Stock, Stock or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of shares of the Common Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of shares of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to to: (A) the Shares to be sold hereunder or hereunder; (B) the conversion of outstanding preferred stock into shares of Common Stock as part of the closing of this offering, or (C) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof of which the Underwriters have been advised in writing writing; (C) the grant of shares of Common Stock or an option to purchase Common Stock under the stock plans described in the Prospectus, provided, however, that (1) prior to the issuance of any shares of Common Stock, the recipient of such shares executes and delivers to you on or prior to the date hereof provided of such issuance a "lock-up" agreement in the form of Exhibit A-2 hereto and (2) the instrument governing any such option states that the Company has determined in good faith, and, shall not issue any of the shares of Common Stock underlying such option prior to the Company's knowledge, 180th day after due inquiry, that the person to whom such shares are issued, will not offer, sell, contract to sell or otherwise dispose date of the Prospectus unless the holder of such option executes and delivers to you on or prior to the date of such issuance a "lock- up" agreement in the form of Exhibit A-2 hereto or (D) [250,000] shares of Common Stock to be issued to Xxxxxxxx Communications in contravention of any lock-up agreement between such person and a private placement on the UnderwritersClosing Date, as defined below.

Agreements to Sell and Purchase. The Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agreesagrees to purchase, severally and not jointly, to purchase from the Company the respective numbers number of Firm Shares set forth in Schedule I hereto opposite its name at $______ 11.2729 a share (the "“Purchase Price"”). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Underwriters the Additional SharesUnderwriters, and the Underwriters shall have a one-time the right to purchase, severally and not jointly, up to _______________ the number of Additional Shares set forth in the first paragraph of this Agreement at the Purchase Price. If you, You may exercise this right on behalf of the Underwriters, elect Underwriters in whole or from time to exercise such option, you shall so notify the Company time in writing part by giving written notice not later than 30 days after the date of this Agreement, which the Prospectus. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Such Each purchase date must be at least one business day after the written notice is given and may not be the same as the Closing Date (as defined below) but not earlier than the Closing Date closing date for the Firm Shares nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 4 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shareshereof. If any On each day, if any, that Additional Shares are to be purchasedpurchased (an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. The Company hereby agrees that, without the prior written consent of Xxxxxx Xxxxxxx on behalf of the Underwriters, covenants with each Underwriter that it will not (and will not publicly announce any intention to), during the period beginning on the date hereof and ending 180 90 days after the date of the Prospectus, without the prior written consent of Xxxxxxx, Xxxxx & Co. and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, on behalf of the Underwriters (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into, into or exercisable or exchangeable for Common Stock; (ii) file or cause to be filed any registration statement with the Commission relating to the offering of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, ; or (iiiii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of shares of the Common Stock, whether any such transaction described in clause (i), (ii) or (iiiii) above is to be settled by delivery of shares of Common Stock or such other securities, in cash or otherwise. The foregoing sentence restrictions contained in the preceding paragraph shall not apply to (A) the Shares grant by the Company of stock options, restricted stock or other awards pursuant to be sold hereunder the Company’s benefit plans as described in the Prospectus; provided that such options, restricted stock or awards do not become exercisable or vest during such 90-day period, (B) the conversion of outstanding preferred stock into shares of Common Stock as part of the closing of this offering, or (C) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant warrant, the lapse of restrictions on restricted stock units, the settlement of stock appreciation rights or the conversion of a security outstanding on or prior to the date hereof and which is described in the Prospectus of which the Underwriters have been advised in writing, (C) issuances by the Company of shares of Common Stock in connection with the acquisition of another corporation or entity or the acquisition of the assets or properties of any such corporation or entity, so long as (i) the aggregate amount of such issuances does not exceed $500 million and (ii) each of the recipients of the Common Stock agrees in writing prior to the date hereof provided that consummation of any such transaction to be bound by the Company has determined in good faithprovisions of the preceding paragraph for the remainder of such 90-day period and (D) the filing of a registration statement on Form S-8 relating to the issuance of stock options, and, restricted stock and other awards pursuant to the Company's knowledge, after due inquiry, that ’s employee benefit plans as described in the person to whom such shares are issued, will not offer, sell, contract to sell or otherwise dispose of such shares in contravention of any lock-up agreement between such person and the UnderwritersProspectus.

Agreements to Sell and Purchase. The Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company the respective numbers of Firm Shares set forth in Schedule I hereto opposite its name at $______ a share (the "Purchase PricePURCHASE PRICE"). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have a one-time right to purchase, severally and not jointly, up to _______________ 375,000 Additional Shares at the Purchase Price. If you, on behalf of the Underwriters, elect to exercise such option, you shall so notify the Company in writing not later than 30 days after the date of this Agreement, which notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Such date may be the same as the Closing Date (as defined below) but not earlier than the Closing Date nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 4 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. If any Additional Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Shares to be purchased as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. The Company hereby agrees that, without the prior written consent of Xxxxxx Xxxxxxx on Morgxx Xxxnxxx xx behalf of the Underwriters, it will not (and will not publicly announce any intention to)not, during the period beginning on the date hereof and ending 180 days after the date of the Prospectus, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into, into or exercisable or exchangeable for shares of Common Stock, Stock or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of shares of the Common Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of shares of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Shares to be sold hereunder or hereunder, (B) the conversion of outstanding preferred stock into shares of Common Stock as part of the closing of this offering, or (C) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof hereof, (C) the grant of which the Underwriters have been advised in writing prior options to the date hereof provided that the Company has determined in good faith, and, purchase Common Stock pursuant to the Company's knowledge1997 Stock Plan, after due inquiry1999 Stock Incentive Plan or 1999 Directors Option Plan, that the person to whom such shares are issued, will not offer, sell, contract to sell or otherwise dispose of such shares in contravention of any lock-up agreement between such person and the Underwritersshares of Common Stock issuable upon exercise thereof and (D) the issuance by the Company of shares of Common Stock pursuant to the Company's 1999 Employee Stock Purchase Plan and (E) warrants issued pursuant to lender or equipment lease lines.

Agreements to Sell and Purchase. The Company Each Seller, severally and not jointly, hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company the respective numbers of Firm Shares set forth in Schedule I hereto opposite its name such Seller at $______ a share (the "Purchase PricePURCHASE PRICE")) the number of Firm Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the number of Firm Shares to be sold by such Seller as the number of Firm Shares set forth in Schedule II hereto opposite the name of such Underwriter bears to the total number of Firm Shares. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have a one-time right to purchase, severally and not jointly, up to _______________ 375,000. Additional Shares at the Purchase Price. If you, on behalf of the Underwriters, elect to exercise such option, you shall so notify the Company in writing not later than 30 days after the date of this Agreement, which notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Such date may be the same as the Closing Date (as defined below) but not earlier than the Closing Date nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 4 5 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. If any Additional Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Shares to be purchased as the number of Firm Shares set forth in Schedule I II hereto opposite the name of such Underwriter bears to the total number of Firm Shares. The Company Each Seller hereby agrees that, without the prior written consent of Xxxxxx Xxxxxxx Morgxx Xxxnxxx & Xo. Incorporated on behalf of the Underwriters, it will not (and will not publicly announce any intention to)not, during the period beginning on the date hereof and ending 180 90 days after the date of the Prospectus, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into, into or exercisable or exchangeable for shares of Common Stock, Stock or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of shares of the Common Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of shares of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Shares to be sold hereunder or hereunder, (B) the conversion of outstanding preferred stock into shares of Common Stock as part of the closing of this offering, or (C) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof of which the Underwriters have been advised in writing prior to the date hereof provided that the Company has determined in good faith, and, to the Company's knowledge, after due inquiry, that the person to whom such shares are issued, will not offer, sell, contract to sell or otherwise dispose of such shares in contravention of any lock-up agreement between such person and the Underwriters.exercise

Agreements to Sell and Purchase. The Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company the respective numbers of Firm Shares set forth in Schedule I hereto opposite its the Underwriter's name at $______ a share (the "Purchase PricePURCHASE PRICE"). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have a one-time right to purchase, severally and not jointly, up to _______________ Additional Shares at the Purchase Price. If you, on behalf of the Underwriters, elect to exercise such option, you shall so notify the Company in writing not later than 30 days after the date of this Agreement, which notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Such date may be the same as the Closing Date (as defined below) but not earlier than the Closing Date nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 4 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. If any Additional Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Shares to be purchased as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. The Company hereby agrees that, without the prior written consent of Xxxxxx Xxxxxxx on Morgxx Xxxnxxx xx behalf of the Underwriters, it will not (and will not publicly announce any intention to)not, during the period beginning on the date hereof and ending 180 days after the date of the Prospectus, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into, into or exercisable or exchangeable for shares of Common Stock, Stock or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of shares of the Common Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of shares of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Shares to be sold hereunder or hereunder, (B) the conversion of outstanding preferred stock into shares of Common Stock as part of the closing of this offering, or (C) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof of which the Underwriters have been advised in writing prior to the date hereof provided that the or (C) any options granted under any Company has determined in good faith, and, to stock option plan or any shares issued under the Company's knowledge, after due inquiry, that the person to whom such shares are issued, will not offer, sell, contract to sell or otherwise dispose of such shares in contravention of any lock-up agreement between such person and the UnderwritersEmployee Stock Purchase Plan.

Agreements to Sell and Purchase. The Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company the respective numbers of Firm Shares set forth in Schedule I hereto opposite its name names at $_U.S.$_____ a share (the "Purchase Price"). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have a one-time right to purchase, severally and not jointly, up to _______________ Additional Shares at the Purchase Price. If you, on behalf of the Underwriters, elect to exercise such option, you shall so notify the Company in writing not later than 30 days after the date of this Agreement, which notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Such date may be the same as the Closing Date (as defined below) but not earlier than the Closing Date nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 4 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. If any Additional Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Shares to be purchased as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. The Company hereby agrees that, without the prior written consent of Xxxxxx Xxxxxxx & Co. Incorporated on behalf of the Underwriters, it will not (and will not publicly announce any intention to)not, during the period beginning on the date hereof and ending 180 days after the date of the Prospectus, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, lend or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into, into or exercisable or exchangeable for shares of Common Stock, Stock or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of shares of the Common Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of shares of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Shares to be sold hereunder or (B) the conversion of outstanding preferred stock into shares of Common Stock as part of the closing of this offering, or (C) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof of which the Underwriters have been advised in writing prior to the date hereof provided that the Company has determined in good faith, and, to the Company's knowledge, after due inquiry, that the person to whom such shares are issued, will not offer, sell, contract to sell or otherwise dispose of such shares in contravention of any lock-up agreement between such person and the Underwriterswriting.

Agreements to Sell and Purchase. The Company Each Seller, severally and not jointly, hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from such Seller at US$[●] per ADS (the Company “Purchase Price”) the respective numbers number of Firm Shares ADSs (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the number of Firm ADSs to be sold by such Seller as the number of Firm ADSs set forth in Schedule I hereto opposite its the name at $______ a share (of such Underwriter bears to the "Purchase Price")total number of Firm ADSs. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company hereby agrees to sell to the Underwriters the Additional SharesADSs, and the Underwriters shall have a one-time the right to purchase, severally and not jointly, up to _______________ [2,562,028] Additional Shares ADSs at the Purchase Price. If you, The Representatives may exercise this right on behalf of the Underwriters, elect Underwriters in whole or from time to exercise such option, you shall so notify the Company time in writing part by giving written notice not later than 30 days after the date of this Agreement, which . Any exercise notice shall specify the number of Additional Shares ADSs to be purchased by the Underwriters and the date on which such shares Additional ADSs are to be purchased. Such Each purchase date must be at least two business days after the written notice is given and may not be the same as the Closing Date (as defined below) but not earlier than the Closing Date closing date for the Firm ADSs nor later than ten five business days after the date of such notice. Additional Shares ADSs may be purchased as provided in Section 4 3 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm SharesADSs. If any On each day, if any, that Additional Shares ADSs are to be purchasedpurchased (an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares ADSs (subject to such adjustments to eliminate fractional shares as you the Representatives may determine) that bears the same proportion to the total number of Additional Shares ADSs to be purchased on such Option Closing Date as the number of Firm Shares ADSs set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. The Company hereby agrees that, without the prior written consent of Xxxxxx Xxxxxxx on behalf of the Underwriters, it will not (and will not publicly announce any intention to), during the period beginning on the date hereof and ending 180 days after the date of the Prospectus, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into, or exercisable or exchangeable for shares of Common Stock, or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of shares of Common Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of shares of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Shares to be sold hereunder or (B) the conversion of outstanding preferred stock into shares of Common Stock as part of the closing of this offering, or (C) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof of which the Underwriters have been advised in writing prior to the date hereof provided that the Company has determined in good faith, and, to the Company's knowledge, after due inquiry, that the person to whom such shares are issued, will not offer, sell, contract to sell or otherwise dispose of such shares in contravention of any lock-up agreement between such person and the UnderwritersADSs.

Agreements to Sell and Purchase. The Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company the respective numbers of Firm Shares set forth in Schedule I hereto opposite its name at $______ a share (the "Purchase PricePURCHASE PRICE"). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have a one-time right to purchase, severally and not jointly, up to _______________ 450,000 Additional Shares at the Purchase Price. If you, on behalf of the Underwriters, elect to exercise such option, you shall so notify the Company in writing not later than 30 days after the date of this Agreement, which notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Such date may be the same as the Closing Date (as defined below) but not earlier than the Closing Date nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 4 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. If any Additional Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Shares to be purchased as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. The Company hereby agrees that, without the prior written consent of Xxxxxx Xxxxxxx on Morgxx Xxxnxxx xx behalf of the Underwriters, it will not (and will not publicly announce any intention to)not, during the period beginning on the date hereof and ending 180 days after the date of the Prospectus, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into, into or exercisable or exchangeable for shares of Common Stock, Stock or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of shares of the Common Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of shares of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Shares to be sold hereunder or hereunder, (B) the conversion of outstanding preferred stock into shares of Common Stock as part of the closing of this offering, or (C) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof of which the Underwriters have been advised that is described in writing prior to the date hereof provided that the Company has determined in good faith, and, to the Company's knowledge, after due inquiry, that the person to whom such shares are issued, will not offer, sell, contract to sell or otherwise dispose of such shares in contravention of any lock-up agreement between such person and the Underwriters.the

Agreements to Sell and Purchase. The Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company the respective numbers number of Firm Shares set forth in Schedule I hereto opposite its name at $________ a share (the "Purchase PricePURCHASE PRICE"). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have a one-time right to purchase, severally and not jointly, up to _______________ Additional Shares at the Purchase Price. If you, on behalf of the Underwriters, elect to exercise such option, you shall so notify the Company in writing not later than 30 days after the date of this Agreement, which notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Such date may be the same as the Closing Date (as defined below) but not earlier than the Closing Date nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 4 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. If any Additional Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Shares to be purchased as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. The Company hereby agrees that, without the prior written consent of Xxxxxx Xxxxxxx & Co. Incorporated on behalf of the Underwriters, it will not (and will not publicly announce any intention to)not, during the period beginning on the date hereof and ending 180 90 days after the date of the Prospectus, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into, into or exercisable or exchangeable for shares of Common Stock, Stock or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of shares of the Common Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of shares of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Shares to be sold hereunder or hereunder; (B) the conversion of outstanding preferred stock into shares of Common Stock as part of the closing of this offering, or (C) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof of which the Underwriters have been advised in writing prior to writing; or (C) the date hereof provided that the Company has determined in good faith, and, to issuance of additional options under the Company's knowledgeexisting stock option plans, after due inquiryprovided that such stock options are not exercisable during such 90 day period. The Underwriters acknowledge that discussions by the Company during such 90 day period regarding the issuance of shares of the Company's Common Stock following such 90 day period to a marketing, that the person to whom such shares are issued, development or manufacturing collaborator will not offer, sell, contract to sell or otherwise dispose violate the terms of such shares in contravention of any lock-up agreement between such person and the Underwritersthis paragraph.

Agreements to Sell and Purchase. The Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company the respective numbers of Firm Shares set forth in Schedule I hereto opposite its the Underwriter's name at $______ a share (the "Purchase PricePURCHASE PRICE"). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have a one-time right to purchase, severally and not jointly, up to _______________ Additional Shares at the Purchase Price. If you, on behalf of the Underwriters, elect to exercise such option, you shall so notify the Company in writing not later than 30 days after the date of this Agreement, which notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Such date may be the same as the Closing Date (as defined below) but not earlier than the Closing Date nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 4 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. If any Additional Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Shares to be purchased as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. The Company hereby agrees that, without the prior written consent of Xxxxxx Xxxxxxx on behalf of the Underwriters, it will not (and will not publicly announce any intention to)not, during the period beginning on the date hereof and ending 180 days after the date of the Prospectus, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into, into or exercisable or exchangeable for shares of Common Stock, Stock or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of shares of the Common Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of shares of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Shares to be sold hereunder or hereunder, (B) the conversion of outstanding preferred stock into shares of Common Stock as part of the closing of this offering, or (C) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof of which the Underwriters have been advised in writing prior to the date hereof provided that the Company has determined in good faith, and, to the Company's knowledge, after due inquiry, that the person to whom such shares are issued, will not offer, sell, contract to sell or otherwise dispose of such shares in contravention of any lock-up agreement between such person and the Underwriterswriting.

Agreements to Sell and Purchase. The Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the terms and conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company the respective numbers of Firm Shares set forth in Schedule I II hereto opposite its name at $______ 99.552 a share (the "“Purchase Price"”). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees and the Selling Shareholder, severally and not jointly, agree to sell to the Underwriters the Additional Shares, and the Underwriters shall have a one-time the right to purchase, severally and not jointly, up to _______________ 1,470,600 Additional Shares at the Purchase Price, of which no more than 300,000 shares are to be issued and sold by the Company and no more than 1,170,600 shares are to be sold by the Selling Shareholder, provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company and payable on the Firm Shares but not payable on such Additional Shares. If you, The Representatives may exercise this right on behalf of the Underwriters, elect Underwriters in whole or from time to exercise such option, you shall so notify the Company time in writing part by giving written notice not later than 30 days after the date of this Agreement, which . Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Such Each purchase date must be at least one business day after the written notice is given and may not be the same as the Closing Date (as defined below) but not earlier than the Closing Date nor closing date for the Firm Shares or later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 4 5 hereof solely for the purpose of covering over-allotments made sales of shares in connection with excess of the offering number of the Firm Shares. If any On each day, if any, that Additional Shares are to be purchasedpurchased (an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule I II hereto opposite the name of such Underwriter bears to the total number of Firm Shares. The Company hereby agrees that, without the prior written consent of Xxxxxx Xxxxxxx on behalf of the Underwriters, it will not (and will not publicly announce any intention to), during the period beginning on the date hereof and ending 180 days after the date of the Prospectus, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into, or exercisable or exchangeable for shares of Common Stock, or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of shares of Common Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of shares of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Shares to be sold hereunder or (B) the conversion of outstanding preferred stock into shares of Common Stock as part of the closing of this offering, or (C) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof of which the Underwriters have been advised in writing prior to the date hereof provided that the Company has determined in good faith, and, to the Company's knowledge, after due inquiry, that the person to whom such shares are issued, will not offer, sell, contract to sell or otherwise dispose of such shares in contravention of any lock-up agreement between such person and the Underwriters.

Agreements to Sell and Purchase. The Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company the respective numbers of Firm Shares set forth in Schedule I hereto opposite its name at $______ a share (the "Purchase PricePURCHASE PRICE"). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have a one-time right to purchase, severally and not jointly, up to _______________ 1,350,000 Additional Shares at the Purchase Price. If you, on behalf of the Underwriters, elect to exercise such option, you shall so notify the Company in writing not later than 30 days after the date of this Agreement, which notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Such date may be the same as the Closing Date (as defined below) but not earlier than the Closing Date nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 4 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. If any Additional Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Shares to be purchased as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. The Company hereby agrees that, without the prior written consent of Xxxxxx Xxxxxxx on behalf of the Underwriters, it will not (and will not publicly announce any intention to)not, during the period beginning on the date hereof and ending 180 days after the date of the Prospectus, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into, into or exercisable or exchangeable for shares of Common Stock, Stock or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of shares of the Common Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of shares of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (Aa) the Shares to be sold hereunder or hereunder, (B) the conversion of outstanding preferred stock into shares of Common Stock as part of the closing of this offering, or (Cb) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof as described in the Prospectus, (c) the grant of which the Underwriters have been advised in writing prior options to purchase Common Stock pursuant to the date hereof provided that Plan and 2000 Non-Employee Director's Stock Option Plan, (d) the issuance by the Company has determined in good faith, and, of shares of Common Stock pursuant to the Company's knowledge2000 Employee Stock Purchase Plan or (e) the issuance by the Company of the Placement Shares, after due inquiry, that in each case as and to the person to whom such shares are issued, will not offer, sell, contract to sell or otherwise dispose of such shares extent described in contravention of any lock-up agreement between such person and the UnderwritersProspectus.

Agreements to Sell and Purchase. The Company Each Seller, severally and not jointly, hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company such Seller the respective numbers of Firm Shares set forth in Schedule I II hereto opposite its name at $____.__ a share (the "Purchase PricePURCHASE PRICE"). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees Sellers severally and not jointly agree to sell to the Underwriters the Additional Shares, and the Underwriters shall have a one-time right to purchase, severally and not jointly, up to _______________ 558,000 Additional Shares at the Purchase Price. If you, on behalf of the Underwriters, elect to exercise such option, you shall so notify the Company and the attorney-in-fact for the Selling Stockholder in writing not later than 30 days after the date of this Agreement, which notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Such date may be the same as the Closing Date (as defined below) but not earlier than the Closing Date nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 4 5 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. If any Additional Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Shares to be purchased as the number of Firm Shares set forth in Schedule I II hereto opposite the name of such Underwriter bears to the total number of Firm Shares. The Company Each Seller hereby agrees that, without the prior written consent of Xxxxxx Xxxxxxx & Co. Incorporated on behalf of the Underwriters, it will not (and will not publicly announce any intention to)not, during the period beginning on the date hereof and ending 180 days after the date of the Prospectus, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into, into or exercisable or exchangeable for shares of Common Stock, Stock or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of shares of the Common Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of shares of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Shares to be sold hereunder or hereunder; (B) the conversion of outstanding preferred stock into shares of Common Stock as part of the closing of this offering, or (C) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof as described in the Registration Statement or of which the Underwriters have been advised in writing prior writing; (C) the grant of options to purchase Common Stock pursuant to the date hereof provided that 1999 Equity Incentive Plan or 1999 Non-Employee Directors Stock Option Plan and the issuance of shares upon the exercise of such options; and (D) the issuance by the Company has determined in good faith, and, of shares of Common Stock pursuant to the Company's knowledge, after due inquiry, that the person to whom such shares are issued, will not offer, sell, contract to sell or otherwise dispose of such shares in contravention of any lock-up agreement between such person and the Underwriters1999 Employee Stock Purchase Plan.

Agreements to Sell and Purchase. The Company and the Selling Stockholder, severally and not jointly, hereby agrees to sell to the several Underwriters, severally and not jointly, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company and the respective numbers Selling Stockholder, at a price of $15.9375 per share (the “Purchase Price”) such number of Shares equal to the number of Firm Shares set forth in Schedule II opposite the name of the Company or the Selling Stockholder, as the case may be, multiplied by the quotient of the number of Firm Shares set forth in Schedule I hereto opposite its the name at $______ a share (of such Underwriter divided by the "Purchase Price")total number of the Firm Shares, plus any additional number of Firm Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 12 hereof, bears to the total number of Firm Shares, subject, in each case, to such adjustments among the Underwriters as the Managers shall make to eliminate any sales or purchase of fractional securities. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees and the Selling Stockholder agree to sell to the Underwriters the Additional Shares, and the Underwriters shall have a one-time the right to purchase, severally and not jointly, up to _______________ 794,117 Additional Shares at the Purchase Price, 50% of which shall be sold by the Company and 50% of which shall be sold by the Selling Stockholder. If you, The Managers may exercise this right on behalf of the Underwriters, elect Underwriters in whole or from time to exercise such option, you shall so notify the Company time in writing part by giving written notice not later than 30 days after the date of this Agreement, which provided that if such date falls on a day that is not a business day, this right will expire on the next succeeding business day. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Such Each purchase date must be at least two business days after the written notice is given and may not be the same as the Closing Date (as defined below) but not earlier than the Closing Date closing date for the Firm Shares nor later than ten business days after the date of such notice; provided, however, that solely with respect to an Additional Share exercise notice that is delivered prior to the Initial Closing Date (as defined below), the related purchase date must be at least one business day after the written notice is given. Additional Shares may be purchased as provided in Section 4 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. If any On each day, if any, that Additional Shares are to be purchasedpurchased (an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) from each Seller that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. The Company hereby agrees that, without the prior written consent of Xxxxxx Xxxxxxx on behalf of the Underwriters, it will not (and will not publicly announce any intention to), during the period beginning on the date hereof and ending 180 days after the date of the Prospectus, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into, or exercisable or exchangeable for shares of Common Stock, or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of shares of Common Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of shares of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Shares to be sold hereunder or (B) the conversion of outstanding preferred stock into shares of Common Stock as part of the closing of this offering, or (C) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof of which the Underwriters have been advised in writing prior to the date hereof provided that the Company has determined in good faith, and, to the Company's knowledge, after due inquiry, that the person to whom such shares are issued, will not offer, sell, contract to sell or otherwise dispose of such shares in contravention of any lock-up agreement between such person and the Underwriters.

Agreements to Sell and Purchase. The Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company the respective numbers number of Firm Shares set forth in Schedule I hereto opposite its name at $______ a share (the "Purchase Price"). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have a one-time right to purchase, severally and not jointly, up to [_______________ ] Additional Shares at the Purchase Price. If you, on behalf of the Underwriters, elect to exercise such option, you shall so notify the Company in writing not later than 30 days after the date of this Agreement, which notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Such date may be the same as the Closing Date (as defined below) but not earlier than the Closing Date nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 4 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. If any Additional Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Shares to be purchased as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. The Company hereby agrees that, without the prior written consent of Xxxxxx Xxxxxxx on behalf of the Underwriters, it will not (and will not publicly announce any intention to)not, during the period beginning on the date hereof and ending 180 days after the date of the Prospectus, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into, into or exercisable or exchangeable for shares of Common Stock, Stock or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of shares of the Common Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of shares of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Shares to be sold hereunder or (B) the conversion grant of outstanding preferred stock into shares of Common Stock as part of options pursuant to the closing of this offering, 1998 Incentive Plan or the 1998 Directors Plan (C) the sale of stock pursuant to the 1998 Purchase Plan (D) the grant of any option or warrant pursuant to an equipment lease or accounts receivable finance transaction (E) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof of which the Underwriters have been advised in writing prior or (F) the sale by the Company of securities for an aggregate consideration not to the date hereof exceed $__________, in connection with an investment by one or more strategic partners, provided that the Company has determined in good faith, and, to the Company's knowledge, after due inquiry, that the person to whom such shares are issued, will not offer, sell, contract to sell or otherwise dispose holders of such shares in contravention of any securities are subject to a lock-up agreement between such person and for six (6) months following the Underwriterssale with substantially the same terms as set forth in the Lock-Up Agreements (as defined in Section 5(h) herein).

Agreements to Sell and Purchase. The Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company the respective numbers of Firm Shares set forth in Schedule I hereto opposite its name at $______ [ ] a share (the "Purchase PricePURCHASE PRICE"). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have a one-time right to purchase, severally and not jointly, up to _______________ 375,000 Additional Shares at the Purchase Price. If you, on behalf of the Underwriters, elect to exercise such option, you shall so notify the Company in writing not later than 30 days after the date of this Agreement, which notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Such date may be the same as the Closing Date (as defined below) but not earlier than the Closing Date nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 4 hereof solely for the purpose of covering over-over- allotments made in connection with the offering of the Firm Shares. If any Additional Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Shares to be purchased as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. The Company hereby agrees that, without the prior written consent of Xxxxxx Xxxxxxx & Co. Incorporated on behalf of the Underwriters, it will not (and will not publicly announce any intention to)not, during the period beginning on the date hereof and ending 180 90 days after the date of the Prospectus, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into, into or exercisable or exchangeable for shares of Common Stock, Stock or (ii) enter into any swap swap, hedging or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of shares of the Common Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of shares of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Shares to be sold hereunder or (B) the conversion of outstanding preferred stock into shares of Common Stock as part of the closing of this offering, or (C) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof as disclosed in the Prospectus or (C) the grant of which options that are not exercisable during the Underwriters have been advised in writing prior to period ending 90 days after the date hereof provided that of the Company has determined in good faithProspectus pursuant to option plans existing on the date hereof, and, to as any such plan may be amended after the Company's knowledge, after due inquiry, that the person to whom such shares are issued, will not offer, sell, contract to sell or otherwise dispose of such shares in contravention of any lock-up agreement between such person and the Underwritersdate hereof.

Agreements to Sell and Purchase. The Company Each Selling Shareholder, upon the basis of the representations and warranties herein contained, but subject to the terms and conditions hereinafter stated, hereby agrees agrees, severally and not jointly, to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the terms and conditions hereinafter stated, agrees, severally and not jointly, to purchase from such Selling Shareholder at $13.89 a share (the Company “Purchase Price”) the respective numbers number of Firm Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the number of Shares to be sold by such Selling Shareholder as the number of Shares set forth in Schedule I II hereto opposite its the name at $______ a share (of such Underwriter bears to the "Purchase Price")total number of Shares. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, each Selling Shareholder, hereby agrees, severally and not jointly, as and to the Company agrees extent indicated in Schedule I hereto, to sell to the Underwriters the Additional Shares, and the Underwriters shall have a one-time the right to purchase, severally and not jointly, up to _______________ an aggregate of 1,650,000 Additional Shares at the Purchase Price, provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company and payable on the Firm Shares but not payable on such Additional Shares. If you, The Representatives may exercise this right on behalf of the Underwriters, elect Underwriters in whole or from time to exercise such option, you shall so notify the Company time in writing part by giving written notice not later than 30 days after the date of this Agreement, which . Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Such Each purchase date must be at least one business day after the written notice is given and may not be the same as the Closing Date (as defined below) but not earlier than the Closing Date nor closing date for the Firm Shares or later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 4 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. If any On each day, if any, that Additional Shares are to be purchasedpurchased (an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you the Representatives may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule I II hereto opposite the name of such Underwriter bears to the total number of Firm Shares. The Company hereby agrees that, without the prior written consent of Xxxxxx Xxxxxxx on behalf of the Underwriters, it will not (and will not publicly announce any intention to), during the period beginning on the date hereof and ending 180 days after the date of the Prospectus, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into, or exercisable or exchangeable for shares of Common Stock, or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of shares of Common Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of shares of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Shares to be sold hereunder or (B) the conversion of outstanding preferred stock into shares of Common Stock as part of the closing of this offering, or (C) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof of which the Underwriters have been advised in writing prior to the date hereof provided that the Company has determined in good faith, and, to the Company's knowledge, after due inquiry, that the person to whom such shares are issued, will not offer, sell, contract to sell or otherwise dispose of such shares in contravention of any lock-up agreement between such person and the Underwriters.

Agreements to Sell and Purchase. The Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon Upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, Sprint hereby agrees to sell to the several Underwriters, and each Underwriter, agrees, severally and not jointly, to purchase from the Company the respective numbers of Firm Shares set forth in Schedule I hereto opposite its name Sprint at $______ a share $ per Corporate Unit (the "Purchase Price")) the number of Firm Corporate Units set forth in Schedule II hereto opposite the name of such Underwriter. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company Sprint agrees to sell to the Underwriters the Additional SharesCorporate Units, and the Underwriters shall have a one-time right to purchase, severally and not jointly, up to _______________ 9,000,000,000 Additional Shares Corporate Units at the Purchase Price. If you, on behalf of the Underwriters, elect to exercise such option, you shall so notify the Company Sprint in writing at least three business days in advance of the Option Closing Date and not later than 30 days after the date of this Agreement, which notice shall be irrevocable and shall specify the number of Additional Shares Corporate Units to be purchased by the Underwriters and the date on which such shares Additional Corporate Units are to be purchased. Such date may be the same as the Closing Date (as defined below) but not earlier than the Closing Date nor later than ten business days after the date of such notice. Additional Shares Corporate Units may be purchased as provided in Section 4 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm SharesCorporate Units. If any Additional Shares Corporate Units are to be purchased, each Underwriter agrees, severally and not jointly, to purchase from Sprint, the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) Corporate Units that bears the same proportion to the total number of Additional Shares Corporate Units to be purchased as the number of Firm Shares Corporate Units set forth in Schedule I II hereto opposite the name of such Underwriter bears to the total number of Firm SharesCorporate Units. The Company hereby agrees that, without the prior written consent of any two of X.X. Xxxxxx Securities Inc., Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated and UBS Warburg LLC on behalf of the Underwriters, it will not (and will not publicly announce any intention to)not, during the period beginning on the date hereof and ending 180 90 days after the date of the Prospectus, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of any series of PCS Common Stock or any securities convertible into, into or exercisable or exchangeable for shares of any series of PCS Common Stock, Stock or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of shares of PCS Common Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of shares of PCS Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the issuance and sale of PCS Common Stock in the offering being conducted concurrently with this offering, (B) any transaction pursuant to any employee or director benefit plan in effect on the date of the Prospectus or the registration of any such transaction, (C) issuances of PCS Common Stock upon conversion of outstanding shares of Preferred Stock -- Seventh Series, Convertible, or upon exercise of outstanding warrants to purchase PCS Common Stock, (D) issuances of PCS Common Stock pursuant to Sprint's rights plan in effect on the date of the Prospectus, (E) issuances of PCS Common Stock or securities convertible into or exchangeable for PCS Common Stock in connection with acquisitions, or mergers or in connection with strategic or other significant investments; provided that in each case set forth in this clause (E) the recipient of such PCS Common Stock or securities convertible into or exchangeable for PCS Common Stock agrees to be bound for any remaining portion of such 90 day period on the above terms (except that recipients of PCS Common Stock or securities convertible into or exchangeable for PCS Common Stock in connection with the acquisition by Sprint of a company whose shares are publicly traded need not so agree), (F) registrations of PCS Common Stock for, or issuances of PCS Common Stock to, Comcast Corporation, Xxx Communications, Inc. and Liberty PCS Trust or any affiliate upon any exercise of their equity purchase rights or registration rights, (G) issuances, or registrations, of shares of PCS Common Stock which are issuable to France Telecom ("FT"), Deutsche Telekom AG or any affiliate ("DT") or third parties in respect of the shares of Sprint's Class A Common Stock and PCS Common Stock, Series 3 held by FT and DT as of the date of this Agreement, (H) issuances of Equity Units, Corporate Units, Purchase Contracts or Purchase Contract Shares to be sold hereunder or (BI) issuances of treasury units (as defined in the conversion Prospectus) or Corporate Units to be created or recreated upon substitution of outstanding preferred stock into shares of Common Stock as part of the closing of this offering, or (C) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof of which the Underwriters have been advised in writing prior to the date hereof provided that the Company has determined in good faith, and, to the Company's knowledge, after due inquiry, that the person to whom such shares are issued, will not offer, sell, contract to sell or otherwise dispose of such shares in contravention of any lock-up agreement between such person and the Underwriterspledged securities.

Agreements to Sell and Purchase. The Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company the respective numbers of Firm Shares set forth in Schedule I hereto opposite its name at $______ [ ] a share (the "Purchase PricePURCHASE PRICE"). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have a one-time right to purchase, severally and not jointly, up to _______________ [ ] Additional Shares at the Purchase Price. If you, on behalf of the Underwriters, elect to exercise such option, you shall so notify the Company in writing not later than 30 days after the date of this Agreement, which notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Such date may be the same as the Closing Date (as defined below) but not earlier than the Closing Date nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 4 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. If any Additional Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Shares to be purchased as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. The Company hereby agrees that, without the prior written consent of Xxxxxx Xxxxxxx & Co. Incorporated on behalf of the Underwriters, it will not (and will not publicly announce any intention to)not, during the period beginning on the date hereof and ending 180 days after the date of the Prospectus, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into, into or exercisable or exchangeable for shares of Common Stock, Stock or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of shares of the Common Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of shares of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Shares to be sold hereunder or hereunder, (B) the conversion of outstanding preferred stock into shares of Common Stock as part of the closing of this offering, or (C) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof and as described in the Prospectus or (C) the issuance by the Company of which any shares of Common Stock or options to employees of the Underwriters have been advised in writing prior to Company after the date hereof provided that the Company has determined in good faith, and, pursuant to the Company's knowledge, after due inquiry, that equity incentive plans as described in the person to whom such Prospectus and the issuance by the Company of shares are issued, will not offer, sell, contract to sell or otherwise dispose of such shares in contravention Common Stock upon the exercise of any lock-up agreement between such person and the Underwritersoptions.

Agreements to Sell and Purchase. The Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company the respective numbers of Firm Shares set forth in Schedule I hereto opposite its name at $______ [.] a share (the "Purchase Price"). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have a one-time right to purchase, severally and not jointly, up to _______________ [.] Additional Shares at the Purchase Price. If you, on behalf of the Underwriters, elect to exercise such option, you shall so notify the Company in writing not later than 30 days after the date of this Agreement, which notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Such date may be the same as the Closing Date (as defined below) but not earlier than the Closing Date nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 4 hereof solely for the purpose of covering over-over- allotments made in connection with the offering of the Firm Shares. If any Additional Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Shares to be purchased as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. The Company hereby agrees that, without the prior written consent of Xxxxxx Xxxxxxx & Co. Incorporated on behalf of the Underwriters, it will not (and will not publicly announce any intention to)not, during the period beginning on the date hereof and ending 180 days after the date of the Prospectus, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into, into or exercisable or exchangeable for shares of Common Stock, Stock or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of shares of the Common Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of shares of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Shares to be sold hereunder or hereunder; (B) the conversion of outstanding preferred stock into shares of Common Stock as part of the closing of this offering, or (C) the issuance by the Company of shares of Common Stock as described in the Prospectus or upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof of which the Underwriters have been advised in writing prior writing; (C) the issuance of purchase rights, shares of Common Stock or the grant of options to purchase Common Stock pursuant to the date hereof provided that 2000 Stock Plan, the Company has determined in good faith, and, 2000 Director Option Plan or the 2000 Employee Stock Purchase Plan; and (D) the issuance of the Series G Preferred Stock to the Company's knowledge, after due inquiry, that the person to whom such shares are issued, will not offer, sell, contract to sell or otherwise dispose of such shares in contravention of any lock-up agreement between such person The Xxxx Disney Corporation and the UnderwritersSeries H Preferred Stock to At Home Corporation, each as described in the Prospectus.

Agreements to Sell and Purchase. The Company Partnership hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company Partnership the respective numbers number of Firm Shares Units set forth in Schedule I hereto opposite its name name, at $______ 20.905 a share Unit (the "Purchase Price"). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company Partnership agrees to sell to the Underwriters the Additional SharesUnits, and the Underwriters shall have a one-time right to purchase, severally and not jointly, up to _______________ 262,500 Additional Shares Units at the Purchase Price. If you, on behalf of the Underwriters, elect to exercise such option, you shall so notify the Company Partnership in writing not later than 30 days after the date of this Agreement, which notice shall specify the number of Additional Shares Units to be purchased by the Underwriters and the date on which such shares Units are to be purchased. Such date may be the same as the Closing Date (as defined below) but not earlier than the Closing Date nor later than ten business days after the date of such notice. Additional Shares Units may be purchased as provided in Section 4 2 hereof solely for the purpose of covering over-allotments overallotments made in connection with the offering of the Firm SharesUnits. If any Additional Shares Units are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares Units (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Shares Units to be purchased as the number of Firm Shares Units set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm SharesUnits. The Company Each of the Partnership, the Managing General Partner and the Special General Partner hereby agrees that, without the prior written consent of Xxxxxx Xxxxxxx & Co. Incorporated on behalf of the Underwriters, it will not (and will not publicly announce any intention to)not, during the period beginning on the date hereof and ending 180 120 days after the date of the Prospectus, (i) offer, issue, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, purchase or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock Units, Subordinated Units or any securities convertible into, into or exercisable or exchangeable for shares of Common Stock, Units or Subordinated Units or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of shares of the Common StockUnits or such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of shares of Common Stock Units or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Shares Units to be sold hereunder or hereunder, (B) the conversion of outstanding preferred stock into shares issuances of Common Stock as part of Units pursuant to employee benefit plans described in the closing of this offering, Prospectus or (C) the issuance by the Company of shares of Common Stock upon Units in connection with Acquisitions or Capital Improvements (each as defined in the exercise of an option or warrant or the conversion of a security outstanding on the date hereof of which the Underwriters have been advised in writing prior to the date hereof Partnership Agreement); provided that the Company has determined Subordinated Units may be transferred without such consent to an affiliate of the Managing General Partner who agrees to be bound by the transfer restrictions contained in good faith, and, to the Company's knowledge, after due inquiry, that the person to whom such shares are issued, will not offer, sell, contract to sell or otherwise dispose of such shares in contravention of any lock-up agreement between such person and the Underwritersthis paragraph.

Agreements to Sell and Purchase. The Company hereby agrees agrees, subject to all the terms and conditions set forth herein, to issue and sell to the several Underwriters, and each UnderwriterUnderwriter and, upon the basis of the representations representations, warranties and warranties dagreements of the Company herein contained, but contained and subject to all the terms and conditions hereinafter statedset forth herein, each Underwriter agrees, severally and not jointly, to purchase from the Company Company, at a purchase price of $ per share (the respective numbers "purchase price per share"), the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto opposite its name at $______ a share (the "Purchase Price"or such number of Firm Shares increased as set forth in Section 10 hereof). On The Company also agrees, subject to all the terms and conditions set forth herein, to issue and sell to the Underwriters, and, upon the basis of the representations representations, warranties and warranties agreements of the Company herein contained in this Agreement, and subject to its all the terms and conditionsconditions set forth herein, the Company agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have a one-time the right to purchasepurchase from the Company, severally and not jointly, up to _______________ Additional Shares at the Purchase Price. If youpurchase price per share, pursuant to an option (the "over-allotment option") which may be exercised at any time and from time to time prior to 9:00 p.m., New York City time, on behalf of the Underwriters, elect to exercise such option, you shall so notify the Company in writing not later than 30 days 30th day after the date of this Agreementthe Prospectus (or, which notice if such 30th day shall specify be a Saturday or Sunday or a holiday, on the number next business day thereafter when the New York Stock Exchange is open for trading), up to an aggregate of 300,000 Additional Shares to be purchased by from the Underwriters and the date on which such shares are to be purchased. Such date may be the same as the Closing Date (as defined below) but not earlier than the Closing Date nor later than ten business days after the date of such noticeCompany. Additional Shares may be purchased as provided in Section 4 hereof solely for the purpose of covering to cover over-allotments made in connection with the offering of the Firm Shares. If Upon any Additional Shares are to be purchasedexercise of the over-allotment option, each Underwriter agreesUnderwriter, severally and not jointly, agrees to purchase from the Company the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determinedetermine in order to avoid fractional shares) that which bears the same proportion to the total number of Additional Shares to be purchased as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. The Company hereby agrees that, without the prior written consent of Xxxxxx Xxxxxxx on behalf of the Underwriters, it will not (and will not publicly announce any intention to), during the period beginning on the date hereof and ending 180 days after the date of the Prospectus, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into, or exercisable or exchangeable for shares of Common Stock, or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of shares of Common Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of shares of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Shares to be sold hereunder or (B) the conversion of outstanding preferred stock into shares of Common Stock as part of the closing of this offering, or (C) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof of which the Underwriters have been advised in writing prior to the date hereof provided that the Company has determined in good faith, and, to the Company's knowledge, after due inquiry, that the person to whom such shares are issued, will not offer, sell, contract to sell or otherwise dispose of such shares in contravention of any lock-up agreement between such person and the Underwriters.proportion

Agreements to Sell and Purchase. The Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company the respective numbers of Firm Shares set forth in Schedule I hereto opposite its the Underwriter's name at $______ a share (the "Purchase Price"). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have a one-time right to purchase, severally and not jointly, up to _______________ Additional Shares at the Purchase Price. If you, on behalf of the Underwriters, elect to exercise such option, you shall so notify the Company in writing not later than 30 days after the date of this Agreement, which notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Such date may be the same as the Closing Date (as defined below) but not earlier than the Closing Date nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 4 hereof solely for the purpose of covering over-over- allotments made in connection with the offering of the Firm Shares. If any Additional Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Shares to be purchased as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. The Company hereby agrees that, without the prior written consent of Xxxxxx Xxxxxxx on behalf of the Underwriters, it will not (and will not publicly announce any intention to)not, during the period beginning on the date hereof and ending 180 days after the date of the Prospectus, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into, into or exercisable or exchangeable for shares of Common Stock, Stock or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of shares of the Common Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of shares of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Shares to be sold hereunder or hereunder, (B) the conversion of outstanding preferred stock into shares of Common Stock as part of the closing of this offering, or (C) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof of which the Underwriters have been advised in writing prior writing, (C) any securities, including, without limitation, shares of Common Stock and options issued, granted or exercised pursuant to the date hereof provided that the Company has determined in good faith, and, to any of the Company's knowledgeemployee benefit plans described in the Prospectus (including, after due inquirywithout limitation, that the person to whom such Company's 1998 Incentive Compensation Plan, 1999 Incentive Compensation Plan and 1999 Employee Stock Purchase Plan) or (D) the issuance by the Company of shares are issuedof Common Stock in connection with a merger or acquisition by the Company, will not offer, sell, contract to sell or otherwise dispose if (i) the holder(s) of such shares in contravention of any lock-Common Stock execute(s) a lock- up agreement between such person substantially in the form attached hereto as Exhibit A, (ii) the aggregate number of shares of Common Stock issued under this clause (D) for a particular merger or acquisition does not exceed 1,000,000 shares of Common Stock and (iii) the Underwritersaggregate number of all shares of Common Stock issued under this clause (D) does not exceed 4,000,000 shares of Common Stock.

Agreements to Sell and Purchase. The Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company the respective numbers of Firm Shares set forth in Schedule I hereto opposite its name at $______ a share (the "Purchase Price"). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have a one-time right to purchase, severally and not jointly, up to _______________ 262,500 Additional Shares at the Purchase Price. If you, on behalf of the Underwriters, elect to exercise such option, you shall so notify the Company in writing not later than 30 days after the date of this Agreement, which notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Such date may be the same as the Closing Date (as defined below) but not earlier than the Closing Date nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 4 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. If any Additional Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Shares to be purchased as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. The Company hereby agrees that, without the prior written consent of Xxxxxx Xxxxxxx & Co. Incorporated on behalf of the Underwriters, it will not (and will not publicly announce any intention to)not, during the period beginning on the date hereof and ending 180 90 days after the date of the Prospectus, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into, into or exercisable or exchangeable for shares of Common Stock, Stock or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of shares of the Common Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of shares of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Shares to be sold hereunder or (B) the conversion of outstanding preferred stock into shares of Common Stock as part of the closing of this offering, or (C) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof of which the Underwriters have been advised in writing prior to the date hereof provided that the Company has determined in good faith, and, to the Company's knowledge, after due inquiry, that the person to whom such shares are issued, will not offer, sell, contract to sell or otherwise dispose of such shares in contravention of any lock-up agreement between such person and the Underwriterswriting.

Agreements to Sell and Purchase. The Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company the respective numbers of Firm Shares set forth in Schedule I hereto opposite its name at $______ a share (the "Purchase Price"). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have a one-time right to purchase, severally and not jointly, up to _______________ Additional Shares at the Purchase Price. If you, on behalf of the Underwriters, elect to exercise such option, you shall so notify the Company in writing not later than 30 days after the date of this Agreement, which notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Such date may be the same as the Closing Date (as defined below) but not earlier than the Closing Date nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 4 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. If any Additional Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Shares to be purchased as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. The Company hereby agrees that, without the prior written consent of Xxxxxx Xxxxxxx & Co. Incorporated on behalf of the Underwriters, it will not (and will not publicly announce any intention to)not, during the period beginning on the date hereof and ending 180 days after the date of the Prospectus, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, or file or cause to be filed a registration statement in respect of, any shares of Common Stock or any securities convertible into, into or exercisable or exchangeable for shares of Common Stock, Stock or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of shares of the Common Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of shares of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Shares to be sold hereunder or hereunder, (B) the conversion of outstanding preferred stock into shares of Common Stock as part of the closing of this offering, or (C) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof of which the Underwriters have been advised in writing writing, (C) the issuance of shares of Common Stock to be used as consideration in connection with future acquisitions, or (D) the grant of options to purchase shares of Common Stock under the Company's 1997 Long- Term Incentive Plan or 1997 Non-Employee Directors' Stock Plan provided such options do not vest prior to the date hereof expiration of the 180-day period referenced herein, and provided that the Company has determined in good faith, and, to the Company's knowledge, after due inquiryfurther, that in the person to whom case of subclauses (B) and (C) of this paragraph, the recipient of any such shares are issued, will not offer, sell, contract agrees to sell or otherwise dispose of such shares in contravention of any execute a lock-up agreement between such person and in the Underwritersform of Exhibit B hereof.

Agreements to Sell and Purchase. The Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company the respective numbers of Firm Shares set forth in Schedule Schedules I and II hereto opposite its name names at U.S. $______ 38.98 a share (the "Purchase PricePURCHASE PRICE"). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have a one-time right to purchase, severally and not jointly, up to _______________ 1,485,000 Additional Shares at the Purchase Price. If youthe Representatives, on behalf of the Underwriters, elect to exercise such option, you the Representatives shall so notify the Company in writing not later than 30 days after the date of this Agreement, which notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Such date may be the same as the Closing Date (as defined below) but not earlier than the Closing Date nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 4 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. If any Additional Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you the Representatives may determine) that bears the same proportion to the total number of Additional Shares to be purchased as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. The Company hereby agrees that, without the prior written consent of Xxxxxx Xxxxxxx & Co. Incorporated on behalf of the Underwriters, it will not (and will not publicly announce any intention to)not, during the period beginning on the date hereof and ending 180 90 days after the date of the Prospectus, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into, into or exercisable or exchangeable for shares of Common Stock, Stock or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of shares of the Common Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of shares of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Shares to be sold hereunder or (B) the conversion of outstanding preferred stock into shares of Common Stock as part of the closing of this offering, or (C) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof of which the Underwriters have been advised in writing prior to or which is disclosed in the date hereof provided that the Company has determined in good faith, and, to the Company's knowledge, after due inquiry, that the person to whom such shares are issued, will not offer, sell, contract to sell or otherwise dispose of such shares in contravention of any lock-up agreement between such person and the UnderwritersProspectus.

Agreements to Sell and Purchase. The Company Each Seller, severally and not jointly, hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company the respective numbers of Firm Shares set forth in Schedule I hereto opposite its name such Seller at U.S. $_______ a share (the "Purchase Price")) the number of Firm Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Firm Shares to be sold by such Seller as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company each Seller, severally and not jointly, agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have a one-time right to purchase, severally and not jointly, up to _______________ 300,000 Additional Shares Shares, 50% from the Company and 50% from the Selling Stockholder, at the Purchase Price. Such date may be the same as the Closing date (as defined below) but not earlier than the Closing Date nor later than ten business days after the date written notice of an election to purchase Additional Shares is given. If youthe Representatives, on behalf of the Underwriters, elect to exercise such option, you the Representatives shall so notify the Company in writing not later than 30 45 days after the date of this Agreement, the Prospectus which notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares Additional Shares are to be purchased. Such date may be the same as the Closing Date (as defined below) but not earlier than the Closing Date nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 4 5 hereof solely for the purpose of covering over-over allotments made in connection with the offering of the Firm Shares. If any Additional Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares Shares, 50% from the Company and 50% from the Selling Stockholder, (subject to such adjustments to eliminate fractional shares as you the Representatives may determine) that bears the same proportion to the total number of Additional Shares to be purchased as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. The Company Additional Shares to be purchased by the Underwriters hereunder and the Firm Shares are hereinafter collectively referred to as the "Shares." Each Seller hereby agrees that, without the prior written consent of Xxxxxx Xxxxxxx on behalf of the UnderwritersEVEREN Securities, Inc., it will not (and will not publicly announce any intention to)not, directly or indirectly, during the period beginning on the date hereof and ending 180 120 days after the date of the Prospectus, (i) offer, sell (including, without limitation, any short sale), pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant option to purchase, lend, purchase or otherwise transfer or dispose ofof any Common Stock (including, directly or indirectlywithout limitation, any shares of Common Stock which may be deemed to be beneficially owned by the Seller in accordance with the rules and regulations of the Commission and shares of Common Stock which may be issued upon exercise of a stock option or warrant) or any options, warrants, or other securities convertible into, into or exercisable or exchangeable for shares of such Common Stock, in any case whether now owned or (ii) enter into any swap or other arrangement that transfers to anotherhereafter acquired, in whole or in part, any manner to transfer all or a portion of the economic consequences of associated with ownership of shares of the Common Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of shares of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Shares to be sold hereunder or hereunder, (B) the conversion of outstanding preferred stock into shares of Common Stock as part of the closing of this offering, or (C) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof which is disclosed or reflected in the Prospectus, (C) the grant by the Company of which options or other awards or the Underwriters have been advised in writing prior issuance by the Company of Common Stock pursuant to the date hereof Market Facts, Inc. 1996 Stock Plan and the stock purchase plans, (D) the transfer of the Common Stock by the Selling Stockholder by one or more bona fide gifts or 9 pledges, provided that the Company has determined donee(s) or pledgee(s) thereof agree in good faithwriting to be bound by this paragraph, and(E) the transfer of Common Stock by the Selling Stockholder to its affiliates, which affiliates agree in writing to be bound by this paragraph, or (F) the Company's knowledgetransfer of limited partnership interests of the Selling Stockholder. In addition, the Selling Stockholder, agrees that, without the prior written consent of the Representatives, it will not, during the period ending 120 days after due inquirythe date of the Prospectus, that make any demand for, or exercise any right with respect to, the person to whom such shares are issued, will not offer, sell, contract to sell or otherwise dispose of such shares in contravention registration of any lock-up agreement between such person and the Underwritersshares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock.

Agreements to Sell and Purchase. The Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company the respective numbers number of Firm Shares set forth in Schedule I hereto opposite its name at $______ a share (the "Purchase PricePURCHASE PRICE"). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have a one-time the right to purchase, severally and not jointly, up to _______________ Additional Shares at the Purchase Price. If you, You may exercise this right on behalf of the Underwriters, elect Underwriters in whole or from time to time in part by giving written notice of each election to exercise such option, you shall so notify the Company in writing option not later than 30 days after the date of this Agreement, which . Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Such Each purchase date must be at least two business days after the written notice is given and may not be the same as the Closing Date (as defined below) but not earlier than the Closing Date closing date for the Firm Shares nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in this Section 2 and Section 4 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. If any On each day, if any, that Additional Shares are to be purchasedpurchased (an "OPTION CLOSING DATE"), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. The Company hereby agrees that, without the prior written consent of Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated and Xxxxxx Xxxxxxx & Co. Incorporated on behalf of the Underwriters, it will not (and will not publicly announce any intention to)not, during the period beginning on the date hereof and ending 180 days after the date of the Prospectus, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into, into or exercisable or exchangeable for shares of Common Stock, Stock or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of shares of the Common Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of shares of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Shares to be sold hereunder or hereunder, (B) the conversion of outstanding preferred stock into shares of Common Stock as part of the closing of this offering, or (C) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof that is described in the Prospectus or of which the Underwriters have been advised in writing prior to writing, (C) the date hereof provided that the Company has determined in good faith, and, grant of any stock option or stock purchase right pursuant to the Company's knowledge2003 Stock Incentive Plan or 2003 Employee Stock Purchase Plan and the issuance by the Company of any shares of Common Stock upon the exercise of such stock option or stock purchase right, after due inquiryprovided that, that prior to the person grant of any such stock option or stock purchase right, the Company shall cause the recipients of such grants to whom execute and deliver to you "lock-up" agreements, each substantially in the form of Exhibit A hereto, (D) the issuance of any shares of Common Stock in connection with acquisition, licensing, collaboration or similar strategic arrangements, provided that, prior to the issuance of any such shares are issuedof Common Stock, will not offer, sell, contract to sell or otherwise dispose the Company shall cause the recipients of such shares to execute and deliver to you "lock-up" agreements, each substantially in contravention the form of Exhibit A hereto, or (E) the issuance by the Company of shares of Common Stock pursuant to Section 1.4(b) of the Series D Preferred Stock Purchase Agreement, dated as of December 17, 2002, by and between the Company, Pfizer Ireland Pharmaceuticals and Pfizer Inc. , provided that, prior to the issuance of any such shares of Common Stock, the Company shall cause the recipients of such shares to execute and deliver to you "lock-up agreement between such person and up" agreements, each substantially in the Underwritersform of Exhibit A hereto.

Agreements to Sell and Purchase. (a) The Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company the respective numbers of Firm Shares set forth in Schedule I hereto opposite its name at $______ 26.25 a share (the "Purchase PricePURCHASE PRICE"). . (b) On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have a one-time right to purchase, severally and not jointly, up to _______________ 1,048,000 Additional Shares at the Purchase Price. If you, on behalf of the Underwriters, elect to exercise such option, you shall so notify the Company in writing not later than 30 days after the date of this Agreement, which notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Such date may be the same as the Closing Date (as defined below) but not earlier than the Closing Date nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 4 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. If any Additional Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Shares to be purchased as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. . (c) The Company hereby agrees that, without the prior written consent of Xxxxxx Xxxxxxx Managers on behalf of the Underwriters, it will not (and will not publicly announce any intention to)not, during the period beginning on the date hereof and ending 180 60 days after the date of the Prospectus, : (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into, into or exercisable or exchangeable for shares of Common Stock, ; or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of shares of the Common Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of shares of Common Stock or such other securities, in cash or otherwiseotherwise or (iii) file any registration statement with the Commission relating to the offering of any shares of Common Stock or any securities convertible into or exerciseable for Common Stock. The foregoing sentence shall not apply to (A) the sale of the Shares to be sold hereunder hereunder, or (B) the conversion of outstanding preferred stock into shares of Common Stock as part of the closing of this offering, or (C) the issuance by the Company of shares of Common Stock upon the exercise of an option outstanding under the Company's existing stock option plan , the vesting of any restricted stock unit outstanding under the Company's existing stock incentive plan or the issuance of new options or restricted stock units thereunder or any warrant or the conversion of a security outstanding on the date hereof of which the Underwriters have been advised in writing prior to the date hereof provided that or (C) the Company has determined in good faith, and, concurrent sale of 3,341,000 common shares (plus up to an additional 334,000 common shares to the Company's knowledgeextent the over allotment option is exercised) to American International Group, after due inquiry, that the person to whom such shares are issued, will not offer, sell, contract to sell or otherwise dispose of such shares in contravention of any lock-up agreement between such person and the Underwriters.Inc.

Agreements to Sell and Purchase. The Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company the respective numbers of Firm Shares set forth in Schedule I hereto opposite its name at $______ $ a share (the "“Purchase Price"”). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have a one-time the right to purchase, severally and not jointly, up to _______________ Additional Shares at the Purchase Price. If you, You may exercise this right on behalf of the Underwriters, elect Underwriters in whole or from time to time in part by giving written notice of each election to exercise such option, you shall so notify the Company in writing option not later than 30 calendar days after the date of this Agreement, which . Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Such Each purchase date must be at least one business day after the written notice is given and may not be the same as the Closing Date (as defined below) but not earlier than the Closing Date closing date for the Firm Shares nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 4 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. If any On each day, if any, that Additional Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such date as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. The Company hereby agrees that, without the prior written consent of Xxxxxx Xxxxxxx & Co. Incorporated on behalf of the Underwriters, it will not (and will not publicly announce any intention to)not, during the period beginning commencing on the date hereof and ending 180 days after the date of the Prospectus, (ia) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into, into or exercisable or exchangeable for Common Stock; (b) file any registration statement with the Commission relating to the offering of any shares of Common Stock, Stock or any securities convertible into or exercisable or exchangeable for Common Stock or (iic) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of shares of the Common Stock, whether any such transaction described in clause (ia), (b) or (iic) above is to be settled by delivery of shares of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (Ai) the sale of any Shares to be sold hereunder or the Underwriters pursuant to this Agreement, (B) the conversion of outstanding preferred stock into shares of Common Stock as part of the closing of this offering, or (Cii) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof of which the Underwriters have been advised informed in writing and is described in the Prospectus, (iii) the grant of options or the issuance of shares of Common Stock by the Company to employees, officers, directors, advisors or consultants pursuant to an employee benefit plan described in the Prospectus, or (iv) the filing of any registration statement on Form S-8 in respect of any employee benefit plan described in the Prospectus. Notwithstanding the foregoing, if (x) during the last 17 days of the 180-day restricted period the Company issues a earnings release or material news or a material event relating to the Company occurs; or (y) prior to the date hereof provided that expiration of the 180-day period restricted period, the Company has determined in good faithannounces that it will release earnings results during the 16-day period beginning on the last day of the 180-day period, and, then the restrictions imposed by the immediately preceding paragraph shall continue to apply until the Company's knowledge, after due inquiry, that expiration of the person to whom such shares are issued, will not offer, sell, contract to sell 18-day period beginning on the issuance of the earnings release or otherwise dispose the occurrence of such shares in contravention of any lock-up agreement between such person and the Underwritersmaterial news or material event.

Agreements to Sell and Purchase. The Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company at $3.34775 a share (the respective numbers “Purchase Price”) the number of Firm Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the number of Firm Shares to be sold by the Company as the number of Firm Shares set forth in Schedule I hereto opposite its the name at $______ a share (of such Underwriter bears to the "Purchase Price")total number of Firm Shares. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have a one-time the right to purchase, severally and not jointly, up to _______________ 15,000,000 Additional Shares at the Purchase Price, provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company and payable on the Firm Shares but not payable on such Additional Shares. If you, You may exercise this right on behalf of the Underwriters, elect Underwriters in whole or from time to exercise such option, you shall so notify the Company time in writing part by giving written notice not later than 30 days after the date of this Agreement, which . Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Such Each purchase date must be at least one business day after the written notice is given and may not be the same as the Closing Date (as defined below) but not earlier than the Closing Date closing date for the Firm Shares nor later than ten business days after the date of such notice. Additional Shares may be purchased pursuant to the Underwriters’ option to purchase additional shares as provided in Section 4 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shareshereof. If any On each day, if any, that Additional Shares are to be purchasedpurchased (an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. The Company hereby agrees that, without the prior written consent of Xxxxxx Xxxxxxx on behalf of the Underwriters, it will not (and will not publicly announce any intention to), during the period beginning on the date hereof and ending 180 days after the date of the Prospectus, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into, or exercisable or exchangeable for shares of Common Stock, or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of shares of Common Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of shares of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Shares to be sold hereunder or (B) the conversion of outstanding preferred stock into shares of Common Stock as part of the closing of this offering, or (C) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof of which the Underwriters have been advised in writing prior to the date hereof provided that the Company has determined in good faith, and, to the Company's knowledge, after due inquiry, that the person to whom such shares are issued, will not offer, sell, contract to sell or otherwise dispose of such shares in contravention of any lock-up agreement between such person and the Underwriters.

Agreements to Sell and Purchase. The Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company the respective numbers number of Firm Shares set forth in Schedule I hereto opposite its name at $______ a share • per Share (the "“Purchase Price"”). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have a one-time right to purchase, severally and not jointly, up to _______________ • Additional Shares at the Purchase Price. If you, on behalf of the Underwriters, elect to exercise such option, you shall so notify the Company in writing not later than 30 days after the date of this Agreement, which notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Such date may be the same as the Closing Date (as defined below) but not earlier than the Closing Date nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 4 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. If any Additional Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Shares to be purchased as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. The Company hereby agrees that, without the prior written consent of Xxxxxx Xxxxxxx Credit Suisse First Boston LLC on behalf of the Underwriters, it will not (and will not publicly announce any intention to)not, during the period beginning on the date hereof and ending 180 90 days after the date of the Prospectus, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock Shares or any securities convertible into, into or exercisable or exchangeable for shares of Common StockShares, or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of shares of the Common StockShares, whether any such transaction described in clause (i) or and (ii) above is to be settled by delivery of shares of Common Stock Shares or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Shares to be sold hereunder or hereunder, (B) the conversion of outstanding preferred stock into shares of Common Stock as part of the closing of this offering, or (C) the issuance by the Company of shares of Common Stock Shares upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof of which the Underwriters have been advised in writing, (C) issuances of stock options, restricted stock or other awards granted pursuant to the Company’s employee equity incentive plan, non-employee directors’ equity incentive plan or non-employee directors' deferred compensation plan as described in the Prospectus; provided that such awards do not become exercisable or vest during such 90-day period, or (D) issuances by the Company of Common Shares in connection with the merger or amalgamation with, or acquisition of another corporation or entity or the acquisition of the assets or properties of any such corporation or entity and the related entry into a merger, amalgamation or acquisition agreement with respect to such merger, amalgamation or acquisition, so long as each of the recipients of the Common Shares agrees in writing prior to the date hereof consummation of any such transaction, pursuant to an instrument in form and substance reasonably satisfactory to Credit Suisse First Boston LLC, to be bound by the provisions of this paragraph for the remainder of such 90-day period as if such recipients were the Company, and the public announcements and related filings of registration statements with respect to any such issuances; provided that if the Company has determined in good faithis unable to obtain signed, and, to the Company's knowledge, after due inquiry, that the person to whom such shares are issued, will not offer, sell, contract to sell or otherwise dispose of such shares in contravention of any written lock-up agreement between agreements from the recipients of the Common Shares in connection with a merger, amalgamation or acquisition as described in clause (D) of this paragraph, then only the entry into the merger, amalgamation or acquisition agreement, the public announcement of such person transaction and the Underwritersrelated filing of a registration statement shall be permitted and not the related issuance of the Common Shares.

Agreements to Sell and Purchase. The Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company at $[·] a share (the respective numbers “Purchase Price”) the number of Firm Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the number of Firm Shares to be sold by the Company as the number of Firm Shares set forth in Schedule I hereto opposite its the name at $______ a share (of such Underwriter bears to the "Purchase Price")total number of Firm Shares. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have a one-time the right to purchase, severally and not jointly, up to _______________ [·] Additional Shares at the Purchase Price; provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company and payable on the Firm Shares but not payable on such Additional Shares. If you, You may exercise this right on behalf of the Underwriters, elect Underwriters in whole or from time to time in part by giving written notice of each election to exercise such option, you shall so notify the Company in writing option not later than 30 days after the date of this Agreement, which . Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Such Each purchase date must be at least one business day after the written notice is given and may not be the same as the Closing Date (as defined below) but not earlier than the Closing Date closing date for the Firm Shares nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 4 5 hereof solely for the purpose of covering over-allotments made sales of shares in connection with the offering excess of the number of Firm Shares. If any On each day, if any, that Additional Shares are to be purchasedpurchased (an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. The Company hereby agrees that, without the prior written consent of Xxxxxx Xxxxxxx on behalf of the Underwriters, it will not (and will not publicly announce any intention to)not, during the period beginning commencing on the date hereof and ending on the date that is (i) 180 days after the date of the Prospectus, or (iii) such earlier date or dates as agreed between the Company and Xxxxxx Xxxxxxx (such period, the “Restricted Period”) (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of any class or series of the Company’s common stock (the “Common Stock Stock”) or any other securities convertible into, into or exercisable or exchangeable for shares of Common Stock, or (ii2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of shares of the Common Stock, whether any such transaction described in clause (i1) or (ii2) above is to be settled by delivery of shares of Common Stock or such other securities, in cash or otherwise, or (3) file any registration statement with the Commission relating to the offering of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock. The foregoing sentence restrictions contained in the preceding paragraph shall not apply to (Aa) the Shares to be sold hereunder or (B) the conversion of outstanding preferred stock into shares sales of Common Stock as part of the closing of this offeringhereunder, or (Cb) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion or vesting of a security outstanding on the date hereof hereof, provided that such option or security is identified in the Time of which Sale Prospectus, (c) the Underwriters have been advised issuance by the Company of options or other stock-based compensation pursuant to equity compensation plans in writing prior to existence on the date hereof and, in each case, described in the Time of Sale Prospectus; provided that any recipients thereof enter into lock-up agreements with the Company has determined Underwriters in good faith, and, the form of Exhibit A hereto with respect to the Company's knowledgeremaining 180-day restricted period or any extension thereof or, after due inquiryin the case of the issuance of options, such options do not become exercisable during the 180-day restricted period or any extension thereof, (d) the establishment of a trading plan pursuant to Rule 10b5-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), for the transfer of shares of Common Stock, provided that such plan does not provide for the person to whom such shares are issued, will not offer, sell, contract to sell transfer of Common Stock during the 180-day restricted period and no public announcement or otherwise dispose filing under the Exchange Act regarding the establishment of such plan shall be required of or voluntarily made by or on behalf of the Company, (e) the issuance of shares of Common Stock as consideration for bona fide acquisitions, provided that in contravention the case of any this clause (e), the number of shares issued or issuable shall not, in the aggregate, exceed 2% of the total number of shares of Common Stock outstanding immediately following the sale of the Shares hereunder (determined on a fully-diluted basis and as adjusted for stock splits, stock dividends and other similar events after the date hereof) and each recipient shall sign and deliver a lock-up agreement between such person and in the Underwriters.form attached hereto as Exhibit A with respect to the remaining 180-day restricted period or any extension thereof, or (f) the filing of one or more registration statements with the Commission on Form S-8 with respect to shares of Common Stock issued or issuable under any equity compensation plan in effect on the date

Agreements to Sell and Purchase. The Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon (a) On the basis of the representations and warranties herein contained, but contained and subject to the terms and conditions hereinafter statedherein set forth, the Company agrees to sell to the several Underwriters and each Underwriter agrees, severally and not jointly, to purchase the number of Firm Shares from the Company the respective numbers of Firm Shares set forth in Schedule I hereto opposite its the name at of such Underwriter. The purchase price for the Firm Shares shall be U.S. $_______ a share per share. (the "Purchase Price"). b) On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have a one-time right to purchase, severally and not jointly, up to an aggregate of __________ Additional Shares on the same basis as the Firm Shares. If the Representative, on behalf of the Underwriters, elects to exercise such option, the Representative shall so notify the Company in writing not later than _______________ Additional Shares at the Purchase Price. If you, on behalf of the Underwriters, elect to exercise such option, you shall so notify the Company in writing not later than 30 days after the date of this Agreement, which notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Such date may be the same as the Closing Date (as defined below) but not earlier than the Closing Date nor later than ten five business days after the date of such notice. Additional Shares may be purchased as provided in Section 4 hereof solely for the purpose of covering over-allotments overallotments made in connection with the offering of the Firm Shares. If any Additional Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you the Representative may determine) that bears the same proportion to the total number of Additional Shares to be purchased as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. . (c) The Company hereby agrees that, without the prior written consent of Xxxxxx Xxxxxxx the Representative on behalf of the Underwriters, it will not (and will not publicly announce any intention to)not, during the period beginning on the date hereof and ending 180 90 days after the date of the Prospectusclosing of the offering, (i) offer, issue, secure, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock Subordinate Voting Shares, Multiple Voting Shares or any securities convertible into, into or exercisable or exchangeable for shares of Common Stock, Subordinate Voting Shares or Multiple Voting Shares or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of shares of Common Stock, the Subordinate Voting Shares or Multiple Voting Shares whether any such swap or transaction described in clause clauses (i) or and (ii) above is to be settled by delivery of shares Subordinate Voting Shares or Multiple Voting Shares or other securities of Common Stock or such other securitiesthe Company, in cash or otherwise. The foregoing sentence shall not apply to (Aa) the sale of any Subordinate Voting Shares to be sold hereunder or the Underwriters pursuant to this Agreement, (B) the conversion of outstanding preferred stock into shares of Common Stock as part of the closing of this offering, or (Cb) the issuance by the Company of shares of Common Stock Subordinate Voting Shares upon the exercise of an option or a warrant or the conversion of a security outstanding on the date hereof of the Prospectus Supplement and of which the Underwriters have been advised in writing prior to writing, (c) the date hereof provided that the Company has determined in good faith, and, issuance of any options or Subordinate Voting Shares pursuant to the Company's knowledge, after due inquiry, that existing option plans; (d) the person repurchase of Subordinate Voting Shares pursuant to whom such shares are issued, will not offer, sell, contract to sell or otherwise dispose an employee stock purchase plan from an employee upon termination of such shares employee's employment or upon the default by such employee on a loan incurred to acquire such Subordinate Voting Shares (or a refinancing of such loans); or (e) the Company's issuance of Subordinate Voting Shares or other securities in contravention connection with the acquisition of any lock-up agreement between business, facilities or other assets, including the issuance of Subordinate Voting Shares or other securities in connection with employment agreements relating to any such person and the Underwritersacquisition.

Agreements to Sell and Purchase. The Company hereby agrees to -------------------------------- sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company the respective numbers of Firm Shares set forth in Schedule I hereto opposite its name at $______ 11.16 a share (the "Purchase PricePURCHASE PRICE"). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have a one-time right to purchase, severally and not jointly, up to _______________ 600,000 Additional Shares at the Purchase Price. If you, on 10 behalf of the Underwriters, elect to exercise such option, you shall so notify the Company in writing not later than 30 days after the date of this Agreement, which notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Such date may be the same as the Closing Date (as defined below) but not earlier than the Closing Date nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 4 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. If any Additional Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Shares to be purchased as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. The Company hereby agrees that, without the prior written consent of Xxxxxx Xxxxxxx & Co. Incorporated on behalf of the Underwriters, it will not (and will not publicly announce any intention to)not, during the period beginning on the date hereof and ending 180 days after the date of the Prospectus, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Capital Stock or any securities convertible into, into or exercisable or exchangeable for shares of Common Stock, Capital Stock or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of shares of Common the Capital Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of shares of Common Capital Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Shares to be sold hereunder or hereunder, (B) the conversion of outstanding preferred stock into shares of Common Stock as part of the closing of this offering, or (C) the issuance by the Company of shares of Common Capital Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof of which the Underwriters have been advised in writing prior writing, (C) any options granted or shares of Capital Stock issued pursuant to benefit plans of the Company as in effect on the date of this Agreement, (D) any issuances to officers or employees of the Company of shares of Capital Stock pursuant to the date hereof provided that Securities Purchase and Holders Agreement dated July 29, 1994, by and among the Company has determined in good faith, and, to the Company's knowledge, after due inquiry, that the person to whom such shares are issued, will not offer, sell, contract to sell or otherwise dispose of such shares in contravention of any lock-up agreement between such person and the Underwritersshareholders set 11 forth therein or (E) the conversion, in accordance with the terms thereof, of shares of Common Stock into shares of Class B Common Stock, or of shares of Class B Common Stock into Common Stock.

Agreements to Sell and Purchase. The Company Each Seller, severally and not jointly, hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company the respective numbers of Firm Shares set forth in Schedule I hereto opposite its name such Seller at $______ $ • a share (the "Purchase Price")) the number of Firm Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the number of Firm Shares to be sold by such Seller as the number of Firm Shares set forth in Schedule II hereto opposite the name of such Underwriter bears to the total number of Firm Shares. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, [each Seller/ the Company agrees and certain of the Selling Shareholders], severally and not jointly, [agrees/agree] to sell to the Underwriters the Additional Shares, and the Underwriters shall have a one-time the right to purchase, severally and not jointly, up to _______________ • Additional Shares at the Purchase Price. If you, Xxxxxx Xxxxxxx and Xxxxxx Brothers Inc. ("Xxxxxx Brothers") may exercise this right on behalf of the Underwriters, elect Underwriters in whole or from time to exercise such option, you shall so notify the Company time in writing part by giving written notice executed by each of Xxxxxx Xxxxxxx and Xxxxxx Brothers not later than 30 days after the date of this Agreement, which . Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Such Each purchase date must be at least one business day after the written notice is given and may not be the same as the Closing Date (as defined below) but not earlier than the Closing Date closing date for the Firm Shares nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 4 5 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. If any On each day, if any, that Additional Shares are to be purchasedpurchased (an "Option Closing Date"), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule I II hereto opposite the name of such Underwriter bears to the total number of Firm Shares. The Company hereby agrees that, without the prior written consent of Xxxxxx Xxxxxxx and Xxxxxx Brothers on behalf of the Underwriters, it will not (and will not publicly announce any intention to)not, during the period beginning on the date hereof and ending 180 days after the date of the Prospectus, (i1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into, into or exercisable or exchangeable for shares of Common Stock, Stock or (ii2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of shares of the Common Stock, whether any such transaction described in clause (i1) or (ii2) above is to be settled by delivery of shares of Common Stock or such other securities, in cash or otherwise, (3) publicly disclose the intention to do any of the foregoing or (4) file any registration statement with the Commission relating to the offering of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock. The foregoing sentence restrictions contained in the preceding paragraph shall not apply to (Aa) the Shares to be sold hereunder or hereunder, (B) the conversion of outstanding preferred stock into shares of Common Stock as part of the closing of this offering, or (Cb) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof and disclosed in the Time of Sale Prospectus or of which the Underwriters have been advised in writing prior to or (c) the date hereof provided that issuance by the Company has determined in good faith, and, of shares or options to purchase shares of Common Stock pursuant to the Company's knowledgeequity plans disclosed in the Prospectus, after due inquiry, provided that prior to the person to whom such shares are issued, will not offer, sell, contract to sell or otherwise dispose issuance of such shares in contravention during the 180-day period following the date of any the Prospectus the Company shall cause each recipient of such shares to deliver a lock-up agreement between such person substantially in the form of Exhibit D hereto and provided further that the UnderwritersCompany shall not issue any option that becomes exercisable during the 180-day period following the date of the Prospectus, (d) the filing by the Company of any Registration Statement on Form S-8 after the period which is 90 days following the date of the Prospectus or (e) the issuance by the Company of up to [Insert number equal to 25% of the total number of shares to be registered] shares of Common Stock in connection with any acquisition, collaboration or other strategic transaction involving the Company or any of its subsidiaries, provided that the recipients thereof execute a lock-up agreement substantially in the form of Exhibit D hereto. Notwithstanding the foregoing, if (1) during the last 17 days of the 180-day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs; or (2) prior to the expiration of the 180-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 180-day period, the restrictions imposed by this agreement 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. The Company shall promptly notify Xxxxxx Xxxxxxx and Xxxxxx Brothers of any earnings release, news or event that may give rise to an extension of the initial 180-day restricted period.

Agreements to Sell and Purchase. The Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company the respective numbers of Firm Shares set forth in Schedule I hereto opposite its name at $______ a share (the "Purchase PricePURCHASE PRICE"). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have a one-time right to purchase, severally and not jointly, up to _______________ Additional Shares at the Purchase Price. If you, on behalf of the Underwriters, elect to exercise such option, you shall so notify the Company in writing not later than 30 days after the date of this Agreement, which notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Such date may be the same as the Closing Date (as defined below) but not earlier than the Closing Date nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 4 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. If any Additional Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Shares to be purchased as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. The Company hereby agrees that, without the prior written consent of Xxxxxx Xxxxxxx & Co. Incorporated on behalf of the Underwriters, it will not (and will not publicly announce any intention to)not, during the period beginning on the date hereof and ending 180 120 days after the date of the Prospectus, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into, into or exercisable or exchangeable for shares of Common Stock, Stock or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of shares of the Common Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of shares of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Shares to be sold hereunder or (B) the conversion of outstanding preferred stock into shares of Common Stock as part of the closing of this offering, or (C) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof of which the Underwriters have been advised in writing prior to the date hereof provided that the Company has determined in good faith, and, to the Company's knowledge, after due inquiry, that the person to whom such shares are issued, will not offer, sell, contract to sell or otherwise dispose of such shares in contravention of any lock-up agreement between such person and the Underwriterswriting.

Agreements to Sell and Purchase. The Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company the respective numbers number of Firm Shares set forth in Schedule I hereto opposite its name at $______ $ . a share (the "Purchase Price"). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to issue and sell to the Underwriters the Additional Shares, and the Underwriters shall have a one-time right to purchase, severally and not jointly, up to _______________ 1,050,000 Additional Shares at the Purchase Price. If you, on behalf of the Underwriters, elect to exercise such option, you shall so notify the Company in writing not later than 30 days after the date of this Agreement, which notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Such date may be the same as the Closing Date (as defined below) but not earlier than the Closing Date nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in this Section 4 hereof 2 solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. If any Additional Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Shares to be purchased as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. The Company hereby agrees that, without the prior written consent of Xxxxxx Xxxxxxx Xxxxxx Partners LLC on behalf of the Underwriters, it will not (and will not publicly announce any intention to)not, during the period beginning on the date hereof and ending 180 90 days after the date of the Prospectus, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into, into or exercisable or exchangeable for shares of Common Stock, Stock or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of shares of Common Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of shares of Common Stock or such other securities, in m cash or otherwise. The foregoing sentence shall not apply to (A) the Shares to be sold hereunder or hereunder, (B) the conversion of outstanding preferred stock into transactions relating to shares of Common Stock as part or other securities acquired in open market transactions after the completion of the closing public offering of this offeringthe shares, or (C) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof as described in the Registration Statement or of which the Underwriters have been advised in writing prior writing, (D) the grant of options to purchase Common Stock pursuant to the date hereof provided that 1996 Stock Incentive Plan, (E) the issuance by the Company has determined in good faithof shares of Common Stock pursuant to the 1996 Employee Stock Purchase Plan, and, (F) the issuance by the Company of shares of Common Stock pursuant to the [2001 Nonstatutory Stock Option Plan] (G) [rights issued pursuant to the Company's knowledgePreferred Shares Rights Agreement dated July 15, after due inquiry1998, that as amended], and (H) the person to whom such shares are issuedissuance by the Company of Common Stock or securities convertible into or exchangeable for Common stock in connection with mergers or the acquisition of securities, will not offerbusinesses, sell, contract to sell property or otherwise dispose of such shares in contravention of any lock-up agreement between such person and the Underwritersother assets.

Agreements to Sell and Purchase. The Company hereby agrees to sell ------------------------------- to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company the respective numbers of Firm Shares set forth in Schedule I hereto opposite its name at $______ a share (the "Purchase Price"). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have a one-time right to purchase, severally and not jointly, up to _______________ Additional Shares at the Purchase Price. If you, on behalf of the Underwriters, elect to exercise such option, you shall so notify the Company in writing not later than 30 days after the date of this Agreement, which notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Such date may be the same as the Closing Date (as defined below) but not earlier than the Closing Date nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 4 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. If any Additional Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Shares to be purchased as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. The Company hereby agrees that, without the prior written consent of Xxxxxx Xxxxxxx on behalf of the Underwriters, it will not . (a) may issue shares and will not publicly announce any intention to), during the period beginning grant stock options and similar rights under its employee benefit plans existing on the date hereof hereof, (b) may grant stock options and ending 180 days after the date similar rights to directors of the Prospectus, Company under benefit plans now existing and (ic) offer, pledge, sell, contract to sell, may sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into, or exercisable or exchangeable for shares of Common Stock, or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of shares of Common Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of shares of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Shares to be sold hereunder or (B) the conversion of outstanding preferred stock into shares of Common Stock as part of the closing of this offering, or (C) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof of which the Underwriters have been advised in writing prior to the date hereof provided that the Company has determined in good faith, and, to the Company's knowledge, after due inquiry, that the person to whom contemplated hereby during such shares are issued, will not offer, sell, contract to sell or otherwise dispose of such shares in contravention of any lock90-up agreement between such person and the Underwritersday period.

Agreements to Sell and Purchase. The (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions hereinafter stated, the Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, Underwriter agrees, severally and not jointlyjointly and not jointly and severally, to purchase from the Company the respective numbers number of Firm Shares set forth in Schedule I hereto opposite its name at a purchase price of $______ a 2.88 per share (the "“Purchase Price"”). The Company also hereby agrees to pay the commission per Share set forth on Schedule II hereto. (b) On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company hereby agrees to sell to the several Underwriters the up to 6,500,250 Additional Shares, Shares set forth in Schedule I hereto and the Underwriters shall have a one-time the right to purchase, severally and not jointlyjointly and not jointly and severally, up to _______________ such Additional Shares at the Purchase Price. If you, You may exercise this right on behalf of the Underwriters, elect Underwriters in whole or from time to exercise such option, you shall so notify time in part by giving written notice by the Representatives to the Company in writing (with a courtesy copy to Xxxxxx & Xxxxxx LLP, Attn: Xxxxx X. Xxxxxx and Xxxx X. XxXxxxxxxx) not later than 30 days after the date of this Agreement, which . Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Such Each purchase date must be at least two business days after the written notice is given and may not be the same as the Closing Date (as defined below) but not earlier than the Closing Date closing date for the Firm Shares nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 4 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. If any On each day, if any, that Additional Shares are to be purchasedpurchased (an “Option Closing Date”), each Underwriter agrees, severally and not jointlyjointly and not jointly and severally, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. The Company hereby agrees that. (c) Beginning on the date hereof and ending on, and including, the date that is 90 days after the date of the Prospectus (the “Lock-Up Period”), without the prior written consent of Xxxxxx Xxxxxxx on behalf of the UnderwritersRepresentatives, the Company hereby agrees that it will not (and will not publicly announce any intention to), during the period beginning on the date hereof and ending 180 days after the date of the Prospectus, (i) offersell, offer to sell, contract or agree to sell, hypothecate, pledge, sell, contract to sell, sell grant any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer dispose of or agree to dispose of, directly or indirectly, or file (or participate 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 Section 16 of the Exchange Act with respect to, any shares of Common Stock or any other securities convertible into, or exercisable or exchangeable for shares of the Company that are substantially similar to Common Stock, or any securities convertible into or exchangeable or exercisable for, or any warrants or other rights to purchase, the foregoing, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of shares Common Stock or any other securities of the Company that are substantially similar to Common Stock, or any securities convertible into or exchangeable or exercisable for, or any warrants or other rights to purchase, the foregoing, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of shares of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply otherwise or (iii) publicly announce an intention to effect any transaction specified in clause (i) or (ii), except, in each case, for (A) the offer and resale of the Shares to be sold hereunder or as contemplated by this Agreement, (B) the conversion of outstanding preferred stock into shares of Common Stock as part of the closing of this offering, or (C) the issuance by the Company of shares issuances of Common Stock upon the exercise of an option options or warrant warrants, exchange of exchangeable securities or the conversion of a security convertible securities disclosed as outstanding in the Registration Statement, the Time of Sale Prospectus and the Prospectus, (C) the issuance of employee stock options or other equity awards not exercisable or vesting during the Lock-Up Period pursuant to stock option plans described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, (D) the filing of any registration statement on Form S-8 to register Common Stock, or securities exercisable or exchangeable into Common Stock, reserved for issuance under the date hereof Company’s equity compensation plans, or (E) the issuance, or the entry into an agreement to issue, shares of which the Underwriters have been advised in writing prior to the date hereof provided that Common Stock or securities convertible into or exchangeable for shares of Common Stock as consideration for any merger or acquisition made by the Company has determined in good faith, and, to the Company's knowledge, after due inquiry, that the person to whom such shares are issued, will not offer, sell, contract to sell or otherwise dispose any of such shares in contravention of any lock-up agreement between such person and the Underwritersits subsidiaries.

Agreements to Sell and Purchase. The Company Each Seller, severally and not jointly, hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from such Seller at $6.6659 a share (the Company “Purchase Price”) the respective numbers number of Firm Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the number of Firm Shares to be sold by such Seller as the number set forth in Schedule I hereto opposite its the name at $______ a share (of such Underwriter bears to the "Purchase Price")total number of Firm Shares. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company each Seller, severally and not jointly, agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have a one-time the right to purchase, severally and not jointly, up to _______________ 7,050,000 Additional Shares at the Purchase PricePrice from each Seller on a pro rata basis. If you, on behalf of the Underwriters, elect to exercise such optionoption in whole or from time to time in part, you Xxxxxx Xxxxxxx & Co., Incorporated (“Xxxxxx Xxxxxxx”) shall so notify the Company each Seller in writing not later than 30 days after the date of this Agreement, which . Any exercise notice shall specify the number of Additional Shares to be purchased from such Seller by the Underwriters and the date on which such shares are to be purchased. Such Each purchase date must be at least one business day after the written notice is given and may not be the same as the Closing Date (as defined below) but not earlier than the Closing Date for the Firm Shares nor later than ten business days after the date of such notice. Should such date be subsequent to the Closing Date, Xxxxxx Xxxxxxx shall provide such notice no later than three days prior to such date. Additional Shares may be purchased as provided in Section 4 5 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. If any Additional Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Shares to be purchased as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. The Company hereby agrees that, without the prior written consent of Xxxxxx Xxxxxxx the Managers on behalf of the Underwriters, it will not (and will not publicly announce any intention to)not, during the period beginning on the date hereof and ending 180 90 days after the date of the Prospectus, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into, into or exercisable or exchangeable for shares of Common Stock, Stock or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of shares of the Common Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of shares of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Shares to be sold hereunder or hereunder, (B) the conversion of outstanding preferred stock into shares of Common Stock as part of the closing of this offering, or (C) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof hereof, or in the case of an option granted after the date hereof, pursuant to existing employee benefit plans of the Company or any of its subsidiaries, of which the Underwriters have been advised in writing prior writing, (C) the granting by the Company of any options to purchase shares of Common Stock or any restricted stock units or the sale by the Company of any shares of Common Stock, in each case pursuant to any existing employee benefit plan or direct stock plan of the Company or any of its subsidiaries, (D) the issuance by the Company of any shares of Common Stock in connection with the acquisition of or merger with or into any other company or the acquisition of any assets, (E) transfers and dispositions between or among the affiliates of Texas Pacific Group, or any partners, shareholders or members of any such affiliate, or (F) plans or agreements entered into that establish plans meeting the requirements of Rule 10b5-1 under the Securities Exchange Act of 1934, as amended, for the pre-arranged sale of shares of Common Stock occurring at least 90 days after the date of the Prospectus, provided, that in the case of plans or agreements entered into pursuant to this clause (F) from the date hereof provided that until the 90th day after the date of the Prospectus, the Company has determined may not take any such action that would require public disclosure of any such agreements or plans or any possible sales of Common Stock thereunder, provided further, that in good faiththe case of any issuance, andtransfer or disposition pursuant to clause (D) or (E), (i) each recipient of such shares shall agree in writing, for the benefit of the Managers on behalf of the Underwriters, that such shares shall remain subject to restrictions identical to those contained in the first sentence of this paragraph for the remainder of the period for which the Company is bound thereunder, and each such recipient shall execute and deliver to the Company's knowledgeManagers a duplicate of such writing, and (ii) if a filing by any party to such issuance, transfer or disposition (issuer, transferor, disposer, recipient or transferee) under Section 16(a) of the Exchange Act shall be required in connection with such issuance, transfer or disposition (other than a filing on a Form 5 made after due inquirythe expiration of the 90-day period referred to above), such party shall provide the Managers no less than seven days prior written notice of such filing (it being understood that no such filing shall be made by any such party if not required to be made under the person Exchange Act). The Selling Shareholder hereby agrees that, without the prior written consent of the Managers on behalf of the Underwriters, it will not, during the period commencing on the date hereof and ending 90 days after the date of the final prospectus relating to whom such shares are issuedthe Public Offering (the “Prospectus”), will not (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (a) the Shares to be sold hereunder, (b) transfers of shares of Common Stock or any security convertible into Common Stock as a bona fide gift or gifts, (c) distributions of shares of Common Stock or any security convertible into Common Stock to the partners, shareholders or members of the Selling Stockholder or its affiliates or (d) transfers and dispositions between or among the Selling Shareholder, any of its affiliates and any partners, shareholders or members of any of the foregoing, provided, that in the case of any transfer, distribution or disposition pursuant to clause (b), (c) or (d), (i) each donee, distributee or disposition recipient shall execute and deliver to the Managers a form of the “lock up” agreement, substantially in the form of Exhibit A hereto and (ii) if a filing by any party (donor, donee, transferor, transferee, disposer or disposition recipient) under Section 16(a) of the Exchange Act shall be required in connection with such transfer, distribution or disposition (other than a filing on a Form 5 made after the expiration of the 90-day period referred to above), such party shall provide the Managers no less than one day prior notice of such shares in contravention filing (it being understood that no such filing shall be made by any such party if not required to be made under the Exchange Act). In addition, the Selling Shareholder agrees that, without the prior written consent of the Managers on behalf of the Underwriters, it will not, during the period commencing on the date hereof and ending 90 days after the date of the Prospectus, make any demand for or exercise any right with respect to, the registration of any lock-up agreement between such person and the Underwritersshares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock.

Agreements to Sell and Purchase. The Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company the respective numbers of Firm Shares set forth in Schedule I hereto opposite its name at $______ $ · a share (the "“Purchase Price"”). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have a one-time right to purchase, severally and not jointly, up to _______________ · Additional Shares at the Purchase Price. If you, on behalf of the Underwriters, elect to exercise such option, you shall so notify the Company in writing not later than 30 days after the date of this Agreement, which notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Such date may be the same as the Closing Date (as defined below) but not earlier than the Closing Date nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 4 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. If any Additional Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Shares to be purchased as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. The Company hereby agrees that, without the prior written consent of Xxxxxx Xxxxxxx on behalf of the Underwriters, it will not (and will not publicly announce any intention to)not, during the period beginning on the date hereof and ending 180 90 days after the date of the Prospectus, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into, into or exercisable or exchangeable for shares of Common Stock, Stock or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of shares of the Common Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of shares of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Shares to be sold hereunder or hereunder, (B) the conversion of outstanding preferred stock into shares of Common Stock as part of the closing of this offering, or (C) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof of which the Underwriters have been advised in writing prior writing, (C) the issuance of Common Stock or the grant of an option to purchase Common Stock under our stock plans described in the Prospectus, (D) the issuance of Common Stock in connection with the acquisition of another company if recipients of the Common Stock agree to be bound for 90 days after the date hereof provided that of the Company has determined Prospectus by the restrictions contained in good faiththis paragraph, and, to the Company's knowledge, after due inquiry, that the person to whom such shares are issued, will not offer, sell, contract to sell or otherwise dispose of such shares in contravention of any lock-up agreement between such person and the Underwritersfiling of a registration statement with respect thereto, or (E) transactions by any person other than us, relating to shares of Common Stock or other securities acquired in open market or other transactions after the completion of this offering.

Agreements to Sell and Purchase. The Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company the respective numbers number of Firm Shares set forth in Schedule I hereto opposite its name at $______ a share (the "Purchase PricePURCHASE PRICE"). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have a one-time right to purchase, severally and not jointly, up to _______________ 300,000 Additional Shares at the Purchase Price. If you, on behalf of the Underwriters, elect to exercise such option, you shall so notify the Company in writing not later than 30 days after the date of this Agreement, which notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Such date may be the same as the Closing Date (as defined below) but not earlier than the Closing Date nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 4 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. If any Additional Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Shares to be purchased as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. The Company hereby agrees that, without the prior written consent of Xxxxxx Xxxxxxx & Co. Incorporated on behalf of the Underwriters, it will not (and will not publicly announce any intention to)not, during the period beginning on the date hereof and ending 180 90 days after the date of the Prospectus, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into, into or exercisable or exchangeable for shares of Common Stock, Stock or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of shares of the Common Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of shares of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Shares to be sold hereunder or hereunder; (B) the conversion of outstanding preferred stock into shares of Common Stock as part of the closing of this offering, or (C) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof of which the Underwriters have been advised in writing prior to writing; or (C) the date hereof provided that the Company has determined in good faith, and, to issuance of additional options under the Company's knowledgeexisting stock option plans, after due inquiry, provided that the person to whom such shares stock options are issued, will not offer, sell, contract to sell or otherwise dispose of exercisable during such shares in contravention of any lock90-up agreement between such person and the Underwritersday period.

Agreements to Sell and Purchase. The Company hereby agrees to sell to the several Underwriters, and each Underwriterof the Underwriters, upon the basis of the representations and warranties herein contained, but subject to the terms and conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company the respective numbers number of Firm Shares Securities set forth opposite the such Underwriters’ name in Schedule I hereto opposite its name at $______ a share 9.80 per Unit (the "“Purchase Price"”). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Underwriters the Additional Sharesseveral Underwriters, and each of the Underwriters shall have a one-time the right to purchase, severally and not jointly, up to _______________ 2,250,000 Additional Shares Securities at the Purchase Price. If you, on behalf of the Underwriters, elect The Underwriters may exercise this right in whole or from time to exercise such option, you shall so notify time in part by giving written notice to the Company in writing not later than 30 45 days after the date of this Agreement, which . Any such written notice shall specify the number of Additional Shares Securities to be purchased by the Underwriters and the date on which such shares Additional Securities are to be purchased. Such Each such purchase date must be at least two (2) business days after the written notice is given and may not be the same as the Closing Date (as defined below) but not earlier than the Closing Date nor or later than ten (10) business days after the date of such notice; provided, however, that if such purchase date is the Closing Date, such written notice may be provided one business day prior to the Closing Date. Additional Shares Securities may be purchased as provided in Section 4 ‎4 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm SharesSecurities. If any On each day, if any, that Additional Shares Securities are to be purchasedpurchased (any such day, other than the Closing Date, an “Option Closing Date”), each Underwriter of the Underwriters agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Shares Securities to be purchased on such day as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter bears written notice to the total number Company. In addition to the discount from the public offering price represented by the Purchase Price set forth in the first sentence of Firm Shares. The this Section ‎2, the Company hereby agrees thatto pay to the Underwriters a deferred discount of $0.35 per Unit (including both Firm Securities and Additional Securities) purchased hereunder (the “Deferred Discount”) which Deferred Discount will be deposited and held in the Trust Account and payable directly from the Trust Account, without the prior written consent of Xxxxxx Xxxxxxx on behalf of accrued interest, to the Underwriters, it will not (upon the Company’s consummation of its initial Business Combination. The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Trust Agreement and will not publicly announce any intention to), during the period beginning on funds held under the date hereof and ending 180 days after Trust Agreement are distributed to the date holders of the ProspectusPublic Shares (the “Public Stockholders”), (i) offer, pledge, sell, contract the Underwriters will forfeit any rights or claims to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into, or exercisable or exchangeable for shares of Common Stock, or the Deferred Discount and (ii) enter into any swap or other arrangement that transfers the trustee under the Trust Agreement will be authorized to another, in whole or in part, any of distribute the economic consequences of ownership of shares of Common Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of shares of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Shares to be sold hereunder or (B) the conversion of outstanding preferred stock into shares of Common Stock as part of the closing of this offering, or (C) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof of which the Underwriters have been advised in writing prior Deferred Discount to the date hereof provided that Public Stockholders in accordance with the Company has determined in good faith, and, to the Company's knowledge, after due inquiry, that the person to whom such shares are issued, will not offer, sell, contract to sell or otherwise dispose Certificate of such shares in contravention of any lock-up agreement between such person and the UnderwritersIncorporation.

Agreements to Sell and Purchase. The Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company the respective numbers of Firm Shares set forth in Schedule I hereto opposite its name at $______ a share (the "Purchase PricePURCHASE PRICE"). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have a one-time right to purchase, severally and not jointly, up to _______________ Additional Shares at the Purchase Price. If you, on behalf of the Underwriters, elect to exercise such option, you shall so notify the Company in writing not later than 30 days after the date of this Agreement, which notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Such date may be the same as the Closing Date (as defined below) but not earlier than the Closing Date nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 4 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. If any Additional Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Shares to be purchased as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. The Company hereby agrees that, without the prior written consent of Xxxxxx Xxxxxxx on behalf of the Underwriters, it will not (and will not publicly announce any intention to)not, during the period beginning on the date hereof and ending 180 days after the date of the Prospectus, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into, into or exercisable or exchangeable for shares of Common Stock, Stock or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of shares of the Common Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of shares of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Shares to be sold hereunder or hereunder, (B) the conversion of outstanding preferred stock into shares of Common Stock as part of the closing of this offering, or (C) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof of which the Underwriters have been advised in writing prior to the date hereof provided that the Company has determined in good faith, and, to the Company's knowledge, after due inquiry, that the person to whom such shares are issued, will not offer, sell, contract to sell or otherwise dispose of such shares in contravention of any lock-up agreement between such person and the Underwriterswriting.

Agreements to Sell and Purchase. The Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company at $9.40 a share (the respective numbers “Purchase Price”) the number of Firm Shares (subject to such adjustments to eliminate fractional shares as you may determine) set forth in Schedule I hereto opposite its the name at $______ a share (the "Purchase Price")of such Underwriter. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have a one-time the right to purchase, severally and not jointly, up to _______________ 4,500,000 Additional Shares at the Purchase Price. If youXxxxxxx, Sachs & Co., Xxxxxx Xxxxxxx & Co. Incorporated, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated and X.X. Xxxxxx Securities Inc. (the “Representatives”) may exercise this right on behalf of the Underwriters, elect Underwriters in whole or from time to exercise such option, you shall so notify time in part by giving written notice to the Company in writing not later than 30 days after the date of this Agreement, which . Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Such Each purchase date must be at least one full business day after the written notice to the Company is given and may not be the same as the Closing Date (as defined below) but not earlier than the Closing Date closing date for the Firm Shares nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 4 hereof solely for the purpose of covering over-allotments allotments, if any, made in connection with the offering of the Firm Shares. If any On each day, if any, that Additional Shares are to be purchasedpurchased (an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. The Company hereby agrees that, without the prior written consent of Xxxxxx Xxxxxxx two of the four Representatives on behalf of the Underwriters, it will not (and will not publicly announce any intention to)not, during the period beginning on the date hereof and ending 180 days after the date of the Prospectus, (i1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into, into or exercisable or exchangeable for shares of Common Stock, Stock or (ii2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of shares of the Common Stock, whether any such transaction described in clause (i1) or (ii2) above is to be settled by delivery of shares of Common Stock or such other securities, in cash or otherwiseotherwise or (3) file any registration statement with the Commission relating to the offering of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock. The foregoing sentence restrictions contained in the preceding paragraph shall not apply to (Aa) the Shares to be sold hereunder or hereunder, (B) the conversion of outstanding preferred stock into shares of Common Stock as part of the closing of this offering, or (Cb) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof of which the Underwriters have been advised in writing writing, (c) the issuance by the Company of options to purchase shares of Common Stock under stock option or similar plans as in effect on the date of this Agreement and as described in the Time of Sale Prospectus, (d) the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act for the transfer of shares of Common Stock, provided that such plan does not provide for the transfer of Common Stock during the 180-day restricted period or (i) the filing by the Company of any registration statement on Form S-8 with the Commission relating to the offering of securities pursuant to terms of a stock option or similar plan in effect on the date of this Agreement and as described in the Time of Sale Prospectus. Notwithstanding the foregoing, if (1) during the last 17 days of the 180-day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs; or (2) prior to the date hereof provided that expiration of the 180-day restricted period, the Company has determined in good faithannounces that it will release earnings results during the 16-day period beginning on the last day of the 180-day period, and, the restrictions imposed by this agreement shall continue to apply until the Company's knowledge, after due inquiry, that expiration of the person to whom such shares are issued, will not offer, sell, contract to sell 18-day period beginning on the issuance of the earnings release or otherwise dispose the occurrence of such shares in contravention the material news or material event. The Company shall promptly notify the Representatives of any lockearnings release, news or event that may give rise to an extension of the initial 180-up agreement between such person and the Underwritersday restricted period.

Agreements to Sell and Purchase. The Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company the respective numbers of Firm Shares set forth in Schedule I hereto opposite its name at $______ $ a share (the "Purchase Price"). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have a one-time the right to purchase, severally and not jointly, up to _______________ Additional Shares at the Purchase Price. If you, You may exercise this right on behalf of the Underwriters, elect Underwriters in whole or from time to exercise such option, you shall so notify the Company time in writing part by giving written notice not later than 30 days after the date of this Agreement, which . Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Such Each purchase date must be at least one business day after the written notice is given and may not be the same as the Closing Date (as defined below) but not earlier than the Closing Date closing date for the Firm Shares nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 4 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. If any On each day, if any, that Additional Shares are to be purchasedpurchased (an "Option Closing Date"), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. The Company hereby agrees that, without the prior written consent of Xxxxxx Xxxxxxx & Co. Incorporated and Xxxxxx Brothers Inc. on behalf of the Underwriters, it will not (and will not publicly announce any intention to)not, during the period beginning on the date hereof and ending 180 days after the date of the Prospectus, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into, into or exercisable or exchangeable for Common Stock; (ii) file any registration statement with the Commission relating to the offering of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, ; or (iiiii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of shares of the Common Stock, whether any such transaction described in clause (i), (ii) or (iiiii) above is to be settled by delivery of shares of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Shares to be sold hereunder or (B) the conversion of outstanding preferred stock into shares of Common Stock as part of the closing of this offering, or (C) the issuance by the Company of shares of Common Stock upon to directors, officers and employees of the exercise Company and its subsidiaries pursuant to bonus, option, incentive, employee stock purchase or other compensatory plans of an option or warrant or the conversion of a security outstanding Company existing on the date hereof that are described in the Prospectus or filed as an exhibit to the Registration Statement. Notwithstanding the foregoing, if (1) during the last 17 days of which the Underwriters have been advised in writing 180-day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs; or (2) prior to the date hereof provided that expiration of the 180-day restricted period, the Company has determined in good faithannounces that it will release earnings results during the 16-day period beginning on the last day of the 180-day period, and, the restrictions imposed by this agreement shall continue to apply until the Company's knowledge, after due inquiry, that expiration of the person to whom such shares are issued, will not offer, sell, contract to sell 18-day period beginning on the issuance of the earnings release or otherwise dispose the occurrence of such shares in contravention of any lock-up agreement between such person and the Underwritersmaterial news or material event.

Agreements to Sell and Purchase. The Company hereby agrees to sell to each of the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company Company, at a purchase price of $[·] per share (the respective numbers “Purchase Price”), the number of Firm Shares set forth in opposite the name of such Underwriter on Schedule I hereto opposite its name at $______ a share (the "Purchase Price")II hereto. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company further agrees to sell to the several Underwriters the Additional Shares, and the Underwriters shall have a one-time the right to purchasepurchase from the Company, severally and not jointly, up to _______________ [·] Additional Shares at a price per share equal to the Purchase Price; provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company and payable on the Firm Shares but not payable on such Additional Shares. If you, The Representatives may exercise this right on behalf of the Underwriters, elect Underwriters in whole or from time to exercise such option, you shall so notify the Company time in writing part by giving written notice not later than 30 days after the date of this Agreement, which the Prospectus. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Such Each purchase date must be at least one business day after the written notice is given and may not be the same as the Closing Date (as defined below) but not earlier than the Closing Date closing date for the Firm Shares nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 4 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. If any On each day, if any, that Additional Shares are to be purchasedpurchased (an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase from the Company the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule I II hereto opposite the name of such Underwriter bears to the total number of Firm Shares. The Company hereby agrees that, without the prior written consent of Xxxxxx Xxxxxxx on behalf of the Underwriters, it will not (and will not publicly announce any intention to), during the period beginning on the date hereof and ending 180 days after the date of the Prospectus, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into, or exercisable or exchangeable for shares of Common Stock, or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of shares of Common Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of shares of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Shares to be sold hereunder or (B) the conversion of outstanding preferred stock into shares of Common Stock as part of the closing of this offering, or (C) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof of which the Underwriters have been advised in writing prior to the date hereof provided that the Company has determined in good faith, and, to the Company's knowledge, after due inquiry, that the person to whom such shares are issued, will not offer, sell, contract to sell or otherwise dispose of such shares in contravention of any lock-up agreement between such person and the Underwriters.

Agreements to Sell and Purchase. The Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company at $[●] a share (the “Purchase Price”) the respective numbers number of Firm Shares set forth in Schedule I hereto opposite its the name at $______ a share (the "Purchase Price")of such Underwriter. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have a one-time the right to purchasepurchase from the Company, severally and not jointly, up to _______________ [●] Additional Shares at the Purchase Price. If you, You may exercise this right on behalf of the Underwriters, elect Underwriters in whole or from time to exercise such option, you shall so notify the Company time in writing part by giving written notice not later than 30 days after the date of this Agreement, which . Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Such Each purchase date must be at least one business day after the written notice is given and may not be the same as the Closing Date (as defined below) but not earlier than the Closing Date closing date for the Firm Shares nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 4 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. If any On each day, if any, that Additional Shares are to be purchasedpurchased (an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. The Company hereby agrees that, without the prior written consent of Xxxxxx Xxxxxxx on behalf of the Underwriters, that it will not (and will not publicly announce any intention to)not, during the period beginning on the date hereof and ending 180 days after the date of the ProspectusProspectus (the “Restricted Period”), without the prior written consent of the Representative (iwhich consent may be withheld in the Representative’s sole discretion) offer(a) directly or indirectly, pledgesell, offer to sell, contract to sell, sell grant any option or contract to purchase, purchase any option or contract to sellfor the sale, grant any optionsecurity interest in, right pledge, hypothecate or warrant to purchase, lendotherwise dispose of or enter into any transaction which is designed to, or otherwise transfer could be expected to, result in the disposition (whether by actual disposition or dispose ofeffective economic disposition due to delivery of Common Stock or securities convertible into, directly exchangeable, or indirectlyexercisable for shares of Common Stock (“Securities”), in 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) (collectively, a “Disposition”), (b) without limiting the restrictions set forth in clause (a), engage in any hedging or other transaction which is designed to or reasonably expected to lead to or result in a Disposition of shares of Common Stock or other Securities during the Restricted Period, even if such shares of Common Stock or other Securities would be disposed of by a person or entity other than the Company, or (c) file any registration statement with the Commission relating to the offering of any shares of Common Stock or any securities convertible intoother Securities, or exercisable or exchangeable except for a registration statement on Form S-8 relating to the registration of shares of Common StockStock issuable pursuant to the Company’s equity incentive plans. The restrictions contained in the preceding paragraph shall not apply to (a) the Shares to be sold hereunder, including any Directed Shares; (b) the issuance of Common Stock or other Securities upon the exercise of any equity awards issued pursuant to the Company’s equity incentive plans described in the Time of Sale Prospectus and in effect on the date hereof, or (ii) enter into any swap the exercise of warrants or the conversion of convertible securities issued by the Company that are outstanding on the date hereof, provided that, unless otherwise agreed in writing by the Representative, prior to the issuance of Common Stock or other arrangement Securities upon the exercise of such equity awards, or upon the exercise of such warrants or the conversion of such convertible securities pursuant to this clause (b), each recipient of Common Stock or other Securities shall have signed and delivered a lock-up agreement substantially in the form of Exhibit A hereto (the “Lock-Up Agreement”) (it being understood that transfers to another, in whole or in part, any the execution of the economic consequences lock-up agreement required by this this clause (b) shall not serve to extend the date on which the lock-up period expires pursuant to the Lock-Up Agreement), but only to the extent such recipients are not already subject to standard market stand-off provisions with respect to the Common Stock or other Securities received upon such exercise or conversion pursuant to this clause (b)); (c) the grant of ownership any equity awards by the Company to employees, officers, directors, advisors or consultants of the Company pursuant to equity incentive plans described in the Time of Sale Prospectus and in effect on the date hereof; (d) issuance of securities of the Company to one or more counterparties in connection with the consummation of any strategic partnership, joint venture, collaboration or other strategic transaction, or the acquisition or license of any business products or technology (but not any transaction the primary purpose of which is to provide financing to the Company), provided that the total number of shares of Common Stock, whether any such transaction described in including shares underlying convertible or exercisable securities, which may be issued pursuant to this clause (id) may not exceed an aggregate of [●] shares of the Common Stock; (e) the issuance of Common Stock or warrants to purchase Common Stock pursuant to the Note Purchase Agreement dated March 15, 2017 among the Company, Acacia Research Corporation and Veritone LOC I, LLC (iithe “Note Purchase Agreement”) above is (or the issuance of Common Stock upon the conversion of notes or the exercise of warrants issued pursuant to be settled the Note Purchase Agreement), provided that, unless otherwise agreed in writing by delivery the Representative, prior to the issuance of Common Stock or warrants pursuant to this clause (e), each recipient of such securities shall have signed and delivered a lock-up agreement substantially in the form of Exhibit A hereto (to the extent such recipients have not previously executed a substantially similar lock-up agreement covering such securities); (f) the filing by the Company of a registration statement on Form S-8 with the Commission in respect of any shares of Common Stock or such other securities, Securities issued under or the grant of any equity award pursuant to an equity incentive plan described in cash the Time of Sale Prospectus and in effect on the date hereof; or otherwise. The foregoing sentence shall not apply to (Ag) the Shares to be sold hereunder establishment of any contract, instruction or plan (Ba “Plan”) that satisfies the conversion requirements of outstanding preferred stock into shares Rule 10b5-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act); provided, that (i) no sales of Common Stock as part of the closing of this offering, or (C) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of other Securities shall be made pursuant to such a security outstanding on the date hereof of which the Underwriters have been advised in writing Plan prior to the date hereof provided that expiration of the Company has determined Restricted Period, and (ii) such a Plan may only be established if no public announcement of the establishment or existence thereof and no filing with the Commission or other regulatory authority in good faithrespect thereof or transactions thereunder or contemplated thereby shall be required, and, and no such announcement or filing is made voluntarily prior to the Company's knowledgeexpiration of the Restricted Period. If the Representative, after due inquiryin its sole discretion, that agrees to release or waive the person to whom such shares are issued, will not offer, sell, contract to sell or otherwise dispose of such shares restrictions set forth in contravention of any a lock-up agreement between such person described in Section 5(f) hereof for an officer or director of the Company and provide the UnderwritersCompany with notice of the impending release or waiver at least three business days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit B hereto through a major news service at least two business days before the effective date of the release or waiver, consistent with the requirements of FINRA Rule 5131 (or any successor rule or regulation).

Agreements to Sell and Purchase. The Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company at $10.285 a share (the “Purchase Price”) the respective numbers number of Firm Shares set forth in Schedule I hereto opposite its the name at $______ a share (the "Purchase Price")of such Underwriter. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have a one-time the right to purchasepurchase from the Company, severally and not jointly, up to _______________ 300,000 Additional Shares at the Purchase Price. If you, You may exercise this right on behalf of the Underwriters, elect Underwriters in whole or from time to exercise such option, you shall so notify the Company time in writing part by giving written notice not later than 30 days after the date of this Agreement, which . Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Such Each purchase date must be at least one business day after the written notice is given and may not be the same as the Closing Date (as defined below) but not earlier than the Closing Date closing date for the Firm Shares nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 4 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. If any On each day, if any, that Additional Shares are to be purchasedpurchased (an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. The Company hereby agrees thatthat it will not, during the period ending 90 days after the date of the Prospectus (the “Restricted Period”), without the prior written consent of Xxxxxx Xxxxxxx on behalf of the Underwriters, it will not Representative (and will not publicly announce any intention to), during which consent may be withheld in the period beginning on the date hereof and ending 180 days after the date of the Prospectus, Representative’s sole discretion) (i) offerdirectly or indirectly, pledgesell, offer to sell, contract to sell, sell grant any option or contract to purchase, purchase any option or contract to sellfor the sale, grant any optionsecurity interest in, right pledge, hypothecate or warrant to purchase, lendotherwise dispose of or enter into any transaction which is designed to, or otherwise transfer could be expected to, result in the disposition (whether by actual disposition or dispose ofeffective economic disposition due to delivery of Common Stock or securities convertible into, directly exchangeable, or indirectlyexercisable for shares of Common Stock (“Securities”), in 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) (collectively, a “Disposition”), (ii) without limiting the restrictions set forth in clause (i), engage in any hedging or other transaction which is designed to or reasonably expected to lead to or result in a Disposition of shares of Common Stock or other Securities during the Restricted Period, even if such shares of Common Stock or other Securities would be disposed of by a person or entity other than the Company, or (iii) file any registration statement with the Commission relating to the offering of any shares of Common Stock or any securities convertible intoother Securities, or exercisable or exchangeable except for shares of Common Stock, or (ii) enter into any swap or other arrangement that transfers a registration statement on Form S-8 relating to another, in whole or in part, any of the economic consequences of ownership of shares of Common Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery registration of shares of Common Stock or such other securities, issuable pursuant to the Company’s equity incentive plans described in cash or otherwisethe Time of Sale Prospectus and in effect on the date of this Agreement. The foregoing sentence restrictions contained in the preceding paragraph shall not apply to (Ai) the Shares to be sold hereunder hereunder; (ii) the issuance of Common Stock or (B) other Securities upon the exercise of any equity awards issued pursuant to the Company’s equity incentive plans described in the Time of Sale Prospectus and in effect on the date of this Agreement, or the exercise of warrants or the conversion of convertible securities issued by the Company that are outstanding preferred stock into on the date hereof; (iii) the grant of any equity awards by the Company to employees, officers, directors, advisors or consultants of the Company pursuant to equity incentive plans described in the Time of Sale Prospectus and in effect on the date hereof; or (iv) the filing by the Company of a registration statement on Form S-8 with the Commission in respect of any shares of Common Stock as part of the closing of this offering, or (C) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant other Securities issued under or the conversion grant of a security outstanding any equity award pursuant to an equity incentive plan described in the Time of Sale Prospectus and in effect on the date hereof of which the Underwriters have been advised in writing prior to the date hereof provided that the Company has determined in good faith, and, to the Company's knowledge, after due inquiry, that the person to whom such shares are issued, will not offer, sell, contract to sell or otherwise dispose of such shares in contravention of any lock-up agreement between such person and the Underwritershereof.

Agreements to Sell and Purchase. The Company Fund hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company Fund the respective numbers of Firm Shares set forth in Schedule I hereto opposite its name at $______ $ a share (the "“Purchase Price"”). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company Fund agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have a one-time the right to purchase, severally and not jointly, up to _______________ Additional Shares at the Purchase Price. If you, You may exercise this right on behalf of the Underwriters, elect Underwriters in whole or from time to exercise such option, you shall so notify the Company time in writing part by giving written notice not later than 30 45 days after the date of this Agreement, which . Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Such Each purchase date must be at least one business day after the written notice is given and may not be the same as the Closing Date (as defined below) but not earlier than the Closing Date closing date for the Firm Shares nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 4 5 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. If any On each day, if any, that Additional Shares are to be purchasedpurchased (an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. The Company Fund hereby agrees that, without the prior written consent of Xxxxxx Xxxxxxx & Co. Incorporated on behalf of the Underwriters, it will not (and will not publicly announce any intention to)not, during the period beginning on the date hereof and ending 180 days after the date of the Prospectus, (i1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock Shares or any securities convertible into, into or exercisable or exchangeable for shares of Common Stock, Shares or (ii2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of shares of the Common StockShares, whether any such transaction described in clause (i1) or (ii2) above is to be settled by delivery of shares of Common Stock Shares or such other securities, in cash or otherwiseotherwise or (3) file any registration statement with the Commission relating to the offering of any Common Shares or any securities convertible into or exercisable or exchangeable for Common Shares. The foregoing sentence agreements contained in this paragraph shall not apply to (A) the Shares to be sold hereunder or (B) the conversion of outstanding preferred stock into shares of any Common Stock as part of the closing of this offering, or (C) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof of which the Underwriters have been advised in writing prior Shares issued pursuant to the date hereof provided that the Company has determined in good faith, and, to the Company's knowledge, after due inquiry, that the person to whom such shares are issued, will not offer, sell, contract to sell or otherwise dispose of such shares in contravention of any lock-up agreement between such person and the UnderwritersPlan.

Agreements to Sell and Purchase. The Company Each Seller, severally and not jointly, hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company the respective numbers of Firm Shares set forth in Schedule I hereto opposite its name such Seller at $______ a share (the "Purchase PricePURCHASE PRICE")) the number of Firm Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the number of Firm Shares to be sold by such Seller as the number of Firm Shares set forth in Schedule II hereto opposite the name of such Underwriter bears to the total number of Firm Shares. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have a one-time right to purchase, severally and not jointly, up to _______________ Additional Shares at the Purchase Price. If you, on behalf of the Underwriters, elect to exercise such option, you shall so notify the Company in writing not later than 30 days after the date of this Agreement, which notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Such date may be the same as the Closing Date (as defined below) but not earlier than the Closing Date nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 4 5 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. If any Additional Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Shares to be purchased as the number of Firm Shares set forth in Schedule I II hereto opposite the name of such Underwriter bears to the total number of Firm Shares. The Company Each Seller hereby agrees that, without the prior written consent of Xxxxxx Xxxxxxx Morgxx Xxxnxxx & Xo. Incorporated on behalf of the Underwriters, it will not (and will not publicly announce any intention to)not, during the period beginning on the date hereof and ending 180 90 days after the date of the Prospectus, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into, into or exercisable or exchangeable for shares of Common Stock, Stock or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of shares of the Common Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of shares of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Shares to be sold hereunder or hereunder, (B) the conversion of outstanding preferred stock into shares of Common Stock as part of the closing of this offering, or (C) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof of which the Underwriters have been advised in writing prior to the date hereof provided that the Company has determined in good faith, and, to the Company's knowledge, after due inquiry, that the person to whom such shares are issued, will not offer, sell, contract to sell or otherwise dispose of such shares in contravention of any lock-up agreement between such person and the Underwriters.which

Agreements to Sell and Purchase. The Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company the respective numbers of Firm Shares set forth in Schedule I hereto opposite its name at $______ a share (the "Purchase PricePURCHASE PRICE"). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have a one-time right to purchase, severally and not jointly, up to _______________ 975,000 Additional Shares at the Purchase Price. If you, on behalf of the Underwriters, elect to exercise such option, you shall so notify the Company in writing not later than 30 days after the date of this Agreement, which notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Such date may be the same as the Closing Date (as defined below) but not earlier than the Closing Date nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 4 hereof solely for the purpose of covering over-over- allotments made in connection with the offering of the Firm Shares. If any Additional Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Shares to be purchased as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. The Company hereby agrees that, without Common Stock or options described in this Clause (C) shall not be issued prior to the prior written consent of Xxxxxx Xxxxxxx on behalf of the Underwriters, it will not (and will not publicly announce any intention to), during the period beginning on the date hereof and ending 180 days 180th day after the date of the Prospectus, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into, or exercisable or exchangeable for shares of Common Stock, or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of Prospectus unless the economic consequences of ownership of shares of Common Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of shares of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Shares to be sold hereunder or (B) the conversion of outstanding preferred stock into shares of Common Stock as part of the closing of this offering, or (C) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof of which the Underwriters have been advised in writing prior to the date hereof provided that the Company has determined in good faith, and, to the Company's knowledge, after due inquiry, that the person to whom such shares are issued, will not offer, sell, contract to sell or otherwise dispose recipient of such shares in contravention or options executes and delivers to you on or before the date of any such issuance a "lock-up up" agreement between such person and substantially in the form provided to the Company by the Underwriters.

Agreements to Sell and Purchase. The Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein containedcontained in this Agreement, but subject to the conditions hereinafter statedits terms and conditions, agrees, severally and not jointly, to purchase from the Company the respective numbers of Firm Shares set forth in Schedule I hereto opposite its name at $______ $ a share (the "“Purchase Price"”). On the basis of the representations and warranties contained in this Agreement, and but subject to its terms and conditions, the Company agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have a one-time the right to purchase, severally and not jointly, up to _______________ Additional Shares at the Purchase Price. If you, You may exercise this right on behalf of the Underwriters, elect Underwriters in whole or from time to exercise such option, you shall so notify time in part by giving written notice to the Company in writing not later than 30 days after the date of this Agreement, which . Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Such Each purchase date must be at least two (2) business days after the written notice is given and may not be the same as the Closing Date (as defined below) but not earlier than the Closing Date closing date for the Firm Shares nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 4 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. If any On each day, if any, that Additional Shares are to be purchasedpurchased (an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. The Company hereby agrees that, without the prior written consent of Xxxxxx Xxxxxxx and Xxxxxx Brothers Inc. (“Xxxxxx Brothers”) on behalf of the Underwriters, it will not (and will not publicly announce any intention to)not, during the period beginning on the date hereof and ending 180 days after the date of the Prospectus, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into, into or exercisable or exchangeable for Common Stock; (ii) file or cause to be filed any registration statement with the Commission relating to the offering of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, ; or (iiiii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of shares of the Common Stock, whether any such transaction described in clause (i), (ii) or (iiiii) above is to be settled by delivery of shares of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the sale of Shares to be sold hereunder and the sale of shares of the Company’s Convertible Perpetual Preferred Stock (the “Preferred Stock”) to the underwriters in the concurrent offering pursuant to the Registration Statement or (B) the conversion issuances of outstanding preferred stock into shares of Common Stock as part the Company’s common stock (x) upon conversion, redemption exchange or otherwise pursuant to the terms of the closing Preferred Stock or the terms of this offering, our Series B common stock or (y) in connection with the special Series B common stock dividends (as such term is defined in the Prospectus) or (C) the issuance by the Company of shares of Common Stock common stock upon the exercise of an option option, or a warrant or a similar security or the conversion of a security outstanding on the date hereof and reflected in the Prospectus or (D) the grants by the Company of which options or stock under its benefit plans described in the Underwriters have been advised Prospectus or (E) the issuance by the Company of shares of Common Stock in writing prior to connection with the date hereof acquisition of, or a merger with, another company, provided that the Company has determined in good faith, and, to the Company's knowledge, after due inquiry, that the person to whom recipient of such shares are issuedagrees in writing with the Underwriters in an agreement in the form substantially identical to Exhibit D hereto, will not to offer, pledge, sell, contract to sell, sell any option or contract to purchase, grant any option, right or warrant to purchase, lend, or otherwise dispose of transfer, directly or indirectly, any such shares in contravention or options during such 180-day period without the prior written consent of any lock-up agreement between such person Xxxxxx Xxxxxxx and Xxxxxx Brothers on behalf of the Underwriters.

Agreements to Sell and Purchase. The Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company the respective numbers of Firm Shares set forth in Schedule I hereto opposite its name at $______ $ a share (the "“Purchase Price"”). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have a one-time the right to purchase, severally and not jointly, up to _______________ Additional Shares at the Purchase Price. If you, You may exercise this right on behalf of the Underwriters, elect Underwriters in whole or from time to exercise such option, you shall so notify the Company time in writing part by giving written notice not later than 30 days after the date of this Agreement, which . Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Such Each purchase date must be at least one business day after the written notice is given and may not be the same as the Closing Date (as defined below) but not earlier than the Closing Date closing date for the Firm Shares nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 4 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. If any On each day, if any, that Additional Shares are to be purchasedpurchased (an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. The Company hereby agrees that, without the prior written consent of Xxxxxx Xxxxxxx & Co. Incorporated and Bear, Xxxxxxx & Co. Inc. on behalf of the Underwriters, it will not (and will not publicly announce any intention to)not, during the period beginning on the date hereof and ending 180 days after the date of the Prospectus, (i1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into, into or exercisable or exchangeable for shares of Common Stock, Stock or (ii2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of shares of the Common Stock, whether any such transaction described in clause (i1) or (ii2) above is to be settled by delivery of shares of Common Stock or such other securities, in cash or otherwiseotherwise or (3) file any registration statement with the Commission relating to the offering of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock. The foregoing sentence restrictions contained in the preceding paragraph shall not apply to (Aa) the Shares to be sold hereunder or hereunder, (B) the conversion of outstanding preferred stock into shares of Common Stock as part of the closing of this offering, or (Cb) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant warrant, including issuances that are the subject of a Form S-8, or the conversion of a security outstanding on the date hereof of which the Underwriters have been advised in writing writing, (c) the Securities to be exchanged in connection with the Merger or (d) repurchases by the Company of its outstanding securities. Notwithstanding the foregoing, if (1) during the last 17 days of the 180-day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs; or (2) prior to the date hereof provided that expiration of the 180-day restricted period, the Company has determined in good faithannounces that it will release earnings results during the 16-day period beginning on the last day of the 180-day period, andthe restrictions imposed by this agreement 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. The Company shall promptly notify Xxxxxx Xxxxxxx & Co. Incorporated and Bear, to the Company's knowledge, after due inquiry, that the person to whom such shares are issued, will not offer, sell, contract to sell or otherwise dispose of such shares in contravention Xxxxxxx & Co. Inc. of any lockearnings release, news or event that may give rise to an extension of the initial 180-up agreement between such person and the Underwritersday restricted period.

Agreements to Sell and Purchase. The Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company the respective numbers of Firm Shares set forth in Schedule I hereto opposite its name at $[______ _] a share (the "Purchase Price"). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have a one-time right to purchase, severally and not jointly, up to _______________ 750,000 Additional Shares at the Purchase Price. If you, on behalf of the Underwriters, elect to exercise such option, you shall so notify the Company in writing not later than 30 days after the date of this Agreement, which notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Such date may be the same as the Closing Date (as defined below) but not earlier than the Closing Date nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 4 hereof solely for the purpose of covering over-allotments overallotments made in connection with the offering of the Firm Shares. If any Additional Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Shares to be purchased as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. The Company hereby agrees that, without the prior written consent of Xxxxxx Xxxxxxx & Co. Incorporated on behalf of the Underwriters, it will not (and will not publicly announce any intention to)not, during the period beginning on the date hereof and ending 180 days after the date of the Prospectus, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into, into or exercisable or exchangeable for shares of Common Stock, Stock or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of shares of the Common Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of shares of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Shares to be sold hereunder or hereunder, (B) the conversion of outstanding preferred stock into shares of Common Stock as part of the closing of this offering, or (C) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof of which the Underwriters have been advised in writing prior to writing, (C) the date hereof provided that issuance by the Company has determined in good faith, and, of shares of Common Stock or options to purchase Common Stock pursuant to the Company's knowledge1996 Stock Plan, after due inquiryits 1999 Equity Incentive Plan and its 1999 Directors' Stock Option Plan, provided in the case of this clause (C) that the person to whom any such shares are issuedof Common Stock do not vest and any such options do not vest or become exercisable during such 180-day period, will not offer, sell, contract or (D) the issuance by the Company of shares of Common Stock pursuant to sell or otherwise dispose of such shares in contravention of any lock-up agreement between such person and the UnderwritersCompany's 1999 Employee Stock Purchase Plan.

Agreements to Sell and Purchase. The Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company the respective numbers of Firm Shares set forth in Schedule I hereto opposite its name at $______ a share (the "Purchase PricePURCHASE PRICE"). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have a one-time right to purchase, severally and not jointly, up to _______________ Additional Shares at the Purchase Price. If you, on behalf of the Underwriters, elect to exercise such option, you shall so notify the Company in writing not later than 30 days after the date of this Agreement, which notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Such date may be the same as the Closing Date (as defined below) but not earlier than the Closing Date nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 4 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. If any Additional Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Shares to be purchased as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. The Company hereby agrees that, without the prior written consent of Xxxxxx Xxxxxxx Morgxx Xxxnxxx & Xo. Incorporated on behalf of the Underwriters, it will not (and will not publicly announce any intention to)not, during the period beginning on the date hereof and ending 180 days after the date of the Prospectus, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, purchase or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into, into or exercisable or exchangeable for shares of Common Stock, Stock or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of shares of the Common Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of shares of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Shares to be sold hereunder or hereunder, (B) the conversion of outstanding preferred stock into shares of Common Stock as part of the closing of this offering, or (C) the issuance by the Company of shares of Common Stock (i) upon the exercise of an option or warrant or the conversion of a security outstanding on described in the date hereof of which the Underwriters have been advised in writing prior Prospectus or (ii) to the date hereof provided that the Company has determined in good faith, and, to the Company's knowledge, after due inquiry, that the person to whom such shares are issued, will not offer, sell, contract to sell Onex Corporation or otherwise dispose of such shares in contravention of any lock-up agreement between such person and the Underwriters.an affiliate thereof ("ONEX") in

Agreements to Sell and Purchase. The Company hereby agrees to issue and sell the Firm Securities to the several UnderwritersInitial Purchasers as hereinafter provided, and each UnderwriterInitial Purchaser, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agreesagrees to purchase, severally and not jointly, to purchase from the Company the respective numbers Firm Securities at a purchase price of Firm Shares set forth in Schedule I hereto opposite its name at $______ a share 97.75% of the principal amount thereof (the "Purchase Price"), in the respective principal amount of Securities set forth opposite such Initial Purchaser's name in Schedule I hereto, plus accrued interest, if any, from May 9, 2003 to the date of payment and delivery. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Underwriters X.X. Xxxxxx Securities Inc. the Additional SharesSecurities, and the Underwriters X.X. Xxxxxx Securities Inc. shall have a one-time right to purchase, severally and not jointly, purchase up to _______________ $25,000,000 principal amount of Additional Shares Securities at the Purchase PricePrice plus accrued interest, if any, from May 9 to the date of payment and delivery. If you, on behalf of the Underwriters, elect to you exercise such option, you shall so notify the Company in writing not later than 30 13 days after the date of this Agreement, which notice shall specify the number principal amount of Additional Shares Securities to be purchased by the Underwriters X.X. Xxxxxx Securities Inc. and the date on which such shares Additional Securities are to be purchased. Such date Option Closing Date (as defined below) may be the same as the Closing Date (as defined below) but not earlier than the Closing Date nor later than ten business days after the date of such notice; provided, however, that the Option Closing Date shall be within 13 days of the period commencing with and including the Closing Date (as defined below). Additional Shares Securities may be purchased as provided in Section 4 hereof 3 solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. If any Additional Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Shares to be purchased as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm SharesSecurities. The Company hereby agrees that, without the prior written consent of X.X. Xxxxxx Xxxxxxx on behalf of the UnderwritersSecurities Inc., it will not (and will not publicly announce any intention to)not, during the period beginning on the date hereof and ending 180 90 days after the date of the Prospectusthis Agreement, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into, into or exercisable or exchangeable for shares of Common Stock, or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of shares of the Common Stock, whether any such transaction described in clause (i) above or this clause (ii) above is to be settled by delivery of shares of Common Stock or such other securities, in cash or otherwise, or (iii) file with the Securities and Exchange Commission ("Commission") a registration statement under the Securities Act relating to any additional shares of its Common Stock or securities convertible into, or exchangeable for, any shares of its Common Stock. The foregoing sentence shall not apply to (A) this Agreement or the Shares to be sold hereunder sale of the Securities under this Agreement or the issuance of the Underlying Securities, (B) the conversion grant by the Company of outstanding preferred employee, officer or director stock into options, the issuance by the Company of any shares of Common Stock as part upon the exercise of any option or warrant or the closing conversion of this offeringany security outstanding on the date hereof or upon the exercise of any option (regardless of when issued) issued under any employee, officer or director stock option or similar benefit plan, (C) the issuance by the Company of shares of Common Stock Stock, stock appreciation rights or common stock equivalents or warrants, rights or options to purchase any of the foregoing, pursuant to any employee, officer or director stock option, stock purchase or similar benefit plans, (D) the issuance by the Company of securities (and the agreement that provides for such securities) in full or partial consideration in connection with future acquisitions or strategic investments by the Company or securities of the Company issuable or issued upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof of which the Underwriters have been advised any securities issued in writing prior to the date hereof connection with any such acquisitions or strategic investments (provided that the Company has determined recipient of such securities shall agree as a condition to be bound by the terms of this paragraph for the remainder, if any, of such 90 day period) and (E) the filing of any registration statement in good faith, and, respect of the Securities and the Underlying Securities or any registration statement in respect of Common Stock or other securities pursuant to the Company's knowledgeemployee, after due inquiryofficer or director stock option, that stock purchase or other similar benefit plans. The Company will notify X.X. Xxxxxx Securities Inc. upon any issuance pursuant to clause (D) of the person to whom such shares are issued, will not offer, sell, contract to sell or otherwise dispose of such shares in contravention of any lock-up agreement between such person and the Underwriterspreceding sentence.

Agreements to Sell and Purchase. The Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon (a) On the basis of the representations representations, warranties and warranties herein containedcovenants contained in this Agreement, but and subject to the terms and conditions hereinafter statedcontained herein, agreesthe Company agrees to issue and sell to the Initial Purchasers, and the Initial Purchasers agree, severally and not jointly, to purchase from the Company Company, the respective numbers principal amount of Firm Shares Notes set forth in Schedule I hereto opposite its name as set forth on Schedule A hereto at $______ a share purchase price equal to 97.0% of the principal amount thereof (the "Purchase PricePURCHASE PRICE"). . (b) On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, (i) the Company agrees to issue and sell to the Underwriters the Additional Shares, Notes and (ii) the Underwriters Initial Purchasers shall have a one-time right right, but not the obligation, to purchase, severally and not jointly, up to _______________ the Additional Shares Notes, from the Company at the Purchase Price. If you, on behalf of the Underwriters, elect to exercise such option, you shall so notify the Company in writing not later than 30 days after the date of this Agreement, which notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Such date may be the same as the Closing Date (as defined below) but not earlier than the Closing Date nor later than ten business days after the date of such notice. Additional Shares Notes may be purchased as provided in Section 4 hereof solely for the purpose of covering over-allotments made in connection connections with the offering Offering of the Firm SharesNotes. The Initial Purchasers may exercise their right to purchase Additional Notes in whole or in part from time to time by giving written notice thereof to the Company at any time within 30 days after the date of this Agreement. Xxxxxxxxx, Xxxxxx & Xxxxxxxx Securities Corporation shall give any such notice on behalf of the Initial Purchasers and such notice shall specify the aggregate principal amount of Additional Notes to be purchased pursuant to such exercise and the date for payment and delivery thereof. The date specified in any such notice shall be a business day (i) no earlier than the Closing Date (as hereinafter defined), (ii) no later than ten business days after such notice has been given and (iii) no earlier than two business days after such notice has been given. If any Additional Shares Notes are to be purchased, each Underwriter agreesInitial Purchaser, severally and not jointly, agrees to purchase from the number Company the principal amount of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that Notes which bears the same proportion to the total number principal amount of Additional Shares Notes to be purchased from the Company as the number principal amount of Firm Shares Notes set forth in Schedule I hereto opposite the name of such Underwriter Initial Purchaser in Schedule A bears to the total number principal amount of Firm Shares. The Company hereby agrees that, without the prior written consent of Xxxxxx Xxxxxxx on behalf of the Underwriters, it will not (and will not publicly announce any intention to), during the period beginning on the date hereof and ending 180 days after the date of the Prospectus, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into, or exercisable or exchangeable for shares of Common Stock, or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of shares of Common Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of shares of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Shares to be sold hereunder or (B) the conversion of outstanding preferred stock into shares of Common Stock as part of the closing of this offering, or (C) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof of which the Underwriters have been advised in writing prior to the date hereof provided that the Company has determined in good faith, and, to the Company's knowledge, after due inquiry, that the person to whom such shares are issued, will not offer, sell, contract to sell or otherwise dispose of such shares in contravention of any lock-up agreement between such person and the UnderwritersNotes.

Agreements to Sell and Purchase. The Company Each Seller, severally and not jointly, hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from such Seller at $ a share (the Company "Purchase Price") the respective numbers number of Firm Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the number of Firm Shares to be sold by such Seller as the number of Firm Shares set forth in Schedule I hereto opposite its the name at $______ a share (of such Underwriter bears to the "Purchase Price")total number of Firm Shares. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have a one-time right to purchase, severally and not jointly, up to _______________ 1,050,000 Additional Shares at the Purchase Price. If you, on behalf of the Underwriters, elect to exercise such option, you shall so notify the Company in writing not later than 30 days after the date of this Agreement, which notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Such date may be the same as the Closing Date (as defined below) but not earlier than the Closing Date nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 4 5 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. If any Additional Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Shares to be purchased as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. The Company Each Seller hereby agrees that, without the prior written consent of Xxxxxx Xxxxxxx & Co. Incorporated on behalf of the Underwriters, it will not (and will not publicly announce any intention to)not, during the period beginning on the date hereof and ending 180 90 days after the date of the Prospectus, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into, into or exercisable or exchangeable for shares of Common Stock, Stock or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of shares of the Common Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of shares of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Shares to be sold hereunder or hereunder, (B) the conversion of outstanding preferred stock into shares of Common Stock as part of the closing of this offering, or (C) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof as described in the Prospectus, (C) the grant of which the Underwriters have been advised in writing prior options to the date hereof provided that the Company has determined in good faith, and, purchase Common Stock pursuant to the Company's knowledge1997 Stock Plan and 1998 Stock Plan, (D) the issuance by the Company of shares of Common Stock pursuant to the Company's 2000 Employee Stock Purchase Plan or (E) transactions by any person other than the Company relating to shares of Common Stock or other securities acquired in open market transactions after due inquirycompletion of the offering of the Shares. In addition, that the person to whom such shares are issuedSelling Stockholder agrees that, without the prior written consent of Xxxxxx Xxxxxxx & Co. Incorporated on behalf of the Underwriters, it will not offernot, sellduring the period ending 90 days after the date of the Prospectus, contract to sell make any demand for, or otherwise dispose of such shares in contravention exercise any right with respect to, the registration of any lock-up agreement between such person and the Underwritersshares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock.

Agreements to Sell and Purchase. The Company Each Seller, severally and not jointly, hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company the respective numbers of Firm Shares set forth in Schedule I hereto opposite its name such Seller at $______ a share (the "Purchase Price")) the number of Firm Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the number of Firm Shares to be sold by such Seller as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company DCEO agrees to sell to the Underwriters the up to __________ Additional Shares, Shares and the Underwriters shall have a one-time right to purchase, severally and not jointly, up to _______________ Additional Shares at the Purchase Price. If you, on behalf of the Underwriters, elect to exercise such option, you shall so notify the Company DCEO in writing not later than 30 days after the date of this Agreement, which notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Such date may be the same as the Closing Date (as defined below) but not earlier than the Closing Date nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 4 5 hereof solely for the purpose of covering over-over- allotments made in connection with the offering of the Firm Shares. If any Additional Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase from DCEO the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Shares to be purchased as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. The Company Each of the Company, DCEO and DuPont hereby agrees that, without the prior written consent of Xxxxxx Xxxxxxx & Co. Incorporated on behalf of the Underwriters, it will not (and will not publicly announce any intention to)not, during the period beginning on the date hereof and ending 180 90 days after the date of the Prospectus, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, lend or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into, into or exercisable or exchangeable for shares of Common Stock, Stock or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of shares of the Common Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of shares of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Shares to be sold hereunder or hereunder, (B) the conversion of outstanding preferred stock into shares of Common Stock as part of the closing of this offering, or (C) the issuance by the Company of any shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof of which the Underwriters have been advised in writing prior to the date hereof provided that writing, (C) transactions by any person other than the Company has determined relating to shares of Common Stock or other securities acquired in good faith, and, open market transactions after the completion of the offering of the Shares or (D) the grant by the Company of options to purchase shares of Common Stock or the issuance by the Company of shares of Common Stock under any of the Company's knowledgestock incentive plans as in existence on the date hereof. In addition, each of DCEO and DuPont agrees that, without the prior written consent of Xxxxxx Xxxxxxx & Co. Incorporated on behalf of the Underwriters, it will not, during the period ending 90 days after due inquirythe date of the Prospectus, that make any demand for, or exercise any right with respect to, the person to whom such shares are issued, will not offer, sell, contract to sell or otherwise dispose of such shares in contravention registration of any lock-up agreement between such person and the Underwritersshares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock.

Agreements to Sell and Purchase. The Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company the respective numbers of Firm Shares set forth in Schedule I hereto opposite its name at $______ a share (the "Purchase PricePURCHASE PRICE"). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have a one-time right to purchase, severally and not jointly, up to _______________ 2,280,000 Additional Shares at the Purchase Price. If you, on behalf of the Underwriters, elect to exercise such option, you shall so notify the Company in writing not later than 30 days after the date of this Agreement, which notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Such date may be the same as the Closing Date (as defined below) but not earlier than the Closing Date nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 4 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. If any Additional Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Shares to be purchased as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. The Company hereby agrees that, without the prior written consent of Xxxxxx Xxxxxxx Morgan Stanley & Co. Incorporated on behalf of the Underwriters, it will not (and will not publicly announce any intention to)xxx, during the dxxxxx xhe period beginning on the date hereof and ending 180 90 days after the date of the Prospectus, : (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into, into or exercisable or exchangeable for shares of Common Stock, ; or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of shares of the Common Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of shares of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the sale of the Shares to be sold hereunder or hereunder, (B) the conversion of outstanding preferred stock into shares of Common Stock as part of the closing of this offering, or (C) the issuance by the Company of shares of Common Stock upon the exercise of an option outstanding under the Company's existing stock option plan or the issuance of new options thereunder or any warrant or the conversion of a security outstanding on the date hereof of which the Underwriters have been advised in writing prior to the date hereof provided that hereof, or (C) the issuance and sale to AIG of shares of Common Stock pursuant to the exercise by AIG of the AIG Option and the Purchase Agreement between the Company has determined and AIG dated November 19, 2001 (the "PURCHASE AGREEMENT"), as such agreements are more fully described in good faith, and, to the Company's knowledge, after due inquiry, that Prospectus under the person to whom such shares are issued, will not offer, sell, contract to sell or otherwise dispose caption "Certain Relationships And Related Transactions -- AIG Option and Concurrent Purchase of such shares in contravention of any lock-up agreement between such person and the UnderwritersCommon Shares."

Agreements to Sell and Purchase. The Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company the respective numbers of Firm Shares set forth in Schedule I hereto opposite its name at $______ a share (the "Purchase PricePURCHASE PRICE")) the respective number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to issue and sell to the Underwriters the Additional Shares, and the Underwriters shall have a one-time right to purchase, severally and not jointly, up to _______________ 525,000 Additional Shares at the Purchase Price. If you, on behalf of the Underwriters, elect to exercise such option, you shall so notify the Company in writing not later than 30 days after the date of this Agreement, which notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Such date may be the same as the Closing Date (as defined below) but not earlier than the Closing Date nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 4 hereof solely for the purpose of covering over-over- allotments made in connection with the offering of the Firm Shares. If any Additional Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Shares to be purchased as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. The Company hereby agrees that, without the prior written consent of Xxxxxx Xxxxxxx on behalf of the Underwriters, it will not (and will not publicly announce any intention to)not, during the period beginning on the date hereof and ending 180 days after the date of the Prospectus, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into, into or exercisable or exchangeable for shares of Common Stock, Stock or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of shares of the Common Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of shares of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Shares to be sold hereunder or hereunder, (B) the conversion of outstanding preferred stock into shares of Common Stock as part of the closing of this offering, or (C) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof of which the Underwriters have been advised in writing prior or (C) the grant or exercise of options to the date hereof provided that the Company has determined in good faith, and, to purchase Common Stock under the Company's knowledge, after due inquiry, that the person to whom such shares are issued, will not offer, sell, contract to sell or otherwise dispose of such shares in contravention of any lock-up agreement between such person and the Underwritersemployee benefit plans.

Agreements to Sell and Purchase. The Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company the respective numbers of Firm Shares set forth in Schedule I hereto opposite its name at $______ a share (the "Purchase PricePURCHASE PRICE"). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have a one-one- time right to purchase, severally and not jointly, up to _______________ 2,640,000 Additional Shares at the Purchase Price. If you, on behalf of the Underwriters, elect to exercise such option, you shall so notify the Company in writing not later than 30 days after the date of this Agreement, which notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Such date may be the same as the Closing Date (as defined below) but not earlier than the Closing Date nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 4 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. If any Additional Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Shares to be purchased as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. The Company hereby agrees that, without the prior written consent of Xxxxxx Xxxxxxx & Co. Incorporated on behalf of the Underwriters, it will not (and will not publicly announce any intention to)not, during the period beginning on the date hereof and ending 180 days after the date of the Prospectus, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock Shares or any securities convertible into, into or exercisable or exchangeable for shares of Common Stock, Shares or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of shares of the Common StockShares, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of shares of Common Stock Shares or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Shares to be sold hereunder or hereunder, (B) the conversion of outstanding preferred stock into shares of Common Stock as part of the closing of this offering, or (C) the issuance by the Company of shares of Common Stock Shares upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof of which the Underwriters have been advised in writing, (C) issuances of stock options, restricted stock or other awards granted pursuant to the Company's employee equity incentive plan or non-employee directors' equity incentive plan as described in the Prospectus; provided that such awards do not become exercisable or vest during such 180-day period, or (D) issuances of Common Shares in connection with the merger or amalgamation with, or acquisition of another corporation or entity or the acquisition of the assets or properties of any such corporation or entity and the related entry into a merger, amalgamation or acquisition agreement with respect to such merger, amalgamation or acquisition, so long as each of the recipients of the Common Shares agrees in writing prior to the date hereof consummation of any such transaction, pursuant to an instrument in form and substance reasonably satisfactory to Xxxxxx Xxxxxxx & Co. Incorporated, to be bound by the provisions of this paragraph for the remainder of such 180-day period as if such recipients were the Company, and the public announcements and related filings of registration statements with respect to any such issuances; provided that if the Company has determined in good faithis unable to obtain signed, and, to the Company's knowledge, after due inquiry, that the person to whom such shares are issued, will not offer, sell, contract to sell or otherwise dispose of such shares in contravention of any written lock-up agreement between agreements from the recipients of the Common Shares in connection with a merger, amalgamation or acquisition as described in clause (D) of this paragraph, then only the entry into the merger, amalgamation or acquisition agreement, the public announcement of such person transaction and the Underwritersrelated filing of a registration statement shall be permitted and not the related issuance of the Common Shares.

Agreements to Sell and Purchase. The Company Each Selling Stockholder, severally and not jointly, hereby agrees to sell to the several Underwriters, Underwriters the number of Firm Shares set forth opposite its name on Schedule III hereto and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company Selling Stockholders the respective numbers number of Firm Shares set forth in Schedule I II hereto opposite its name at a purchase price of $______ a 16.8437 per share (the "“Purchase Price"”). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company each Selling Stockholder, severally and not jointly, agrees to sell to the Underwriters the number of Additional SharesShares set forth opposite its name on Schedule III hereto, and the Underwriters shall have a one-time the right to purchase, severally and not jointly, up to _______________ an aggregate of 3,966,060 Additional Shares at the Purchase PriceShares. If you, Deutsche Bank and Xxxxxx Brothers may exercise these rights on behalf of the Underwriters, elect Underwriters in whole or from time to time in part by giving written notice of each election to exercise such option, you shall so notify the Company in writing option not later than 30 days after the date of this Agreement, which . Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares securities are to be purchased. Such Each purchase date must be at least one business day after the written notice is given and may not be the same as the Closing Date (as defined below) but not earlier than the Closing Date for the Firm Shares nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 4 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. If any On each day, if any, that Additional Shares are to be purchasedpurchased (each, an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares securities as you the Underwriters may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule I II hereto opposite the name of such Underwriter bears to the total number of Firm Shares. To the extent the Underwriters elect to purchase less than the full number of Additional Shares, such shares shall be sold pro rata, subject to rounding, based on the ratio that the number of Additional Shares set forth opposite the name of such Selling Stockholder bears to 3,966,060. The Company and each Selling Stockholder hereby agrees that, without the prior written consent of Deutsche Bank and Xxxxxx Xxxxxxx Brothers on behalf of the Underwriters, it will not (and will not publicly announce any intention to)not, during the period beginning on the date hereof and ending 180 90 days after the date of the Prospectus, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Class A Common Stock or any securities convertible into, into or exercisable or exchangeable for shares of Class A Common Stock, (ii) file any registration statement with the Commission relating to the offering of any shares of Class A Common Stock or (iiiii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of shares of the Class A Common Stock, whether any such transaction described in clause (i), (ii) or (iiiii) above is to be settled by delivery of shares of Class A Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (Ai) the Shares to be sold hereunder or hereunder, (B) the conversion of outstanding preferred stock into shares of Common Stock as part of the closing of this offering, or (Cii) the issuance by the Company of shares of Class A Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof and as described in the Prospectus (or filing a registration statement with the Commission related to the issuance or resale of which such Class A Common Stock), (iii) the Underwriters have been advised issuance by the Company of shares of Class A Common Stock in writing prior connection with the acquisition of Xspedius Communications, LLC as described in the Prospectus (or the filing of amendments to the Registration Statement on Form S-4 filed with the Commission on September 1, 2006 relating to this acquisition) (iv) the issuance by the Company of any shares of Class A Common Stock, options or other securities to or for the benefit of employees of the Company on or after the date hereof provided that the Company has determined in good faith, and, pursuant to the Company's knowledge, after due inquiry, that ’s employee stock ownership plan or equity incentive plans as described in the person Time of Sale Prospectus or the Registration Statement and the issuance by the Company of shares of Class A Common Stock upon the exercise of any such options (or filing a registration statement with the Commission related to whom such shares are issued, will not offer, sell, contract to sell the issuance or otherwise dispose resale of such Class A Common Stock), (v) direct or indirect transfers or disposals by any of the Selling Stockholders of shares of Class A Common Stock or any security convertible into or exercisable or exchangeable for Class A Common Stock, provided that each transferee shall enter into a written agreement accepting the restrictions set forth in contravention the preceding paragraph and this paragraph as if it were a Selling Stockholder, (vi) the tender by any of the Selling Stockholders of shares of Class A Common Stock into a tender offer for all of the shares of Class A Common Stock or the indirect transfer or disposal of shares of Class A Common Stock or any security convertible into or exercisable or exchangeable for the Class A Common Stock as part of a business combination transaction involving the Class A Common Stock, and (vii) transactions by the Selling Stockholders relating to shares of Class A Common Stock or other securities acquired in open market transactions after the completion of the Offering. In addition, each Selling Stockholder, agrees that, without the prior written consent of Deutsche Bank and Xxxxxx Brothers on behalf of the Underwriters, it will not, during the period ending 90 days after the date of the Prospectus, make any demand for, or exercise any right with respect to, the registration of any lock-up agreement between shares of Class A Common Stock or any security convertible into or exercisable or exchangeable for Class A Common Stock. Each Selling Stockholder consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of any Shares held by such person and Selling Stockholder except in compliance with the Underwritersforegoing restrictions.

Agreements to Sell and Purchase. The Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company the respective numbers of Firm Shares set forth in Schedule I hereto opposite its name at $______ a share (the "Purchase PricePURCHASE PRICE"). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have a one-time right to purchase, severally and not jointly, up to _______________ Additional Shares at the Purchase Price. If you, on behalf of the Underwriters, elect to exercise such option, you shall so notify the Company in writing not later than 30 days after the date of this Agreement, which notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Such date may be the same as the Closing Date (as defined below) but not earlier than the Closing Date nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 4 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. If any Additional Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Shares to be purchased as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. The Company hereby agrees that, without the prior written consent of Xxxxxx Xxxxxxx & Co. Incorporated on behalf of the Underwriters, it will not (and will not publicly announce any intention to)not, during the period beginning on the date hereof and ending 180 days after the date of the Prospectus, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into, into or exercisable or exchangeable for shares of Common Stock, Stock or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of shares of the Common Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of shares of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Shares to be sold hereunder or hereunder, (B) the conversion of outstanding preferred stock into shares of Common Stock as part of the closing of this offering, or (C) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof of which the Underwriters have been advised in writing prior writing, or (C) the issuance by the Company of options to purchase Common Stock, or the date hereof direct issuance by the Company of Common Stock, that are made pursuant to a stock option or other employee compensation plan described in the Prospectus, provided that the Company has determined person acquiring such options or Common Stock agrees in good faith, and, writing to the Company's knowledge, after due inquiry, that restriction set forth in the person to whom such shares are issued, will not offer, sell, contract to sell or otherwise dispose of such shares in contravention of any lock-up agreement between such person and the Underwritersforegoing sentence.

Agreements to Sell and Purchase. The Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company the respective numbers of Firm Shares set forth in Schedule I hereto opposite its name at $______ 4.275 a share (the "“Purchase Price"”). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have a one-time the right to purchase, severally and not jointly, up to _______________ 5,200,000 Additional Shares at the Purchase Price. If you, on behalf of the Underwriters, elect to exercise such optionoption in whole or from time to time in part, you Xxxxxx Xxxxxxx & Co., Incorporated (“Xxxxxx Xxxxxxx”) shall so notify the Company in writing not later than 30 days after the date of this Agreement, which . Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Such Each purchase date must be at least one business day after the written notice is given and may not be the same as the Closing Date (as defined below) but not earlier than the Closing Date for the Firm Shares nor later than ten business days after the date of such notice. Should such date be subsequent to the Closing Date, Xxxxxx Xxxxxxx shall provide such notice no later than three days prior to such date. Additional Shares may be purchased as provided in Section 4 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. If any Additional Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Shares to be purchased as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. The Company hereby agrees that, without the prior written consent of Xxxxxx Xxxxxxx on behalf of the Underwriters, it will not (and will not publicly announce any intention to)not, during the period beginning on the date hereof and ending 180 90 days after the date of the Prospectus, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into, into or exercisable or exchangeable for shares of Common Stock, Stock or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of shares of the Common Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of shares of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Shares to be sold hereunder or hereunder, (B) the conversion of outstanding preferred stock into shares of Common Stock as part of the closing of this offering, or (C) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof hereof, or in the case of an option granted after the date hereof, pursuant to existing employee benefit plans of the Company or any of its subsidiaries, of which the Underwriters have been advised in writing prior to writing, (C) the date hereof provided that granting by the Company has determined of any options to purchase shares of Common Stock or any restricted stock units or the sale by the Company of any shares of Common Stock, in good faitheach case pursuant to any existing employee benefit plan or direct stock plan of the Company or any of its subsidiaries, and(D) the issuance by the Company of any shares of Common Stock in connection with the acquisition of or merger with or into any other company or the acquisition of any assets, to the Company's knowledgeor (E) transfers and dispositions between one or more affiliates of Texas Pacific Group or partners, after due inquiryshareholders or members of any such affiliate, provided, that in the person case of any issuance, transfer or disposition pursuant to whom such shares are issuedclause (D) or (E), will not offer, sell, contract to sell or otherwise dispose (i) each recipient of such shares shall agree in contravention writing, for the benefit of any lock-up agreement between such person and Xxxxxx Xxxxxxx on behalf of the Underwriters, that such shares shall remain subject to restrictions identical to those contained in the first sentence of this paragraph for the remainder of the period for which the Company is bound thereunder, and each such recipient shall execute and deliver to Xxxxxx Xxxxxxx a duplicate of such writing, and (ii) if a filing by any party to such issuance, transfer or disposition (issuer, transferor, disposer, recipient or transferee) under Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), shall be required in connection with such issuance, transfer or disposition (other than a filing on a Form 5 made after the expiration of the 90-day period referred to above), such party shall provide Xxxxxx Xxxxxxx no less than seven days prior written notice of such filing (it being understood that no such filing shall be made by any such party if not required to be made under the Exchange Act).

Agreements to Sell and Purchase. The Company Corporation hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointlyjointly (nor jointly and severally), to purchase from the Company Corporation at US$59.75 per Share (the “Purchase Price”) all (but not less than all) of the Firm Shares in the respective numbers of Firm Shares amounts set forth in Schedule I hereto opposite its name at $______ a share (the "Purchase Price")such Underwriter’s name. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company Corporation grants an option to the Underwriters to acquire the Additional Shares accordance with this paragraph and agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have a one-time the right to purchase, severally and not jointlyjointly (nor jointly and severally), up to _______________ 1,256,250 Additional Shares at the Purchase Price. If youRBC Dominion Securities Inc., CIBC World Markets Inc. and BMO Xxxxxxx Xxxxx Inc. may exercise this right on behalf of the Underwriters, elect Underwriters in whole or in part or from time to exercise such option, you shall so notify the Company in writing time by giving written notice not later than 30 days after the date of this Agreement, which Closing Date. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Such Each purchase date must be at least three business days after the written notice is given and may not be the same as the Closing Date (as defined below) but not earlier than the Closing Date closing date for the Firm Shares nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 4 5 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm SharesShares and for market stabilization purposes. If any On each day, if any, that Additional Shares are to be purchasedpurchased (an “Option Closing Date”), each Underwriter agrees, severally and not jointlyjointly (nor jointly and severally), to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. The Company hereby agrees that, without the prior written consent of Xxxxxx Xxxxxxx on behalf In consideration of the Underwriters, it will not (and will not publicly announce any intention to), during the period beginning agreement on the date hereof and ending 180 days after the date of the Prospectus, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into, or exercisable or exchangeable for shares of Common Stock, or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of shares of Common Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of shares of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Shares to be sold hereunder or (B) the conversion of outstanding preferred stock into shares of Common Stock as part of the several Underwriters to purchase the Shares and to offer them to the public pursuant to the Prospectuses, the Underwriters shall be entitled to receive from the Corporation at the time of closing of this offering, or on the Closing Date (Cas hereinafter defined) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion Option Closing Date (as hereinafter defined), as applicable, a fee equal to 4.0% of a security outstanding the gross proceeds to the Corporation from the Shares purchased on the date hereof of which Closing Date or the Underwriters have been advised in writing prior to the date hereof provided that the Company has determined in good faithOption Closing Date, and, to the Company's knowledge, after due inquiry, that the person to whom such shares are issued, will not offer, sell, contract to sell or otherwise dispose of such shares in contravention of any lock-up agreement between such person and the Underwritersas applicable.

Agreements to Sell and Purchase. The Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon Upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, each Selling Shareholder hereby agrees, severally and not jointly, to sell to the several Underwriters the number of Firm Shares set forth opposite its name on Schedule I hereto, and each Underwriter hereby agrees, severally and not jointly, to purchase from such Selling Shareholder at $[ l ] a share (the Company “Purchase Price”) the respective numbers number of Firm Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the number of Firm Shares to be sold by such Selling Shareholder as the number of Firm Shares set forth in Schedule I II hereto opposite its the name at $______ a share (of such Underwriter bears to the "Purchase Price")total number of Firm Shares. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees each Selling Shareholder agrees, severally and not jointly, to sell to the Underwriters up to the number of Additional SharesShares set forth opposite such Selling Shareholder’s name on Schedule I hereto, and the Underwriters shall have a one-time the right to purchase, severally and not jointly, up to _______________ [ l ] Additional Shares at the Purchase Price, provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company and payable on the Firm Shares but not payable on such Additional Shares. If you, You may exercise this right on behalf of the Underwriters, elect Underwriters in whole or from time to exercise such option, you shall so notify the Company time in writing part by giving written notice not later than 30 days after the date of this Agreement, which . Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Such Each purchase date must be at least one business day after the written notice is given and may not be the same as the Closing Date (as defined below) but not earlier than the Closing Date closing date for the Firm Shares nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 4 5 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. If any On each day, if any, that Additional Shares are to be purchasedpurchased (an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule I II hereto opposite the name of such Underwriter bears to the total number of Firm Shares. The Company hereby agrees that, without the prior written consent of at least two of Xxxxxx Xxxxxxx & Co. LLC, Xxxxx Fargo Securities, LLC and Barclays Capital Inc. on behalf of the Underwriters, it will not (and will not publicly announce any intention to)not, during the period beginning on the date hereof and ending 180 days after the date of the ProspectusProspectus (the “Restricted Period”), (i1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock beneficially owned (as such term is used in Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or any other securities so owned convertible into, into or exercisable or exchangeable for shares of Common Stock, Stock or (ii2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of shares of the Common Stock, whether any such transaction described in clause (i1) or (ii2) above is to be settled by delivery of shares of Common Stock or such other securities, in cash or otherwiseotherwise or (3) file any registration statement with the Commission relating to the offering of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock. The foregoing sentence restrictions contained in the preceding paragraph shall not apply to (Aa) the Shares to be sold hereunder or hereunder, (B) the conversion of outstanding preferred stock into shares of Common Stock as part of the closing of this offering, or (Cb) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof of which the Underwriters have been advised in writing prior to or (c) the date hereof provided issuance by the Company of shares of Common Stock in connection with any strategic acquisition provided, that the aggregate number of shares of Common Stock that the Company has may issue or agree to issue pursuant to this clause (c) shall not exceed 5% of the total number of shares of Common Stock issued and outstanding immediately following the completion of the transactions contemplated by this Agreement (determined in good faithon a fully-diluted basis and as adjusted for stock splits, and, to stock dividends and other similar events after the Company's knowledge, after due inquirydate hereof); and provided further, that the person to whom such shares are issued, will not offer, sell, contract to sell or otherwise dispose each recipient of such shares in contravention of any Common Stock agrees to sign a lock-up agreement between letter substantially in the form attached hereto with respect to the remaining portion of the Restricted Period. If at least two of Xxxxxx Xxxxxxx & Co. LLC, Xxxxx Fargo Securities, LLC and Barclays Capital Inc., in the sole discretion of each, agrees to release or waive the restrictions set forth in a lock-up letter described in Section 6(k) hereof for an officer or director of the Company and provides the Company with notice of the impending release or waiver at least three business days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit B hereto through a major news service at least two business days before the effective date of the release or waiver. The provisions of this paragraph will not apply if (a) the release or waiver is effected solely to permit a transfer not for consideration and (b) the transferee has agreed in writing to be bound by the same terms described in this letter to the extent and for the duration that such person and terms remain in effect at the Underwriterstime of the transfer.

Agreements to Sell and Purchase. The Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company the respective numbers of Firm Shares set forth in Schedule I hereto opposite its name at $_______ a share (the "Purchase Price"). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have a one-time right to purchase, severally and not jointly, up to _______________ 450,000 Additional Shares at the Purchase Price. If you, on behalf of the Underwriters, elect to exercise such option, you shall so notify the Company in writing not later than 30 days after the date of this Agreement, which notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Such date may be the same as the Closing Date (as defined below) but not earlier than the Closing Date nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 4 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. If any Additional Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Shares to be purchased as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. The Company hereby agrees that, without the prior written consent of Xxxxxx Xxxxxxx & Co. Incorporated on behalf of the Underwriters, it will not (and will not publicly announce any intention to)not, during the period beginning on the date hereof and ending 180 days after the date of the Prospectus, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into, into or exercisable or exchangeable for shares of Common Stock, Stock or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of shares of the Common Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of shares of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Shares to be sold hereunder or hereunder, (B) the conversion of outstanding preferred stock into shares of Common Stock as part of the closing of this offering, or (C) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof that is described in the Prospectus or of which the Underwriters have been advised in writing prior to or (C) the date hereof provided that issuance by the Company has determined in good faith, and, of shares of Common Stock or options to purchase shares of Common Stock pursuant to the Company's knowledgestock plans as described in the Prospectus, after due inquiryprovided, that that, the person recipient of any such option or shares shall exercise and deliver to whom such shares are issued, will not offer, sell, contract to sell you on or otherwise dispose before the date of such shares in contravention of any issuance a "lock-up up" agreement between such person and substantially in the Underwritersform of Exhibit A hereto.

Agreements to Sell and Purchase. The Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company the respective numbers of Firm Shares set forth in Schedule I hereto opposite its name at $______ 21.4975 a share (the "Purchase PricePURCHASE PRICE"). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have a one-time right to purchase, severally and not jointly, up to _______________ 450,000 Additional Shares at the Purchase Price. If you, on behalf of the Underwriters, elect to exercise such option, you shall so notify the Company in writing not later than 30 days after the date of this Agreement, which notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Such date may be the same as the Closing Date or the Option Closing Date, as the case may, (as defined below) but not earlier than the Closing Date nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 4 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. If any Additional Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Shares to be purchased as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. The Company hereby agrees that, without the prior written consent of Xxxxxx Xxxxxxx & Co. Incorporated on behalf of the Underwriters, it will not (and will not publicly announce any intention to)not, during the period beginning on the date hereof and ending 180 90 days after the date of the Prospectus, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into, into or exercisable or exchangeable for shares of Common Stock, Stock or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of shares of the Common Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of shares of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Shares to be sold hereunder or (B) the conversion of outstanding preferred stock into shares of Common Stock as part of the closing of this offering, or (C) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof of which the Underwriters have been advised in writing prior to the date hereof provided that the Company has determined in good faith, and, to under the Company's knowledgeDividend Reinvestment Plan, after due inquiryits Stock Option and Incentive Plan, that or the person to whom such shares are issuedXxxxxxxx Xxxx Agreement, will not offeror upon conversion of the Series A Cumulative Convertible Preferred Stock, sell, contract to sell the Series B Cumulative Convertible Preferred Stock or otherwise dispose of such shares in contravention of any lock-up agreement between such person and the UnderwritersSeries C Cumulative Convertible Preferred Stock.