Common use of Agreements to Sell and Purchase Clause in Contracts

Agreements to Sell and Purchase. 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 “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 Additional Shares, and the Underwriters shall have the right to purchase, severally and not jointly, up to 865,000 Additional Shares at the Purchase Price. You may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice not later than 30 days after the date of this Agreement. 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. Each purchase date must be at least one business day after the written notice is given and may not be 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 5 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. On each day, if any, that Additional Shares are to be purchased (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 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 Mxxxxx Sxxxxxx on behalf of the Underwriters, it will not, during the period ending 180 days after the date of the Prospectus, (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 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, except for registration statements on Form S-8 (or equivalent forms). The restrictions contained in the preceding paragraph shall not apply to (a) the Shares to be sold hereunder, (b) the issuance by the Company of restricted shares of Common Stock or options to acquire Common Stock pursuant to the Company’s employee benefit plans, stock option plans or other employee compensation plans described in the Prospectus, (c) the issuance by the Company of shares of Common Stock upon the exercise of an option that was issued pursuant to the Company’s employee benefit plans, stock option plans or other employee compensation plans described in the Prospectus, (d) the issuance by the Company of shares of Common Stock upon exercise of a warrant or the conversion of a security outstanding on the date hereof that has been disclosed in the Prospectus or of which the Underwriters have been advised in writing, or (e) the issuance by the Company of up to an aggregate of three hundred thousand (300,000) shares of Common Stock (or securities convertible into or exercisable or exchangeable for Common Stock) in connection with acquisitions or other business combinations, strategic alliances or similar relationships, including, without limitation, relationships with original equipment manufacturers, distributors, resellers and suppliers; provided that such recipient shall sign and deliver a lock-up agreement in the form attached hereto as Exhibit A. 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 the preceding paragraph 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 Mxxxxx Sxxxxxx 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. 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 “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 Additional Shares, and the Underwriters shall have the right to purchase, severally and not jointly, up to 865,000 ___ Additional Shares at the Purchase Price. You Mxxxxx Sxxxxxx may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice not later than 30 days after the date of this Agreement. 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. Each purchase date must be at least one business day after the written notice is given and may not be 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 5 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. On each day, if any, that Additional Shares are to be purchased (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 Mxxxxx Sxxxxxx 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 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 Mxxxxx Sxxxxxx on behalf of the Underwriters, it will not, during the period ending 180 days after the date of the Prospectus, (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 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, except for registration statements on Form S-8 (or equivalent forms). The restrictions contained in the preceding paragraph shall not apply to (a) the Shares to be sold hereunder, (b) the issuance by the Company of restricted shares of Common Stock upon the exercise of an option or options to acquire Common Stock pursuant to warrant or the Company’s employee benefit plans, stock option plans or other employee compensation plans described conversion of a security outstanding on the date hereof of which are disclosed in the Prospectus, (c) the issuance by the Company of shares of of, or options to purchase shares of, Common Stock upon to employees, officers, directors, advisors or consultants of the exercise of an option that was issued Company pursuant to the Company’s employee benefit plans, stock option plans or other employee compensation plans described in the Prospectus, provided that, prior to the issuance of any such shares or the grant of any such options where the shares subject to such option vest within the period ending 180 days after the date of the Prospectus, the Company shall cause each recipient of such grant or issuance to execute and deliver to you a “lock-up” agreement, substantially in the form of Exhibit A hereto, (d) the issuance filing by the Company of registration statements on Form S-8, (e) transactions by a Selling Stockholder relating to shares of Common Stock or other securities acquired in open market transactions after the completion of the offering of the Shares, provided that no filing under Section 16(a) of the Exchange Act, shall be required or shall be voluntarily made in connection with subsequent sales of Common Stock or other securities acquired in such open market transactions, (f) transfers by a Selling Stockholder of shares of Common Stock upon exercise of or any security convertible into Common Stock as a warrant or the conversion of a security outstanding on the date hereof bona fide gift; provided that has been disclosed in the Prospectus case of any transfer or distribution pursuant to clause (f), (1) each donee shall enter into a written agreement accepting the restrictions set forth in the preceding paragraph and this paragraph as if it were a Selling Stockholder and (2) no filing under Section 16(a) of which the Underwriters have been advised Exchange Act, reporting a reduction in writingbeneficial ownership of shares of Common Stock, shall be required or shall be voluntarily made in respect of the transfer during the 180-day restricted period, or (eg) the issuance by establishment of a trading plan pursuant to Rule 10b5-1 under the Company Exchange Act, for the transfer of up to an aggregate shares of three hundred thousand (300,000) Common Stock, provided that such plan does not provide for the transfer of Common Stock during the 180-day restricted period. In addition, each Selling Stockholder, agrees that, without the prior written consent of Mxxxxx Sxxxxxx on behalf of the Underwriters, it will not, during the period ending 180 days after the date of the Prospectus, make any demand for, or exercise any right with respect to, the registration of any shares of Common Stock (or securities 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 connection compliance with acquisitions or other business combinations, strategic alliances or similar relationships, including, without limitation, relationships with original equipment manufacturers, distributors, resellers and suppliers; provided that such recipient shall sign and deliver a lock-up agreement in the form attached hereto as Exhibit A. foregoing restrictions. 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 the preceding paragraph 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 Mxxxxx Sxxxxxx 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. Each Seller, severally and not jointly, 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, the conditions hereinafter statedCompany agrees to issue and sell, and each Underwriter agrees, severally and not jointly, to purchase from such Seller the Company at a price per share of $___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 Sharesin Schedule I hereto. 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, Shares and the Underwriters shall have the right to purchase, severally and not jointly, up to 865,000 255,000 Additional Shares from the Company at the Purchase Price. You may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice not later than 30 days after the date of this Agreement. 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. Each purchase date must be at least one business day after the written notice is given and may not be 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 5 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. On each dayThe 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), if any, that (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 (an “Option Closing Date”)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 on such Option Closing Date from the Company as the number of Firm Shares set forth in Schedule II hereto opposite the name of such Underwriter in Schedule I bears to the total number of Firm Shares. The Company hereby agrees thatand the Company shall, without concurrently with the prior written consent execution of Mxxxxx Sxxxxxx on behalf this Agreement, deliver an agreement executed by (i) each of the Underwriters, it will not, during the period ending 180 days after the date directors and officers of the ProspectusCompany, and (1ii) each stockholder listed on Annex I hereto, pursuant to which each such person agrees, not to offer, 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 or dispose of, directly or indirectly, of any shares common stock of Common Stock the Company 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 such common stock or in part, any other manner transfer all or a portion of the economic consequences of associated with the 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 securitiescommon stock, in cash or otherwise or (3) file any registration statement with the Commission relating except to the offering Underwriters pursuant to this Agreement, for a period of any shares 180 days after the date of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stockthe Prospectus without the prior written consent of The Robixxxx-Xxxxxxxx Xxxpany, except for registration statements on Form S-8 Inc. Notwithstanding the foregoing, during such period (or equivalent forms). The restrictions contained in the preceding paragraph shall not apply to (ai) the Shares to be sold hereunder, (b) the issuance by the Company of restricted shares of Common Stock or may grant stock options to acquire Common Stock pursuant to the Company’s employee benefit plans, stock option plans or other employee compensation plans described in the Prospectus, 's 1997 Stock Option Plan and (cii) the issuance by the Company of may issue shares of Common Stock its common stock upon the exercise of an option that was issued pursuant to the Company’s employee benefit plans, stock option plans or other employee compensation plans described in the Prospectus, (d) the issuance by the Company of shares of Common Stock upon exercise of a warrant or the conversion of a security outstanding on the date hereof that has been disclosed in the Prospectus or of which the Underwriters have been advised in writing, or (e) the issuance by the Company of up to an aggregate of three hundred thousand (300,000) shares of Common Stock (or securities convertible into or exercisable or exchangeable for Common Stock) in connection with acquisitions or other business combinations, strategic alliances or similar relationships, including, without limitation, relationships with original equipment manufacturers, distributors, resellers and suppliers; provided that such recipient shall sign and deliver a lock-up agreement in the form attached hereto as Exhibit A. 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 the preceding paragraph 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 Mxxxxx Sxxxxxx of any earnings release, news or event that may give rise to an extension of the initial 180-day restricted periodhereof.

Agreements to Sell and Purchase. Each Seller, severally and not jointly, 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 such Seller at $___a share (the “Purchase Price”) Company 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 respective numbers of Firm Shares set forth in Schedule II I hereto opposite its name at $11.16 a share (the name of such Underwriter bears to the total number of Firm Shares"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 the a one-time right to purchase, severally and not jointly, up to 865,000 600,000 Additional Shares at the Purchase Price. You may exercise this right If you, on 10 behalf of the Underwriters Underwriters, elect to exercise such option, you shall so notify the Company in whole or from time to time in part by giving written notice writing not later than 30 days after the date of this Agreement. Any exercise , 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. Each purchase Such date must may be at least one business day after the written notice is given and may same as the Closing Date (as defined below) but not be earlier than the closing date for the Firm Shares Closing Date nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 5 4 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. On each day, if any, that If any Additional Shares are to be purchased (an “Option Closing Date”)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 Option Closing Date as the number of Firm Shares set forth in Schedule II 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 Mxxxxx Sxxxxxx Xxxxxx Xxxxxxx & Co. Incorporated on behalf of the Underwriters, it will not, during the period ending 180 days after the date of the Prospectus, (1i) 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 or exercisable or exchangeable for Common Capital Stock or (2ii) 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 Capital Stock, whether any such transaction described in clause (1i) or (2ii) above is to be settled by delivery of Common Capital 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, except for registration statements on Form S-8 (or equivalent forms)otherwise. The restrictions contained in the preceding paragraph foregoing sentence shall not apply to (aA) the Shares to be sold hereunder, (b) the issuance by the Company of restricted shares of Common Stock or options to acquire Common Stock pursuant to the Company’s employee benefit plans, stock option plans or other employee compensation plans described in the Prospectus, (cB) the issuance by the Company of shares of Common Capital Stock upon the exercise of an option that was issued pursuant to the Company’s employee benefit plans, stock option plans or other employee compensation plans described in the Prospectus, (d) the issuance by the Company of shares of Common Stock upon exercise of a warrant or the conversion of a security outstanding on the date hereof that has been disclosed in the Prospectus or of which the Underwriters have been advised in 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, (eD) the issuance by any issuances to officers or employees of the Company of up shares of Capital Stock pursuant to an aggregate the Securities Purchase and Holders Agreement dated July 29, 1994, by and among the Company and the shareholders set 11 forth therein or (E) the conversion, in accordance with the terms thereof, of three hundred thousand (300,000) shares of Common Stock (or securities convertible into or exercisable or exchangeable for shares of Class B Common Stock) in connection with acquisitions , or other business combinations, strategic alliances or similar relationships, including, without limitation, relationships with original equipment manufacturers, distributors, resellers and suppliers; provided that such recipient shall sign and deliver a lock-up agreement in the form attached hereto as Exhibit A. 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 shares 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 the preceding paragraph 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 Mxxxxx Sxxxxxx of any earnings release, news or event that may give rise to an extension of the initial 180-day restricted periodClass B Common Stock into Common Stock.

Agreements to Sell and Purchase. Each Seller, severally and not jointly, 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 such Seller at $___a share (the “Purchase Price”) Company 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 respective numbers of Firm Shares set forth in Schedule II I hereto opposite its name at $[ ] a share (the name of such Underwriter bears to the total number of Firm Shares"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 the a one-time right to purchase, severally and not jointly, up to 865,000 600,000 Additional Shares at the Purchase Price. You may exercise this right If you, on behalf of the Underwriters Underwriters, elect to exercise such option, you shall so notify the Company in whole or from time to time in part by giving written notice writing not later than 30 days after the date of this Agreement. Any exercise , 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. Each purchase Such date must may be at least one business day after the written notice is given and may same as the Closing Date (as defined below) but not be earlier than the closing date for the Firm Shares Closing Date nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 5 4 hereof solely for the purpose of covering over-over- allotments made in connection with the offering of the Firm Shares. On each day, if any, that If any Additional Shares are to be purchased (an “Option Closing Date”)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 Option Closing Date as the number of Firm Shares set forth in Schedule II 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 Mxxxxx Sxxxxxx Xxxxxx Xxxxxxx & Co. Incorporated on behalf of the Underwriters, it will not, during the period ending 180 days after the date of the Prospectus, (1i) 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 or exercisable or exchangeable for Common Capital Stock or (2ii) 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 Capital Stock, whether any such transaction described in clause (1i) or (2ii) above is to be settled by delivery of Common Capital 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, except for registration statements on Form S-8 (or equivalent forms)otherwise. The restrictions contained in the preceding paragraph foregoing sentence shall not apply to (aA) the Shares to be sold hereunder, (b) the issuance by the Company of restricted shares of Common Stock or options to acquire Common Stock pursuant to the Company’s employee benefit plans, stock option plans or other employee compensation plans described in the Prospectus, (cB) the issuance by the Company of shares of Common Capital Stock upon the exercise of an option that was issued pursuant to the Company’s employee benefit plans, stock option plans or other employee compensation plans described in the Prospectus, (d) the issuance by the Company of shares of Common Stock upon exercise of a warrant or the conversion of a security outstanding on the date hereof that has been disclosed in the Prospectus or of which the Underwriters have been advised in 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, (eD) the issuance by any issuances to officers or employees of the Company of up shares of Capital Stock pursuant to an aggregate the Securities Purchase and Holders Agreement dated July 29, 1994, by and among the Company and the shareholders set forth therein or (E) the conversion, in accordance with the terms thereof, of three hundred thousand (300,000) shares of Common Stock (or securities convertible into or exercisable or exchangeable for shares of Class B Common Stock) in connection with acquisitions , or other business combinations, strategic alliances or similar relationships, including, without limitation, relationships with original equipment manufacturers, distributors, resellers and suppliers; provided that such recipient shall sign and deliver a lock-up agreement in the form attached hereto as Exhibit A. 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 shares 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 the preceding paragraph 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 Mxxxxx Sxxxxxx of any earnings release, news or event that may give rise to an extension of the initial 180-day restricted periodClass B Common Stock into Common Stock.

Agreements to Sell and Purchase. Each Seller, severally and not jointly, The 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 such Seller the Fund the respective numbers 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) 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 Fund agrees to sell to the Underwriters the Additional Shares, Shares and the Underwriters shall have the right to purchase, severally and not jointly, up to 865,000 [●] Additional Shares at the Purchase Price. You The Representatives may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice to the Fund not later than 30 thirty (30) days after the date of this Agreement. 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. Each purchase date must be at least one business day after the written notice is given and may not be earlier than the closing date for the Firm Shares nor not later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 5 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. On each dayOption Closing Date, if any, that Additional Shares are to be purchased (an “Option Closing Date”)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 on such Option Closing Date as the number of Firm Shares set forth in Schedule II 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 Mxxxxx Sxxxxxx the Representatives on behalf of the Underwriters, it will not, during the period ending 180 days after the date of the Prospectus, (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 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, except for registration statements on Form S-8 (or equivalent forms). The restrictions contained in the preceding paragraph shall not apply to (a) the Shares to be sold hereunder, (b) the issuance by the Company of restricted shares of Common Stock or options to acquire Common Stock pursuant to the Company’s employee benefit plans, stock option plans or other employee compensation plans described in the Prospectus, (c) the issuance by the Company of shares of Common Stock upon the exercise of an option that was issued pursuant to the Company’s employee benefit plans, stock option plans or other employee compensation plans described in the Prospectus, (d) the issuance by the Company of shares of Common Stock upon exercise of a warrant or the conversion of a security outstanding on the date hereof that has been disclosed in the Prospectus or of which the Underwriters have been advised in writing, or (e) the issuance by the Company of up to an aggregate of three hundred thousand (300,000) shares of Common Stock (or securities convertible into or exercisable or exchangeable for Common Stock) in connection with acquisitions or other business combinations, strategic alliances or similar relationships, including, without limitation, relationships with original equipment manufacturers, distributors, resellers and suppliers; provided that such recipient shall sign and deliver a lock-up agreement in the form attached hereto as Exhibit A. Notwithstanding the foregoing, if (1) during the last 17 days of the 180-day restricted period period, the Company Fund issues an earnings release or material news or a material event relating to the Company Fund occurs; or (2) prior to the expiration of the 18060-day restricted period, the Company Fund announces that it will release earnings results during the 16-day period beginning on following the last day of the 180-day restricted period, then in each case the restrictions imposed by the preceding paragraph this Agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance date of the release of the earnings release results or the occurrence of the material news or a material eventevent relating to the Fund, as the case may be, unless the Representatives waive, in writing, such extension. The Company agreements contained in this paragraph shall promptly notify Mxxxxx Sxxxxxx of not apply to the Shares to be sold hereunder or any earnings release, news or event that may give rise Common Stock issued pursuant to an extension of the initial 180-day restricted periodPlan.

Agreements to Sell and Purchase. Each Seller, severally and not jointly, The Selling Shareholders hereby agrees agree 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 the Selling Shareholders at $___20.46 a share (the “Purchase Price”"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 the Selling Shareholders 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 the right to purchase, severally and not jointly, up to 865,000 1,538,794 Additional Shares at the Purchase Price. You may exercise this right right, on behalf of the Underwriters Underwriters, in whole or from time to time in part by giving written notice not later than 30 days after the date of this Agreement. 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. Each purchase date must be at least one business day after the written notice is given and may not be 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 5 6 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. On each day, if any, that Additional Shares are to be purchased (an “Option Closing Date”"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 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 Mxxxxx Sxxxxxx Xxxxxx Xxxxxxx & Co. Incorporated and X.X. Xxxxxx Securities Inc. on behalf of the Underwriters, it will not, during the period ending 180 days after the date of the Prospectus, (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 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, except for registration statements on Form S-8 (or equivalent forms). The restrictions contained in the preceding paragraph shall not apply to (a) the Shares to be sold hereunder, (b) the issuance by the Company of restricted shares of Common Stock or options to acquire Common Stock pursuant to the Company’s employee benefit plans, stock option plans or other employee compensation plans described in the Prospectus, (c) the issuance by the Company of shares of Common Stock upon the exercise of an option that was issued pursuant to the Company’s employee benefit plans, stock option plans or other employee compensation plans described in the Prospectus, (d) the issuance by the Company of shares of Common Stock upon exercise of a warrant or the conversion of a security outstanding on the date hereof that has been disclosed in the Prospectus or of which the Underwriters have been advised in writing, or (e) the issuance by the Company of up to an aggregate of three hundred thousand (300,000) shares of Common Stock (or securities convertible into or exercisable or exchangeable for Common Stock) in connection with acquisitions or other business combinations, strategic alliances or similar relationships, including, without limitation, relationships with original equipment manufacturers, distributors, resellers and suppliers; provided that such recipient shall sign and deliver a lock-up agreement in the form attached hereto as Exhibit A. 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 the preceding paragraph 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 Mxxxxx Sxxxxxx of any earnings release, news or event that may give rise to an extension of the initial 180-day restricted period.of

Agreements to Sell and Purchase. 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 “"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 Additional Shares, and the Underwriters shall have the a one-time right to purchase, severally and not jointly, up to 865,000 255,000 Additional Shares at the Purchase Price. You may exercise this right If you, on behalf of the Underwriters Underwriters, elect to exercise such option, you shall so notify the Company in whole or from time to time in part by giving written notice writing not later than 30 days after the date of this Agreement. Any exercise , 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. Each purchase Such date must may be at least one business day after the written notice is given and may same as the Closing Date (as defined below) but not be earlier than the closing date for the Firm Shares Closing Date nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 5 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. On each day, if any, that If any Additional Shares are to be purchased (an “Option Closing Date”)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 Option Closing Date 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. The Company Each Seller hereby agrees that, without the prior written consent of Mxxxxx Sxxxxxx Morgxx Xxxnxxx & Xo. Incorporated on behalf of the Underwriters, it will not, during the period ending 180 days after the date of the ProspectusMarch 17, 1997, (1i) 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 or exercisable or exchangeable for Common Stock or (2ii) 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 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, except for registration statements on Form S-8 (or equivalent forms). The restrictions contained in the preceding paragraph shall not apply to (a) the Shares to be sold hereunder, (b) the issuance by the Company of restricted shares of Common Stock or options to acquire Common Stock pursuant to the Company’s employee benefit plans, stock option plans or other employee compensation plans described in the Prospectus, (c) the issuance by the Company of shares of Common Stock upon the exercise of an option that was issued pursuant to the Company’s employee benefit plans, stock option plans or other employee compensation plans described in the Prospectus, (d) the issuance by the Company of shares of Common Stock upon exercise of a warrant or the conversion of a security outstanding on the date hereof that has been disclosed in the Prospectus or of which the Underwriters have been advised in writing, or (e) the issuance by the Company of up to an aggregate of three hundred thousand (300,000) shares of Common Stock (or securities convertible into or exercisable or exchangeable for Common Stock) in connection with acquisitions or other business combinations, strategic alliances or similar relationships, including, without limitation, relationships with original equipment manufacturers, distributors, resellers and suppliers; provided that such recipient shall sign and deliver a lock-up agreement in the form attached hereto as Exhibit A. 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 the preceding paragraph 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 Mxxxxx Sxxxxxx of any earnings release, news or event that may give rise to an extension of the initial 180-day restricted period.or

Agreements to Sell and Purchase. 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 “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 Additional Shares, and the Underwriters shall have the right to purchase, severally and not jointly, up to 865,000 [ ] Additional Shares at the Purchase Price. You The Representatives may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice to the Company not later than 30 days after the date of this Agreement. 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. Each purchase date must be at least one business day after the written notice is given and may not be 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 5 hereof solely for the purpose of covering over-over allotments made in connection with the offering of the Firm Shares. On each day, if any, that Additional Shares are to be purchased (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 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 Mxxxxx Sxxxxxx the Representatives on behalf of the Underwriters, it will not, during the period ending 180 days after the date of the Prospectus, (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 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, except for registration statements on Form S-8 (or equivalent forms). The restrictions contained in the preceding paragraph shall not apply to (a) the Shares to be sold hereunder, (b) the issuance by the Company of restricted shares of Common Stock or options to acquire Common Stock pursuant to the Company’s employee benefit plans, stock option plans or other employee compensation plans described in the Prospectus, (c) the issuance by the Company of shares of Common Stock upon the exercise of an option that was issued pursuant to the Company’s employee benefit plans, stock option plans or other employee compensation plans described in the Prospectus, (d) the issuance by the Company of shares of Common Stock upon exercise of a warrant or the conversion of a security outstanding on the date hereof that has been and disclosed in the Time of Sale Prospectus or of which the Underwriters have been advised in writing, (c) the issuance by the Company of shares or options to purchase shares of Common Stock pursuant to the Company’s equity plans disclosed in the Prospectus, (d) the filing by the Company of any Registration Statement on Form S-8 or a successor form thereto or (e) the issuance by the Company of up to an aggregate of three hundred thousand (300,000) [ ] shares of Common Stock (or securities convertible into or exercisable or exchangeable for Common Stock) in connection with acquisitions any acquisition, collaboration or other business combinationsstrategic transaction involving the Company or any of its subsidiaries, strategic alliances or similar relationships, including, without limitation, relationships with original equipment manufacturers, distributors, resellers and suppliers; provided that such recipient shall sign and deliver the recipients thereof execute a lock-up agreement substantially in the form attached hereto as of Exhibit A. A 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 restricted period, the restrictions imposed by the preceding paragraph 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 Mxxxxx Sxxxxxx the Representatives 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. Each Seller, severally and not jointly, 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, the Selling Stockholder hereby agrees to sell to the several Underwriters, and each Underwriter agrees, severally and not jointly, to purchase from such Seller the Selling Stockholder at $___a 34.02 per 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 I hereto opposite the name of such Underwriter bears to the total number of Firm SharesUnderwriter. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company Selling Stockholder agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have the a one-time right to purchase, severally and not jointly, up to 865,000 638,000 Additional Shares at the Purchase Price. You may exercise this right If you, on behalf of the Underwriters Underwriters, elect to exercise such one-time option, you shall so notify the Selling Stockholder in whole or from time to time writing at least three business days in part by giving written notice advance of the Option Closing Date and not later than 30 days after the date of this Agreement. Any exercise , which notice shall be irrevocable and shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Each purchase Such date must may be at least one the same as the Closing Date (as defined below) but not earlier than the Closing Date or three business day days after the written date such notice is given and may not be earlier than the closing date for the Firm Shares nor later than ten business days after the date of such noticenotice is given. Additional Shares may be purchased as provided in Section 5 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. On each day, if any, that If any Additional Shares are to be purchased (an “Option Closing Date”)purchased, each Underwriter agrees, severally and not jointly, to purchase from the Selling Stockholder, 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 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 Mxxxxx Sxxxxxx Xxxxxx Xxxxxxx & Co. Incorporated on behalf of the Underwriters, it will not, during the period ending 180 90 days after the date of the Prospectus, (1a) 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 (2b) 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 (1a) or (2b) above is to be settled by delivery 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, except for registration statements on Form S-8 (or equivalent forms)otherwise. The restrictions contained in the preceding paragraph foregoing sentence shall not apply to (a) the Shares to be sold hereunder, (b) the issuance by the Company of restricted shares of Common Stock or options to acquire Common Stock pursuant to the Company’s employee benefit plans, stock option plans or other employee compensation plans described in the Prospectus, (ci) the issuance by the Company of shares of Common Stock upon the exercise of an option that was issued pursuant or the conversion of a security outstanding on the date hereof or with respect to awards under its equity incentive plan outstanding on the Company’s employee benefit plans, stock option plans or other employee compensation plans described in the Prospectusdate hereof, (dii) the issuance by the Company of shares of Common Stock upon exercise of a warrant or the conversion grant of a security outstanding on options or awards to purchase shares of Common Stock pursuant to employee benefit plans of the Company in effect as of the date hereof that has been disclosed in the Prospectus or of which the Underwriters have been advised in writing, or (eiii) the issuance by the Company of up to an aggregate of three hundred thousand (300,000) shares of Common Stock (and the filing of a registration statement with respect thereto) in connection with the acquisition by the Company of interests in other companies if the recipients of such shares of Common Stock agree in writing to be bound by the restrictions contained in this paragraph in the same manner as then applied to the Company. The Selling Stockholder hereby agrees that, without the prior written consent of Xxxxxx Xxxxxxx & Co. Incorporated on behalf of the Underwriters, it will not, during the period ending 180 days after the date of the Prospectus, (a) 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 (b) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of Common Stock, whether any such transaction described in clause (a) or (b) above is to be settled by delivery of Common Stock or such other securities, in connection with acquisitions cash or otherwise. The foregoing sentence shall not apply to (i) the Shares to be sold hereunder, (ii) transactions relating to shares of Common Stock or other business combinationssecurities acquired in open market transactions after the completion of the offering of the Shares, strategic alliances or similar relationships(iii) any transfer of shares of Common Stock to the Company, including(iv) any transfer of shares of Common Stock to any affiliate of the Selling Stockholder (other than the Company), without limitation, relationships with original equipment manufacturers, distributors, resellers and suppliers; provided that such recipient shall sign and deliver a lock-up agreement affiliate agrees in writing to be bound by the restrictions contained in this paragraph in the form attached hereto same manner as Exhibit A. 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 then applied to the Company occurs; Selling Stockholder or (2v) prior the sale of shares of Common Stock by the Selling Stockholder to one or more investors in a private placement (but not subsequent transfers by such investors to third parties), provided that such investors agree in writing to be bound by the restrictions contained in this paragraph in the same manner as then applied 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 the preceding paragraph 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 Mxxxxx Sxxxxxx of any earnings release, news or event that may give rise to an extension of the initial 180-day restricted periodSelling Stockholder.

Agreements to Sell and Purchase. Each Seller, severally and not jointly, 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 such Seller the Company 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 respective number of Firm Shares set forth in Schedule II I hereto opposite the name of such Underwriter bears to the total number of Firm SharesUnderwriter. 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 the right to purchasepurchase from the Company, severally and not jointly, up to 865,000 [●] 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. You may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice not later than 30 days after the date of this Agreement. 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. Each purchase date must be at least one business day after the written notice is given and may not be 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 5 4 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. On each day, if any, that Additional Shares are to be purchased (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 II 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 Mxxxxx Sxxxxxx the Representatives on behalf of the Underwriters, it will not, during the period ending 180 days after the date of the ProspectusProspectus (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 Common Stock or any other 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 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, except for registration statements on Form S-8 (or equivalent forms). The restrictions contained in the preceding paragraph shall not apply to (a) the Shares to be sold hereunder, (b) the issuance by the Company of restricted shares of Common Stock or options to acquire Common Stock pursuant to the Company’s employee benefit plans, stock option plans or other employee compensation plans described in the Prospectus, (c) the issuance by the Company of shares of Common Stock upon the exercise of an option that was issued pursuant to the Company’s employee benefit plans, stock option plans or other employee compensation plans described in the Prospectus, (d) the issuance by the Company of shares of Common Stock upon exercise of a warrant or the conversion of a security outstanding on the date hereof that has been disclosed in the Prospectus or of which the Underwriters have been advised in writing, (c) the grant of options or the issuance of shares of Common Stock by the Company to employees, officers, directors, advisors or consultants of the Company pursuant to employee benefit plans described in the Time of Sale Prospectus, provided that, prior to such grant or issuance pursuant to this clause (c), each recipient of such grant or issuance shall have signed and delivered a lock-up letter substantially in the form of Exhibit A hereto, (d) the filing by the Company of a registration statement on Form S-8 with the Commission in respect of any shares issued under or the grant of any award pursuant to an employee benefit plan described in the Time of Sale Prospectus, (e) the sale or issuance by the Company of up or entry into an agreement to an aggregate of three hundred thousand (300,000) sell or issue shares of Common Stock (or securities convertible into or exercisable or exchangeable for Common Stock) Stock in connection with acquisitions any (i) mergers, (ii) acquisition of securities, businesses, property or other business combinationsassets, (iii) joint ventures, (iv) strategic alliances alliances, (v) equipment leasing arrangements, or similar relationships(vi) debt financing, including, without limitation, relationships with original equipment manufacturers, distributors, resellers and suppliers; provided that such the aggregate number of shares of Common Stock or securities convertible into or exercisable for Common Stock (on an as-converted or as-exercised basis, as the case may be) that the Company may sell or issue or agree to sell or issue pursuant to this clause (e) shall not exceed 5% of the total number of shares of the Common Stock issued and outstanding immediately following the completion of the transactions contemplated by this Agreement, and provided further, that each recipient of shares of Common Stock or securities convertible into or exercisable for Common Stock pursuant to this clause (e) shall sign and deliver execute a lock-up agreement substantially in the form attached hereto as of Exhibit A. Notwithstanding A hereto, or (f) the foregoingestablishment 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 (1) any, is required of or voluntarily made by or on behalf of the Company regarding the establishment 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 last 17 days Restricted Period. If the Representatives, in their sole discretion, agree to release or waive the restrictions set forth in a lock-up letter described in Section 5(f) hereof for an officer or director of the 180-day restricted period Company and provide the Company issues an earnings with notice of the impending release or material news or a material event relating to waiver at least three business days before the Company occurs; or (2) prior to the expiration effective date of the 180-day restricted periodrelease or waiver, the Company announces that it will agrees to announce the impending release earnings results during or waiver by a press release substantially in the 16-day period beginning on form of Exhibit B hereto through a major news service at least two business days before the last day effective date of the 180-day period, the restrictions imposed by the preceding paragraph 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 Mxxxxx Sxxxxxx of any earnings releasewaiver, news or event that may give rise to an extension of the initial 180-day restricted periodif required by FINRA Rule 5131.

Agreements to Sell and Purchase. Each Seller, severally and not jointly, 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 such Seller the Company the respective principal amounts of Firm Securities set forth in Schedule II hereto opposite its name at $___a share price equal to 98.25% of the principal amount thereof (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 plus accrued interest, if any, from August 25, 2010 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 SharesClosing Date. 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 SharesSecurities, and the Underwriters shall have the right to purchase, severally and not jointly, up to 865,000 $150,000,000 aggregate principal amount of Additional Shares Securities at the Purchase PricePrice plus accrued interest, if any, to the date of payment and delivery. You The Underwriters may exercise this right on behalf of the Underwriters these rights in whole or from time to time in part by giving written notice of each election to exercise the foregoing option not later than 30 days after the date of this Agreement. Any exercise notice shall specify the number principal amount of Additional Shares Securities to be purchased by the Underwriters and the date on which such shares Additional Securities are to be purchased. Each purchase date must be at least one business day after the written notice is given and may not be earlier than the closing date Closing Date for the Firm Shares Securities nor later than ten business days after the date of such notice. Additional Shares Securities may be purchased as provided in Section 5 2 hereof solely for the purpose of covering over-over allotments made in connection with the offering of the Firm SharesSecurities. On each day, if any, that Additional Shares Securities are to be purchased (each an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number principal amount of Additional Shares Securities (subject to such adjustments to eliminate fractional shares securities as you may determine) that bears the same proportion to the total number of Additional Shares Securities to be purchased on such Option Closing Date as the number principal amount of Firm Shares Securities set forth in Schedule II hereto opposite the name of such Underwriter bears to the total number principal amount of Firm SharesSecurities. The Company hereby agrees that, without the prior written consent of Mxxxxx Sxxxxxx Xxxxxx Xxxxxxx & Co. Incorporated and Xxxxxxx, Xxxxx & Co., on behalf of the Underwriters, it will not, during the period ending 180 90 days after the date of the Prospectus, (1i) 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, (ii) file any registration statement with the Commission relating to the offering of any shares of Common Stock or (2iii) 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 (1i), (ii) or (2iii) above is to be settled by delivery 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, except for registration statements on Form S-8 (or equivalent forms)otherwise. The restrictions contained in the preceding foregoing paragraph shall not apply to (ai) the Shares Securities to be sold hereunderhereunder or the Underlying Securities, (b) the issuance by the Company of restricted shares of Common Stock or options to acquire Common Stock pursuant to the Company’s employee benefit plans, stock option plans or other employee compensation plans described in the Prospectus, (cii) the issuance by the Company of shares of Common Stock upon the exercise of an option that was issued pursuant to the Company’s employee benefit plans, stock option plans or other employee compensation plans described in the Prospectus, (d) the issuance by the Company of shares of Common Stock upon exercise of a warrant or the conversion of a security outstanding on the date hereof that has been disclosed and as described in the Prospectus (or filing a registration statement with the Commission related to the issuance or resale of which the Underwriters have been advised in writingsuch Common Stock), or (eiii) the issuance by the Company of up any shares of Common Stock, options or other securities to an aggregate or for the benefit of three hundred thousand (300,000) employees, consultants or directors of the Company on or after the date hereof pursuant to the Company’s employee stock ownership plan or equity incentive plans as described in the Time of Sale Prospectus or the Registration Statement and the issuance by the Company of shares of Common Stock upon the exercise of any such options or other securities (or securities convertible into filing a registration statement with the Commission related to the issuance or exercisable or exchangeable for resale of such Common Stock); (iv) pursuant to the convertible note hedge and warrant transactions as described in the Prospectus or (v) any issuances in connection with bona fide acquisitions or other business combinations, strategic alliances or similar relationships, including, without limitation, relationships with original equipment manufacturers, distributors, resellers and suppliers; provided in an aggregate amount that such recipient shall sign and deliver a lock-up agreement in the form attached hereto as Exhibit A. Notwithstanding the foregoing, if (1) during the last 17 days does not exceed 7% of the 180-day restricted period the Company issues an earnings release or material news or Company’s capital stock on a material event relating to the Company occurs; or (2) prior to the expiration fully diluted basis as 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 the preceding paragraph 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 eventdate hereof. The Company shall promptly notify Mxxxxx Sxxxxxx of any earnings release, news or event that may give rise to an extension of the initial 180-day restricted period.If:

Agreements to Sell and Purchase. Each Seller, severally and not jointly, 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 such Seller the Company at $___a share US$[•] per ADS (the “Purchase Price”) the number of Firm Shares ADSs (subject to such adjustments to eliminate fractional shares as you the Representatives may determine) that bears the same proportion to the number of Firm Shares ADSs to be sold by such Seller the Company as the number of Firm Shares ADSs set forth in Schedule II I hereto opposite the name of such Underwriter bears to the total number of Firm SharesADSs. 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 SharesADSs, and the Underwriters shall have the right to purchase, severally and not jointly, up to 865,000 [•] Additional Shares ADSs at the Purchase Price. You The Representatives may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice not later than 30 days after the date of this Agreement. Any exercise notice shall specify the number of Additional Shares ADSs to be purchased by the Underwriters and the date on which such shares are to be purchased. Each purchase date must be at least one business day after the written notice is given and may not be earlier than the closing date for the Firm Shares ADSs nor later than ten business days after the date of such notice. Additional Shares ADSs may be purchased as provided in Section 5 4 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm SharesADSs. On each day, if any, that Additional Shares ADSs are to be purchased (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 ADSs 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 II 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 Mxxxxx Sxxxxxx on behalf of the Underwriters, it will not, during the period ending 180 days after the date of the Prospectus, (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 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, except for registration statements on Form S-8 (or equivalent forms). The restrictions contained in the preceding paragraph shall not apply to (a) the Shares to be sold hereunder, (b) the issuance by the Company of restricted shares of Common Stock or options to acquire Common Stock pursuant to the Company’s employee benefit plans, stock option plans or other employee compensation plans described in the Prospectus, (c) the issuance by the Company of shares of Common Stock upon the exercise of an option that was issued pursuant to the Company’s employee benefit plans, stock option plans or other employee compensation plans described in the Prospectus, (d) the issuance by the Company of shares of Common Stock upon exercise of a warrant or the conversion of a security outstanding on the date hereof that has been disclosed in the Prospectus or of which the Underwriters have been advised in writing, or (e) the issuance by the Company of up to an aggregate of three hundred thousand (300,000) shares of Common Stock (or securities convertible into or exercisable or exchangeable for Common Stock) in connection with acquisitions or other business combinations, strategic alliances or similar relationships, including, without limitation, relationships with original equipment manufacturers, distributors, resellers and suppliers; provided that such recipient shall sign and deliver a lock-up agreement in the form attached hereto as Exhibit A. 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 the preceding paragraph 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 Mxxxxx Sxxxxxx of any earnings release, news or event that may give rise to an extension of the initial 180-day restricted periodADSs.

Agreements to Sell and Purchase. Each Seller, severally and not jointly, 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 such Seller the Company at $___[mid dot] a share (the “Purchase Price”"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 the Company 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 Selling Shareholder agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have the right to purchase, severally and not jointly, up to 865,000 1,100,000 Additional Shares at the Purchase Price. You may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice of each election to exercise the option not later than 30 days after the date of this Agreement. 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. Each purchase date must be at least one business day after the written notice is given and may not be 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 5 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. On each day, if any, that Additional Shares are to be purchased (an “Option Closing Date”"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 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 Mxxxxx Sxxxxxx Xxxxxx Xxxxxxx on behalf of the Underwriters, it will not, during the period ending 180 days after the date of the Prospectus, (1a) 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, (b) 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 (2c) 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 (1a), (b) or (2c) above is to be settled by delivery 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, except for registration statements on Form S-8 (or equivalent forms)otherwise. The restrictions contained in the preceding paragraph shall not apply to (a) the Shares to be sold hereunder, (b) the issuance by the Company of restricted shares of Common Stock or options to acquire Common Stock pursuant to the Company’s employee benefit plans, stock option plans or other employee compensation plans described in the Prospectus, (c) the issuance by the Company of shares of Common Stock upon the exercise of an option that was issued pursuant to the Company’s employee benefit plans, stock option plans or other employee compensation plans described in the Prospectus, (d) the issuance by the Company of shares of Common Stock upon exercise of a warrant or the conversion of a security outstanding on the date hereof that has been disclosed in the Prospectus or of which the Underwriters have been advised in writing, or (e) the issuance by the Company of up to an aggregate of three hundred thousand (300,000) shares of Common Stock (or securities convertible into or exercisable or exchangeable for Common Stock) in connection with acquisitions or other business combinations, strategic alliances or similar relationships, including, without limitation, relationships with original equipment manufacturers, distributors, resellers and suppliers; provided that such recipient shall sign and deliver a lock-up agreement in the form attached hereto as Exhibit A. Notwithstanding the foregoing, if (1a) 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 (2b) 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 the preceding paragraph this letter 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 restrictions contained in the second preceding paragraph shall not apply to (a) the Shares to be sold hereunder, (b) the issuance by the Company shall promptly notify Mxxxxx Sxxxxxx 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, (c) issuance by the Company of Common Stock pursuant to the Reorganization, (d) 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, (e) 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, (f) the filing of any earnings releaseregistration statement on Form S-8 in respect of any employee benefit plan described in the Prospectus or (g) transfers of shares of Common Stock or any security convertible into Common Stock as a bona fide gift or gifts or transfers to controlled affiliates, news or event provided that may give rise each transferee also agrees to an extension the restrictions described above. In addition, the Selling Shareholder agrees that, without the prior written consent of Xxxxxx Xxxxxxx on behalf of the initial 180-day restricted periodUnderwriters, it will not, during the period ending 180 days after the date 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.

Agreements to Sell and Purchase. Each Seller, severally and not jointly, The Company hereby agrees to issue and sell 13,709,386 Shares to the several UnderwritersUnderwriters at a price of $1.598 per share (the “Purchase Price”), and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter statedherein set forth, agrees, severally and not jointly, to purchase from such Seller the Company at $___a share (the “Purchase Price”) Price the number of Firm Shares (subject to such adjustments to eliminate fractional shares as you the Representative 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 set forth in Schedule I hereto. Moreover, the Company hereby agrees to issue and sell up to 2,056,408 Additional Shares to the total number of Firm Shares. On Underwriters at the Purchase Price, and the Underwriters, upon the basis of the representations and warranties contained in this Agreementherein, and but subject to its the terms and conditionsconditions herein set forth, the Company agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have the right (but not the obligation) to purchase, severally and not jointly, up to 865,000 all or any portion of the Additional Shares at the Purchase Price. You The Representative may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice not later than 30 days after the date of this Agreement. 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. Each purchase date must be at least one business day after the written notice is given and may not be earlier than the closing date for the Firm Shares nor or later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 5 4 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. On each day, if any, that Additional Shares are to be purchased (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 Representative 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 II 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 Mxxxxx Sxxxxxx on behalf of the Underwriters, it will not, during the period ending 180 days after the date of the Prospectus, (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 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, except for registration statements on Form S-8 (or equivalent forms). The restrictions contained in the preceding paragraph shall not apply to (a) the Shares to be sold hereunder, (b) the issuance by the Company of restricted shares of Common Stock or options to acquire Common Stock pursuant to the Company’s employee benefit plans, stock option plans or other employee compensation plans described in the Prospectus, (c) the issuance by the Company of shares of Common Stock upon the exercise of an option that was issued pursuant to the Company’s employee benefit plans, stock option plans or other employee compensation plans described in the Prospectus, (d) the issuance by the Company of shares of Common Stock upon exercise of a warrant or the conversion of a security outstanding on the date hereof that has been disclosed in the Prospectus or of which the Underwriters have been advised in writing, or (e) the issuance by the Company of up to an aggregate of three hundred thousand (300,000) shares of Common Stock (or securities convertible into or exercisable or exchangeable for Common Stock) in connection with acquisitions or other business combinations, strategic alliances or similar relationships, including, without limitation, relationships with original equipment manufacturers, distributors, resellers and suppliers; provided that such recipient shall sign and deliver a lock-up agreement in the form attached hereto as Exhibit A. 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 the preceding paragraph 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 Mxxxxx Sxxxxxx 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. 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 $___13.95 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 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 agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have the right to purchase, severally and not jointly, up to 865,000 2,587,500 Additional Shares at the Purchase Price. You may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice of each election to exercise the option not later than 30 days after the date of this Agreement. 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. Each purchase date must be at least one business day after the written notice is given and may not be 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 5 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. On each day, if any, that Additional Shares are to be purchased (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 II 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 Mxxxxx Sxxxxxx Xxxxxx Xxxxxxx & Co. Incorporated on behalf of the Underwriters, it will not, during the period ending 180 days after the date of the Prospectus, (1i) 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 any registration statement with the Commission relating to the offering of, any shares of Class A Common Stock or any securities convertible into or exercisable or exchangeable for Class A Common Stock, except for (A) transfers of shares of Common Stock to the beneficiaries of the Selling Shareholder upon termination of the Selling Shareholder or to Family Successors (as such term is defined in the Company's articles of incorporation); provided that the beneficiaries thereof (or trustees of trusts formed by the beneficiaries thereof) or such Family Successors, as the case may be, agree to be bound in writing by the restrictions set forth herein; and (B) registration statements on Form S-8 in connection with securities to be issued under the Company's 2003 Employee Stock Purchase Plan and the Company's 2003 Equity Incentive Plan or registration statements covering the resale of shares of Class B Common Stock held by affiliates of the Company, or (2ii) 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 Class A Common Stock, whether any such transaction described in clause (1i) or (2ii) above is to be settled by delivery of Class A Common Stock or such other securities, in cash or otherwise otherwise. Notwithstanding the foregoing, if the 180th day after the date of the Prospectus occurs within 18 days after an earnings release by the Company, or (3) file any registration statement with if the Commission relating Company intends to issue an earnings release within 15 days following the 180th day, the 180-day period will be extended to the offering 18th day following such earnings release unless such extension is waived by Xxxxxx Xxxxxxx & Co. Incorporated on behalf of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, except for registration statements on Form S-8 (or equivalent forms)the Underwriters. The restrictions contained in the preceding paragraph shall not apply to (ai) the Shares to be sold hereunder, (bii) the issuance of Class B Common Stock or the grant of options to purchase Class B Common Stock under the Company's 2003 Employee Stock Purchase Plan and/or the Company's 2003 Equity Incentive Plan, (iii) the purchase and cancellation of shares of Class B Common Stock by the Company in the tender offer described in the Prospectus; (iv) any automatic conversion of restricted any shares of Class B Common Stock or options to acquire into shares of Class A Common Stock pursuant to the Company’s employee benefit plans's articles of incorporation and (v) the voluntary share exchange of shares of Class B Common Stock into shares of Class C Common Stock by the Grant Family Shareholders pursuant to the Shareholders Agreement. In addition, stock option plans or other employee compensation plans described in the Selling Shareholder agrees that, without the prior written consent of Xxxxxx Xxxxxxx & Co. Incorporated on behalf of the Underwriters, it will not, during the period ending 180 days after the date of the Prospectus, (c) make any demand for, or exercise any right with respect to, the issuance by the Company registration of any shares of Common Stock upon the exercise of an option that was issued pursuant to the Company’s employee benefit plans, stock option plans or other employee compensation plans described in the Prospectus, (d) the issuance by the Company of shares of Common Stock upon exercise of a warrant or the conversion of a any security outstanding on the date hereof that has been disclosed in the Prospectus or of which the Underwriters have been advised in writing, or (e) the issuance by the Company of up to an aggregate of three hundred thousand (300,000) shares of Common Stock (or securities convertible into or exercisable or exchangeable for Common Stock) in connection with acquisitions or other business combinations, strategic alliances or similar relationships, including, without limitation, relationships with original equipment manufacturers, distributors, resellers and suppliers; provided that such recipient shall sign and deliver a lock-up agreement in the form attached hereto as Exhibit A. 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 the preceding paragraph 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 Mxxxxx Sxxxxxx 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. Each Seller, severally and not jointly, hereby The Company agrees to sell to the several Underwriters, Underwriters and each Underwriter, Underwriter upon the basis of the representations and warranties herein contained, contained but subject to the conditions hereinafter stated, agrees, stated agrees severally and not jointly, jointly to purchase from such Seller the Company at $___a share the price (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 the aggregate principal amount of Securities set forth in Schedule I hereto opposite the name of such Underwriter bears plus any additional aggregate principal amount of Securities which such Underwriter may become obligated to purchase pursuant to the total number provisions of Firm SharesSection 2 and Section 10 hereof. On the basis of the representations and warranties contained in this Agreement, Agreement and subject to its terms and conditions, conditions the Company agrees to sell to the Underwriters the Additional SharesUnderwriters, and the Underwriters shall have the right to purchase, purchase severally and not jointly, up to 865,000 Additional Shares an additional $6,750,000 aggregate principal amount of Securities at the Purchase PricePrice without giving effect to any accrued interest from the Closing Date to the relevant Option Closing Date as those terms are defined herein. You The Representative may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice not later than 30 days after the date of this Agreement. Any exercise notice shall specify the number aggregate principal amount of Additional Shares Notes to be purchased by the Underwriters and the date on which such shares aggregate principal amount of Additional Notes are to be purchased. Each purchase date must be at least one business day after the written notice is given and may not be earlier than the closing date for the Firm Shares Closing Date nor later than ten business days after the date of such notice. Additional Shares Notes may be purchased as provided in Section 5 4 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm SharesNotes. On each day, if any, that Additional Shares Notes are to be purchased (an “Option Closing Date”), each Underwriter agrees, agrees severally and not jointly, jointly to purchase the number aggregate principal amount of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) Notes that bears the same proportion to the total number aggregate principal amount of Additional Shares Notes to be purchased on such Option Closing Date as the number aggregate principal amount of Firm Shares Notes set forth in Schedule II I hereto opposite the name of such Underwriter bears to the total number aggregate principal amount of Firm SharesNotes. The During the period of 90 days from the date of the Prospectus, the Company hereby agrees thatwill not, without the prior written consent of Mxxxxx Sxxxxxx on behalf of the UnderwritersRepresentative, it will not, during the period ending 180 days after the date of the Prospectus, (1) directly or indirectly offer, 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, for the sale of or otherwise transfer or dispose of, directly of any debt securities issued or indirectly, any shares of Common Stock guaranteed by the Company or any securities convertible into or exercisable or exchangeable for Common Stock debt securities issued or (2) enter into any swap guaranteed by the Company 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 or (3) file any registration statement under the Securities Act with respect to any of the Commission relating to foregoing; provided that the offering of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, except for registration statements on Form S-8 (or equivalent forms). The restrictions contained in the preceding paragraph shall foregoing limitation will not apply to (a) the Shares to be sold hereunder, (b) the issuance by the Company of restricted shares of Common Stock or options to acquire Common Stock pursuant to the Company’s employee benefit plans, stock option plans or other employee compensation plans described in the Prospectus, (c) the issuance by the Company of shares of Common Stock upon the exercise of an option that was issued pursuant ability to file a post-effective amendment to the Company’s employee benefit plansRegistration Statement for purposes of adding this Agreement, stock option plans or the Indenture and certain other employee compensation plans described in the Prospectus, (d) the issuance by the Company of shares of Common Stock upon exercise of a warrant or the conversion of a security outstanding on the date hereof that has been disclosed in the Prospectus or of which the Underwriters have been advised in writing, or (e) the issuance by the Company of up to an aggregate of three hundred thousand (300,000) shares of Common Stock (or securities convertible into or exercisable or exchangeable for Common Stock) in connection with acquisitions or other business combinations, strategic alliances or similar relationships, including, without limitation, relationships with original equipment manufacturers, distributors, resellers and suppliers; provided that such recipient shall sign and deliver a lock-up agreement in the form attached hereto as Exhibit A. 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 documents related to the Company occurs; or (2) prior transactions contemplated by this Agreement as an exhibits 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 the preceding paragraph 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 Mxxxxx Sxxxxxx of any earnings release, news or event that may give rise to an extension of the initial 180-day restricted periodRegistration Statement.

Agreements to Sell and Purchase. Each Seller, severally and not jointly, 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 such Seller the Company the respective numbers 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) 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 the right to purchase, severally and not jointly, up to 865,000 697,500 Additional Shares at the Purchase Price. You may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice of each election to exercise the option not later than 30 days after the date of this Agreement. 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. Each purchase date must be at least one two business day days after the written notice is given and may not be earlier than the closing date for the Firm Shares Closing Date (as defined in Section 4 hereof) nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 5 4 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. On each day, if any, that Additional Shares are to be purchased (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 II 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 Mxxxxx Sxxxxxx on behalf of the Underwriters, it will not, during the period ending 180 days after the date of the Prospectus, (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 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, except for registration statements on Form S-8 (or equivalent forms). The restrictions contained in the preceding paragraph shall not apply to (a) the Shares to be sold hereunder, (b) the issuance by the Company of restricted shares of Common Stock or options to acquire Common Stock pursuant to the Company’s employee benefit plans, stock option plans or other employee compensation plans described in the Prospectus, (c) the issuance by the Company of shares of Common Stock upon the exercise of an option that was issued pursuant to the Company’s employee benefit plans, stock option plans or other employee compensation plans described in the Prospectus, (d) the issuance by the Company of shares of Common Stock upon exercise of a warrant or the conversion of a security outstanding on the date hereof that has been disclosed in the Prospectus or of which the Underwriters have been advised in writing, or (e) the issuance by the Company of up to an aggregate of three hundred thousand (300,000) shares of Common Stock (or securities convertible into or exercisable or exchangeable for Common Stock) in connection with acquisitions or other business combinations, strategic alliances or similar relationships, including, without limitation, relationships with original equipment manufacturers, distributors, resellers and suppliers; provided that such recipient shall sign and deliver a lock-up agreement in the form attached hereto as Exhibit A. 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 the preceding paragraph 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 Mxxxxx Sxxxxxx 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. Each Seller, severally and not jointly, 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 such Seller at $___a share (the “Purchase Price”) Company 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 respective numbers of Firm Shares set forth in Schedule II I hereto opposite its name at $______ a share (the name of such Underwriter bears to the total number of Firm Shares"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 the a one-time right to purchase, severally and not jointly, up to 865,000 975,000 Additional Shares at the Purchase Price. You may exercise this right If you, on behalf of the Underwriters Underwriters, elect to exercise such option, you shall so notify the Company in whole or from time to time in part by giving written notice writing not later than 30 days after the date of this Agreement. Any exercise , 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. Each purchase Such date must may be at least one business day after the written notice is given and may same as the Closing Date (as defined below) but not be earlier than the closing date for the Firm Shares Closing Date nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 5 4 hereof solely for the purpose of covering over-over- allotments made in connection with the offering of the Firm Shares. On each day, if any, that If any Additional Shares are to be purchased (an “Option Closing Date”)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 Option Closing Date as the number of Firm Shares set forth in Schedule II 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 Mxxxxx Sxxxxxx on behalf of the Underwriters, it will not, during the period ending 180 days 180th day after the date of the Prospectus, (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 Prospectus unless the recipient of such 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 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, except for registration statements on Form S-8 (or equivalent forms). The restrictions contained in the preceding paragraph shall not apply to (a) the Shares to be sold hereunder, (b) the issuance by the Company of restricted shares of Common Stock or options executes and delivers to acquire Common Stock pursuant to the Company’s employee benefit plans, stock option plans you on or other employee compensation plans described in the Prospectus, (c) the issuance by the Company of shares of Common Stock upon the exercise of an option that was issued pursuant to the Company’s employee benefit plans, stock option plans or other employee compensation plans described in the Prospectus, (d) the issuance by the Company of shares of Common Stock upon exercise of a warrant or the conversion of a security outstanding on before the date hereof that has been disclosed in the Prospectus or of which the Underwriters have been advised in writing, or (e) the such issuance by the Company of up to an aggregate of three hundred thousand (300,000) shares of Common Stock (or securities convertible into or exercisable or exchangeable for Common Stock) in connection with acquisitions or other business combinations, strategic alliances or similar relationships, including, without limitation, relationships with original equipment manufacturers, distributors, resellers and suppliers; provided that such recipient shall sign and deliver a "lock-up up" agreement substantially in the form attached hereto as Exhibit A. 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 provided 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 the preceding paragraph 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 Mxxxxx Sxxxxxx of any earnings release, news or event that may give rise to an extension of the initial 180-day restricted periodUnderwriters.

Agreements to Sell and Purchase. 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 “Purchase Price”"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 Additional Shares, and the Underwriters shall have the a one-time right to purchase, severally and not jointly, up to 865,000 202,500 Additional Shares at the Purchase Price. You may exercise this right If you, on behalf of the Underwriters Underwriters, elect to exercise such option, you shall so notify the Company in whole or from time to time in part by giving written notice writing not later than 30 days after the date of this Agreement. Any exercise , 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. Each purchase Such date must may be at least one business day after the written notice is given and may same as the Closing Date (as defined below) but not be earlier than the closing date for the Firm Shares Closing Date nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 5 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. On each day, if any, that If any Additional Shares are to be purchased (an “Option Closing Date”)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 Option Closing Date 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. The Company Each Seller hereby agrees that, without the prior written consent of Mxxxxx Sxxxxxx Morgxx Xxxnxxx & Xo. Incorporated on behalf of the Underwriters, it will not, during the period ending 180 90 days after the date of the Prospectus, (1i) 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 (2ii) 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 (1i) or (2ii) above is to be settled by delivery 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, except for registration statements on Form S-8 (or equivalent forms)otherwise. The restrictions contained in the preceding paragraph foregoing sentence shall not apply to (aA) the Shares to be sold hereunder, (b) the issuance by the Company of restricted shares of Common Stock or options to acquire Common Stock pursuant to the Company’s employee benefit plans, stock option plans or other employee compensation plans described in the Prospectus, (cB) the issuance by the Company of shares of Common Stock upon the exercise of an option that was issued pursuant to the Company’s employee benefit plans, stock option plans or other employee compensation plans described in the Prospectus, (d) the issuance by the Company of shares of Common Stock upon exercise of a warrant or the conversion of a security outstanding on the date hereof that has been disclosed in the Prospectus or of which the Underwriters have been advised in writing, writing or (eC) the issuance transactions by any person other than the Company of up relating to an aggregate of three hundred thousand (300,000) shares of Common Stock (or other securities acquired in open market transactions after the completion of the offering of the Shares. In addition, each Selling Shareholder, agrees that, without the prior written consent of Morgxx Xxxnxxx & Xo. 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 of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock) in connection with acquisitions or other business combinations, strategic alliances or similar relationships, including, without limitation, relationships with original equipment manufacturers, distributors, resellers and suppliers; provided that such recipient shall sign and deliver a lock-up agreement in the form attached hereto as Exhibit A. 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 the preceding paragraph 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 Mxxxxx Sxxxxxx 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. 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 “"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 issue and sell to the Underwriters the Additional Shares, and the Underwriters shall have the a one-time right to purchase, severally and not jointly, up to 865,000 360,000 Additional Shares at the Purchase Price. You may exercise this right If you, on behalf of the Underwriters Underwriters, elect to exercise such option, you shall so notify the Company in whole or from time to time in part by giving written notice writing not later than 30 days after the date of this Agreement. Any exercise , 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. Each purchase Such date must may be at least one business day after the written notice is given and may same as the Closing Date (as defined below) but not be earlier than the closing date for the Firm Shares Closing Date nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 5 4 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. On each day, if any, that If any Additional Shares are to be purchased (an “Option Closing Date”)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 Option Closing Date 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. The Company Each Seller hereby agrees that, without the prior written consent of Mxxxxx Sxxxxxx Xxxxxx Xxxxxxx & Co. Incorporated on behalf of the Underwriters, it will not, during the period ending 180 90 days after the date of the Prospectus, (1i) 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 (2ii) 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 (1i) or (2ii) above is to be settled by delivery 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, except for registration statements on Form S-8 (or equivalent forms)otherwise. The restrictions contained in the preceding paragraph foregoing sentence shall not apply to (aA) the sale of any Shares to the Underwriters to be sold hereunder, (b) the issuance by the Company of restricted shares of Common Stock or options to acquire Common Stock pursuant to the Company’s employee benefit plans, stock option plans or other employee compensation plans described in the Prospectus, (cB) the issuance by the Company of shares of Common Stock upon the exercise of an stock options or warrants outstanding on the date hereof or described as outstanding or reserved for issuance under the option that was issued pursuant to the Company’s employee benefit plans, stock option plans or other employee compensation plans described in the Prospectus, or any other issuances of Common Stock or options to acquire Common Stock hereafter under the option or equity incentive plans described in the Prospectus, or (dC) the issuance by the Company of Common Stock under the employee stock purchase plan described in the Prospectus. 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 the date of the Prospectus, make any demand for, or exercise any right with respect to, the registration of any shares of Common Stock upon exercise of a warrant or the conversion of a any security outstanding on the date hereof that has been disclosed in the Prospectus or of which the Underwriters have been advised in writing, or (e) the issuance by the Company of up to an aggregate of three hundred thousand (300,000) shares of Common Stock (or securities convertible into or exercisable or exchangeable for Common Stock) in connection with acquisitions or other business combinations, strategic alliances or similar relationships, including, without limitation, relationships with original equipment manufacturers, distributors, resellers and suppliers; provided that such recipient shall sign and deliver a lock-up agreement in the form attached hereto as Exhibit A. 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 the preceding paragraph 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 Mxxxxx Sxxxxxx 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. Each Seller, severally and not jointly, 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 such Seller the Company 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 the Company as the number of Firm Shares set forth in Schedule II 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 agrees Selling Shareholders agree to sell to the Underwriters the Additional Shares, and the Underwriters shall have the a one-time right to purchase, severally and not jointly, up to 865,000 450,000 Additional Shares at the Purchase Price. You may exercise this right If you, on behalf of the Underwriters Underwriters, elect to exercise such option, you shall so notify the Selling Shareholders in whole or from time to time in part by giving written notice writing not later than 30 days after the date of this Agreement. Any exercise , 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. Each purchase Such date must may be at least one business day after the written notice is given and may same as the Closing Date (as defined below) but not be earlier than the closing date for the Firm Shares Closing Date nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 5 6 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. On each day, if any, that If any Additional Shares are to be purchased (an “Option Closing Date”)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 Option Closing Date as the number of Firm Shares set forth in Schedule II 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 Mxxxxx Sxxxxxx Morgxx Xxxnxxx & Xo. Incorporated on behalf of the Underwriters, it will not, during the period ending 180 90 days after the date of the Prospectus, (1i) 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 or exercisable or exchangeable for Common Stock or (2ii) 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 (1i) or (2ii) above is to be settled by delivery 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, except for registration statements on Form S-8 (or equivalent forms)otherwise. The restrictions contained in the preceding paragraph foregoing sentence shall not apply (A) to (a) the Shares to be sold hereunder, (bB) the issuance by the Company of restricted shares of Common Stock or options to acquire Common Stock pursuant to the Company’s employee benefit plans, stock option plans or other employee compensation plans described in the Prospectus, (c) the issuance by the Company of shares of Common Stock upon the exercise of an option that was issued pursuant to the Company’s employee benefit plans, stock option plans or other employee compensation plans described in the Prospectus, (d) the issuance by the Company of shares of Common Stock upon exercise of a warrant or the conversion of a security outstanding on the date hereof that has been disclosed in the Prospectus or of which the Underwriters have been advised in writing, (C) to any options granted or (e) the issuance by the Company of up to an aggregate of three hundred thousand (300,000) shares of Common Stock issued pursuant to existing benefit plans of the Company or (D) with respect to any Selling Shareholder, to any sale of shares of Common Stock which are subject to an existing pledge or securities other security arrangement on the date hereof of which the Underwriters have been advised in writing, in good faith pursuant to the terms of such pledge or arrangement. In addition, each Selling Shareholder, agrees that, without the prior written consent of Morgxx Xxxnxxx & Xo. 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 of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock) in connection with acquisitions or other business combinations, strategic alliances or similar relationships, including, without limitation, relationships with original equipment manufacturers, distributors, resellers and suppliers; provided that such recipient shall sign and deliver a lock-up agreement in the form attached hereto as Exhibit A. 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 the preceding paragraph 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 Mxxxxx Sxxxxxx 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. 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 “"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 Additional Shares, and the Underwriters shall have the a one-time right to purchase, severally and not jointly, up to 865,000 903,000 Additional Shares at the Purchase Price. You may exercise this right If you, on behalf of the Underwriters Underwriters, elect to exercise such option, you shall so notify the Company in whole or from time to time in part by giving written notice writing not later than 30 days after the date of this Agreement. Any exercise , 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. Each purchase Such date must may be at least one business day after the written notice is given and may same as the Closing Date (as defined below) but not be earlier than the closing date for the Firm Shares Closing Date nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 5 hereof solely for the purpose of covering over-over- allotments made in connection with the offering of the Firm Shares. On each day, if any, that If any Additional Shares are to be purchased (an “Option Closing Date”)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 Option Closing Date 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. The Company Each Seller hereby agrees that, without the prior written consent of Mxxxxx Sxxxxxx Xxxxxx Xxxxxxx & Co. Incorporated on behalf of the Underwriters, it will not, during the period ending 180 at least 90 days after the date of the Prospectus, (1i) 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 (2ii) 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 (1i) or (2ii) above is to be settled by delivery 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, except for registration statements on Form S-8 (or equivalent forms)otherwise. The restrictions contained in the preceding paragraph foregoing sentence shall not apply to (aA) the Shares to be sold hereunder, (b) the issuance by the Company of restricted shares of Common Stock or options to acquire Common Stock pursuant to the Company’s employee benefit plans, stock option plans or other employee compensation plans described in the Prospectus, (cB) the issuance by the Company of shares of Common Stock upon the exercise of an option that was issued pursuant to the Company’s employee benefit plans, stock option plans or other employee compensation plans described in the Prospectus, (d) the issuance by the Company of shares of Common Stock upon exercise of a warrant or the conversion of a security outstanding on the date hereof that has been disclosed in the Prospectus or of which the Underwriters have been advised in writing, or (eC) the issuance transactions by any person other than the Company of up relating to an aggregate of three hundred thousand (300,000) shares of Common Stock or other securities acquired in open market transactions after the completion of the offering of the Shares, (D) the grant of options to purchase Common Stock or securities the issuance of restricted stock pursuant to the Company's 1998 Stock Plan, or (E) the issuance of purchase rights and shares of Common Stock pursuant to the Company's 1999 Employee Stock Purchase Plan. In addition, each Selling Shareholder, agrees that, without the prior written consent of Xxxxxx Xxxxxxx & Co. Incorporated on behalf of the Underwriters, it will not, during the period ending at least 90 days after the date 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) in connection with acquisitions or other business combinations, strategic alliances or similar relationships, including, without limitation, relationships with original equipment manufacturers, distributors, resellers and suppliers; provided that such recipient shall sign and deliver a lock-up agreement in the form attached hereto as Exhibit A. 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 the preceding paragraph 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 Mxxxxx Sxxxxxx 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. 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 “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 Additional Shares, and the Underwriters shall have the right to purchase, severally and not jointly, up to 865,000 3,852,075 Additional Shares at the Purchase Price. You may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice not later than 30 days after the date of this Agreement. 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. Each purchase date must be at least one business day after the written notice is given and may not be 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 5 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. On each day, if any, that Additional Shares are to be purchased (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 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 Mxxxxx Sxxxxxx Xxxxxx Xxxxxxx and Xxxxxxx, Xxxxx & Co. (“Xxxxxxx Sachs”) on behalf of the Underwriters, it will not, during the period ending 180 days after the date of the Prospectus, (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 securities, directly or indirectly, convertible into or exercisable or exchangeable for Common Stock whether now owned or hereafter acquired by such Seller or with respect to which such Seller has or hereafter acquires the power of disposition 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 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, except for registration statements on Form S-8 (or equivalent forms). The restrictions contained in the preceding paragraph shall not apply to (a) the Shares to be sold hereunder, (b) the issuance by the Company of restricted shares of Common Stock or options to acquire Common Stock pursuant to the Company’s employee benefit plans, stock option plans or other employee compensation plans described in the Prospectus, (c) the issuance by the Company of shares of Common Stock upon the exercise of an option that was issued pursuant granted under a stock incentive plan or stock purchase plan of the Company described in the Prospectus, the grant of options to purchase Common Stock and restricted stock awards to employees, consultants, advisors, officers or directors of the Company’s employee benefit plans, Company under the stock option plans or other employee compensation incentive plans described in the Prospectus, (d) the issuance by the Company of shares of Common Stock upon exercise of a warrant warrant, or the conversion of a security outstanding on the date hereof that has been disclosed hereof, in the Prospectus or each case, of which the Underwriters have been advised in writingwriting or that is disclosed in the Time of Sale Prospectus, or (ec) the issuance transactions by the Company of up a Selling Shareholder relating to an aggregate of three hundred thousand (300,000) shares of Common Stock or other securities acquired in open market transactions after the completion of the offering of the Shares, provided that no filing under Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), shall be required or shall be voluntarily made in connection with subsequent sales of Common Stock or other securities acquired in such open market transactions, (d) transfers by a Selling Shareholder of shares of Common Stock or any security, directly or indirectly, convertible into Common Stock as a bona fide gift, (e) transfers by a Selling Shareholder to family members or to trusts for the benefit of such Selling Shareholder or family members of such Selling Shareholder, in each case, for estate planning purposes (f) distributions by a Selling Shareholder of shares of Common Stock or any security, directly or indirectly, convertible into Common Stock to limited partners, members or stockholders of the Selling Shareholder; provided that in the case of any transfer or distribution pursuant to clause (d)-(f), each donee or distributee shall enter into a written agreement accepting the restrictions set forth in the preceding paragraph and this paragraph as if it were a Selling Shareholder and in the case of any transfer or distribution pursuant to clause (d)-(f) or any exercise of any option or warrant or conversion of any security pursuant to clause (b), 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 in respect of the transfer, exercise or distribution during the 180-day restricted period, or (g) 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. In addition, each Selling Shareholder, agrees that, without the prior written consent of Xxxxxx Xxxxxxx and Xxxxxxx Xxxxx on behalf of the Underwriters, it will not, during the period ending 180 days after the date 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) . Each Selling Shareholder 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 Shareholder except in connection compliance with acquisitions or other business combinations, strategic alliances or similar relationships, including, without limitation, relationships with original equipment manufacturers, distributors, resellers and suppliers; provided that such recipient shall sign and deliver a lock-up agreement in the form attached hereto as Exhibit A. foregoing restrictions. 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 the preceding paragraph 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 Mxxxxx Sxxxxxx Xxxxxx Xxxxxxx and Xxxxxxx Xxxxx 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. 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 “"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 Additional Shares, and the Underwriters shall have the a one-time right to purchase, severally and not jointly, up to 865,000 375,000 Additional Shares at the Purchase Price. You may exercise this right If you, on behalf of the Underwriters Underwriters, elect to exercise such option, you shall so notify the Company in whole or from time to time in part by giving written notice writing not later than 30 days after the date of this Agreement. Any exercise , 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. Each purchase Such date must may be at least one business day after the written notice is given and may same as the Closing Date (as defined below) but not be earlier than the closing date for the Firm Shares Closing Date nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 5 hereof solely for the purpose of covering over-over- allotments made in connection with the offering of the Firm Shares. On each day, if any, that If any Additional Shares are to be purchased (an “Option Closing Date”)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 Option Closing Date 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. The Company Each Seller hereby agrees that, without the prior written consent of Mxxxxx Sxxxxxx Xxxxxx Xxxxxxx & Co. Incorporated ("Xxxxxx Xxxxxxx") on behalf of the Underwriters, it will not, during the period commencing on the date hereof and ending 180 90 days after the date of the Prospectus, (1i) 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 (2ii) 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 (1i) or (2ii) above is to be settled by delivery 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, except for registration statements on Form S-8 (or equivalent forms)otherwise. The restrictions contained in the preceding paragraph foregoing sentence shall not apply to (aA) the Shares to be sold hereunder, (b) the issuance by the Company of restricted shares of Common Stock or options to acquire Common Stock pursuant to the Company’s employee benefit plans, stock option plans or other employee compensation plans described in the Prospectus, (cB) the issuance by the Company of shares of Common Stock upon the exercise of an option that was issued pursuant to the Company’s employee benefit plans, stock option plans or other employee compensation plans described in the Prospectus, (d) the issuance by the Company of shares of Common Stock upon exercise of a warrant or the conversion of a security outstanding described in the Prospectus, (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, (D) issuances of shares of Common Stock or options to purchase shares of Common Stock pursuant to the Company's employee benefit plans as in existence on the date hereof that has been disclosed and consistent with past practices or (E) in the Prospectus or case of which the Underwriters have been advised in writingSelling Shareholders, or (e) the issuance by the Company of up transactions relating to an aggregate of three hundred thousand (300,000) shares of Common Stock (or other securities acquired in open market transactions after the completion of the public offering contemplated by this Agreement. In addition, each Selling Shareholder, agrees that, without the prior written consent of Xxxxxx Xxxxxxx 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 of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock) in connection with acquisitions or other business combinations, strategic alliances or similar relationships, including, without limitation, relationships with original equipment manufacturers, distributors, resellers and suppliers; provided that such recipient shall sign and deliver a lock-up agreement in the form attached hereto as Exhibit A. 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 the preceding paragraph 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 Mxxxxx Sxxxxxx 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. Each Seller, severally and not jointly, 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, the conditions hereinafter stated, Company agrees to issue and sell the Firm Shares and each Underwriter agrees, severally and not jointly, to purchase from such Seller the Company at a price per share of $___a share 31.865 (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 Sharesin Schedule I hereto. 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 the right to purchase, severally and not jointly, up to 865,000 the Additional Shares from the Company at the Purchase Price. You may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice not later than 30 days after the date of this Agreement. 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. Each purchase date must be at least one business day after the written notice is given and may not be 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 5 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. On each 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, provided that if such thirtieth day is not a New York Stock Exchange trading day, if anythe thirtieth day will be the next succeeding New York Stock Exchange trading day. 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), that (ii) no later than seven business days after such notice has been given and (iii) no earlier than two business days after such notice has been given; unless otherwise agreed upon by the Underwriters and the Company. If any Additional Shares are to be purchased (an “Option Closing Date”)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 on such Option Closing Date from the Company as the number of Firm Shares set forth in Schedule II hereto opposite the name of such Underwriter in Schedule I bears to the total number of Firm Shares. The Company hereby agrees that, without the prior written consent of Mxxxxx Sxxxxxx on behalf of the Underwriters, it will not, during the period ending 180 days after the date of the Prospectus, (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 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, except for registration statements on Form S-8 (or equivalent forms). The restrictions contained in the preceding paragraph shall not apply to (a) the Shares to be sold hereunder, (b) the issuance by the Company of restricted shares of Common Stock or options to acquire Common Stock pursuant to the Company’s employee benefit plans, stock option plans or other employee compensation plans described in the Prospectus, (c) the issuance by the Company of shares of Common Stock upon the exercise of an option that was issued pursuant to the Company’s employee benefit plans, stock option plans or other employee compensation plans described in the Prospectus, (d) the issuance by the Company of shares of Common Stock upon exercise of a warrant or the conversion of a security outstanding on the date hereof that has been disclosed in the Prospectus or of which the Underwriters have been advised in writing, or (e) the issuance by the Company of up to an aggregate of three hundred thousand (300,000) shares of Common Stock (or securities convertible into or exercisable or exchangeable for Common Stock) in connection with acquisitions or other business combinations, strategic alliances or similar relationships, including, without limitation, relationships with original equipment manufacturers, distributors, resellers and suppliers; provided that such recipient shall sign and deliver a lock-up agreement in the form attached hereto as Exhibit A. 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 the preceding paragraph 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 Mxxxxx Sxxxxxx 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. 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 “"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 Selling Stockholders agree to sell to the Underwriters the Additional Shares, and the Underwriters shall have the right to purchase, severally and not jointly, up to 865,000 Additional Shares at the Purchase Price. You may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice not later than 30 days after the date of this Agreement. 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. Each purchase date must be at least one business day after the written notice is given and may not be 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 5 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. On each day, if any, that Additional Shares are to be purchased (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 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 Mxxxxx Sxxxxxx Xxxxxx Xxxxxxx & Co. LLC on behalf of the Underwriters, it will not, during the period ending 180 days after the date of the Prospectus, (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 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 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 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, except for registration statements on Form S-8 (or equivalent forms). The restrictions contained in the preceding paragraph shall not apply to (a) the Shares to be sold hereunder, (b) the issuance by the Company of restricted (i) up to 3,400 shares of Class B common stock, par value $0.001 per share, to certain employees of the Company, (ii) shares of Common Stock or options to acquire Common Stock non-executive directors of the Company pursuant to the Company’s employee benefit plansBonanza Creek Energy, stock option plans or other employee compensation plans described Inc. 2011 Long Term Incentive Plan in the Prospectus, form filed as exhibit 10.10 to the Registration Statement (cthe "Long Term Incentive Plan") provided that such shares of Common Stock do not vest earlier than the issuance by 180th day after the Company date of the Prospectus and (iii) shares of Common Stock upon the exercise of an option that was issued pursuant to the Company’s employee benefit plans, stock option plans or other employee compensation plans described in the Prospectus, (d) the issuance by the Company of shares of Common Stock upon exercise of a warrant or the conversion of a security outstanding on the date hereof that has been disclosed in the Prospectus or of which the Underwriters have been advised in writing, or (ec) the issuance transactions by the Company of up a Selling Stockholder relating to an aggregate of three hundred thousand (300,000) shares of Common Stock or other securities acquired in open market transactions after the completion of the offering of the Shares, provided that no filing under Section 16(a) of the Exchange Act shall be required or shall be voluntarily made in connection with subsequent sales of Common Stock or other securities acquired in such open market transactions, (d) transfers by a Selling Stockholder of shares of Common Stock or any security convertible into Common Stock as a bona fide gift, (e) distributions by a Selling Stockholder of shares of Common Stock or any security convertible into Common Stock to limited partners or stockholders of the Selling Stockholder; provided that in the case of any transfer or distribution pursuant to clause (d) or (e), (i) each donee or distributee shall enter into a written agreement accepting the restrictions set forth in the preceding paragraph and this paragraph as if it were a Selling Stockholder and (ii) 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 in respect of the transfer or distribution during the 180-day restricted period, (f) 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 and no public announcement or filing under the Exchange Act regarding the establishment of such plan shall be required of or voluntarily made by or on behalf of the undersigned or the Company or (g) the filing of one or more registration statements on Form S-8 to register Common Stock or any other securities convertible into or exercisable or exchangeable for Common Stock) in connection with acquisitions or other business combinationsStock pursuant to the Long Term Incentive Plan. In addition, strategic alliances or similar relationshipseach Selling Stockholder, includingagrees that, without limitationthe prior written consent of Xxxxxx Xxxxxxx & Co. LLC on behalf of the Underwriters, relationships it will not, during the period ending 180 days after the date of the Prospectus, make any demand for, or exercise any right with original equipment manufacturersrespect to, distributors, resellers 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 suppliers; provided that registrar against the transfer of any Shares held by such recipient shall sign and deliver a lock-up agreement Selling Stockholder except in compliance with the form attached hereto as Exhibit A. foregoing restrictions. 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 the preceding paragraph 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 Mxxxxx Sxxxxxx Xxxxxx Xxxxxxx & Co. LLC of any earnings release, news or event that may give rise to an extension of the initial 180-day restricted period. The Underwriters agree that, upon the termination, amendment or waiver (other than pursuant to this sentence) by Xxxxxx Xxxxxxx & Co. LLC of any of the Underwriters' rights under (i) Section 3 of this Underwriting Agreement relating to any Selling Stockholder or (ii) agreements containing lock-up provisions substantially similar to the lock-up provisions contained in this Section 3 that have been executed by persons affiliated with D.E. Shaw Synoptic Portfolios 5, L.L.C. (collectively, the "Other Lock-Up Agreements"), the provisions of this Section 3 as they relate to the Selling Stockholders shall automatically be terminated or amended, or the rights hereunder automatically waived, as the case may be, in the same proportion as such Other Lock-Up Agreements. Xxxxxx Xxxxxxx & Co. LLC shall notify the undersigned promptly of any termination, amendment or waiver of any provision of any of the Other Lock-Up Agreements to which the first sentence of this paragraph applies. If Xxxxxx Xxxxxxx & Co. LLC, in its sole discretion, agrees to release or waive the restrictions set forth in a lock-up letter described in Section 6(j) 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.

Agreements to Sell and Purchase. 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 “"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 Additional Shares, and the Underwriters shall have the a one-time right to purchase, severally and not jointly, up to 865,000 _______________ Additional Shares at the Purchase Price. You may exercise this right If you, on behalf of the Underwriters Underwriters, elect to exercise such option, you shall so notify the Company in whole or from time to time in part by giving written notice writing not later than 30 days after the date of this Agreement. Any exercise , 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. Each purchase Such date must may be at least one business day after the written notice is given and may same as the Closing Date (as defined below) but not be earlier than the closing date for the Firm Shares Closing Date nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 5 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. On each day, if any, that If any Additional Shares are to be purchased (an “Option Closing Date”)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 Option Closing Date 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. The Company Each Seller hereby agrees that, without the prior written consent of Mxxxxx Sxxxxxx Xxxxxx Xxxxxxx & Co. Incorporated on behalf of the Underwriters, it will not, during the period ending 180 days after the date of the Prospectus, (1i) 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 or exercisable or exchangeable for Common Stock or (2ii) 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 (1i) or (2ii) above is to be settled by delivery 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, except for registration statements on Form S-8 (or equivalent forms)otherwise. The restrictions contained in the preceding paragraph foregoing sentence shall not apply to (aA) the Shares to be sold hereunder, hereunder or (b) the issuance by the Company of restricted shares of Common Stock or options to acquire Common Stock pursuant to the Company’s employee benefit plans, stock option plans or other employee compensation plans described in the Prospectus, (cB) the issuance by the Company of shares of Common Stock upon the exercise of an option that was issued pursuant to the Company’s employee benefit plans, stock option plans or other employee compensation plans described in the Prospectus, (d) the issuance by the Company of shares of Common Stock upon exercise of a warrant or the conversion of a security outstanding on the date hereof that has been disclosed in the Prospectus or of which the Underwriters have been advised in writing. In addition, each Selling Shareholder, agrees that, without the prior written consent of Xxxxxx Xxxxxxx & Co. Incorporated on behalf of the Underwriters, it will not, during the period ending 180 days after the date of the Prospectus, make any demand for, or (e) exercise any right with respect to, the issuance by the Company registration of up to an aggregate of three hundred thousand (300,000) any shares of Common Stock (or securities any security convertible into or exercisable or exchangeable for Common Stock) in connection with acquisitions or other business combinations, strategic alliances or similar relationships, including, without limitation, relationships with original equipment manufacturers, distributors, resellers and suppliers; provided that such recipient shall sign and deliver a lock-up agreement in the form attached hereto as Exhibit A. 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 the preceding paragraph 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 Mxxxxx Sxxxxxx 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. 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 [•] per 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 Selling Shareholder agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have the right to purchase, severally and not jointly, up to 865,000 [•] Additional Shares at the Purchase Price. You may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice not later than 30 days after the date of this Agreement. 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. Each purchase date must be at least one business day after the written notice is given and may not be 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 5 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. On each day, if any, that Additional Shares are to be purchased (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 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 Mxxxxx Sxxxxxx Xxxxxx Xxxxxxx on behalf of the Underwriters, it will not, during the period ending 180 days after the date of the Prospectus, (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 beneficially owned (as such term is used in Rule 13d-3 of the Exchange Act) or any other securities so owned 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 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, except for registration statements on Form S-8 (or equivalent forms). The restrictions contained in the preceding paragraph shall not apply to (a) the a)the Shares to be sold hereunder, (b) the issuance by the Company of restricted shares of Common Stock or options to acquire Common Stock pursuant to the Company’s employee benefit plans, stock option plans or other employee compensation plans described in the Prospectus, (c) the issuance by the Company of shares of Common Stock upon the exercise of an option that was issued pursuant to the Company’s employee benefit plans, stock option plans or other employee compensation plans described in the Prospectus, (d) the issuance by the Company of shares of Common Stock upon exercise of a warrant or the conversion of a security outstanding on the date hereof that has been disclosed and described in the Prospectus or Time of which the Underwriters have been advised in writingSale Prospectus, or (ec) the issuance by the Company of up options or other stock-based compensation pursuant to an aggregate equity compensation plans in existence on the date hereof and, in each case, described in the Time of three hundred thousand Sale Prospectus, (300,000d) any repurchase by the Company or any of its subsidiaries of any shares of Common Stock or any security convertible into Common Stock held by any director or officer of the Company pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or agreement in connection with such director’s or officer’s termination of employment with the Company, provided that the terms of any such plan or agreement require such repurchase, (e) transactions by the Selling Shareholder relating to shares of Common Stock or other securities acquired in open market transactions after the completion of the offering of the Shares, provided that no filing under Section 16(a) of the Exchange Act shall be required or shall be voluntarily made in connection with subsequent sales of Common Stock or other securities acquired in such open market transactions, (f) transfers by the Selling Shareholder of shares of Common Stock or any security convertible into Common Stock as a bona fide gift or by will or intestacy, (g) transfers by the Selling Shareholder of shares of Common Stock or any security convertible into Common Stock to any trust for the direct or indirect benefit of the Selling Shareholder or the immediate family of the Selling Shareholder (for purposes of this Agreement, immediate family shall mean any relationship by blood, not more remote than first cousin, marriage or adoption), (h) distributions by the Selling Shareholder of shares of Common Stock or any security convertible into Common Stock to affiliates of the Selling Shareholder, including general or limited partners, members, stockholders or wholly-owned subsidiaries of the Selling Shareholder; provided that in the case of any transfer or distribution pursuant to clause (f), (g) or (h), (i) each donee, distributee, beneficiary, heir, trustee or transferee shall enter into a written agreement accepting the restrictions set forth in the preceding paragraph and this paragraph as if it were a Selling Shareholder and (ii) 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 in respect of the transfer or distribution during the 180-day restricted period, except the Selling Shareholder may make such a filing in the case of a distribution pursuant to clause (h), provided that such filing clearly states that (i) the reduction in beneficial ownership of shares of Common Stock of the Selling Shareholder is the result of a distribution of shares of Common Stock to its general or limited partners, members, stockholders or wholly-owned subsidiaries and (ii) all such distributees entered into a written agreement accepting the restrictions set forth in the preceding paragraph and this paragraph as if it were a Selling Shareholder, (i) 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 such plan does not provide for the transfer of Common Stock during the 180-day restricted period and no public announcement or filing under the Exchange Act regarding the establishment or amendment of such plan shall be required of or voluntarily made by or on behalf of the Selling Shareholder or the Company, (j) the issuance by the Company of shares of Common Stock as consideration for bona fide acquisitions, joint ventures, strategic partnerships or collaboration arrangements, provided that any recipients thereof agree to enter into lock-up agreements in the form of Exhibit A hereto with respect to the remaining portion of the 180-day restricted period or any extension thereof and the aggregate number of shares of Common Stock issued as such consideration shall not exceed 5.0% of the outstanding Common Stock on the date of this Agreement, as adjusted to include the Shares offered pursuant to this Agreement (as adjusted for stock splits, stock dividends and other similar events after the date hereof), (k) the filing of one or more registration statements on Form S-8 with the Commission with respect to shares of Common Stock issued or issuable under any equity compensation plan or one or more registration statements on Form S-4 with respect to any shares of Common Stock permitted to be issued pursuant to clause (j) above, (l) any transfer of shares of Common Stock or any security convertible into Common Stock pursuant to a bona fide third-party tender offer, merger, consolidation or other similar transaction made to all holders of the Common Stock involving a change of control of the Company, provided that in the event that the tender offer, merger, consolidation or other such transaction is not completed, the Common Stock owned by the Selling Shareholder shall remain subject to the restrictions contained in this Agreement, (m) making any demand for, or exercising 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) in connection with acquisitions or other business combinations, strategic alliances or similar relationships, including, without limitation, relationships with original equipment manufacturers, distributors, resellers and suppliers; provided that no registration statement shall be filed with the Commission pursuant to such recipient shall sign demand or right during the restricted period, or (n) the exercise of any options to purchase Common Stock held by a Selling Shareholder in accordance with their terms and deliver a lock-up agreement described in the form attached hereto as Exhibit A. Prospectus, provided that the Common Stock issued to the Selling Shareholder shall remain subject to the restrictions contained in this Agreement. The Selling Shareholder consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of any Shares held by the Selling Shareholder except in compliance with the foregoing restrictions. 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 restricted period, the restrictions imposed by the preceding paragraph 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 Mxxxxx Sxxxxxx Xxxxxx Xxxxxxx of any earnings release, news or event that may give rise to an extension of the initial 180-day restricted period. If Xxxxxx Xxxxxxx, in its sole discretion, agrees to release or waive the restrictions set forth in a lock-up letter described in Section 6(g) 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.

Agreements to Sell and Purchase. 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 “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 Additional Shares, and the Underwriters shall have the right to purchase, severally and not jointly, up to 865,000 [ ] Additional Shares at the Purchase Price. You may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice not later than 30 days after the date of this Agreement. 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. Each purchase date must be at least one business day after the written notice is given and may not be 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 5 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. On each day, if any, that Additional Shares are to be purchased (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 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 Mxxxxx Sxxxxxx Xxxxxx Xxxxxxx & Co. Incorporated and X.X. Xxxxxx Securities Inc. on behalf of the Underwriters, it will not, during the period ending 180 days after the date of the Prospectus, (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 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, except for registration statements on Form S-8 (or equivalent forms). The restrictions contained in the preceding paragraph shall not apply to (a) the Shares to be sold hereunder, (b) the issuance by the Company of restricted shares of Common Stock or options to acquire Common Stock pursuant to the Company’s employee benefit plans, stock option plans or other employee compensation plans described in the Prospectus, (c) the issuance by the Company of shares of Common Stock upon the exercise of an option that was issued pursuant or warrant or the conversion of a security granted under employee stock plans existing on the date hereof or otherwise outstanding on the date hereof, grants of employee stock options or restricted stock in accordance with the terms of a plan in effect on the date hereof, (c) the filing of a registration statement with the Commission on Form S-8 relating to the Company’s employee benefit plans, stock option plans or other employee compensation plans described offering of securities in accordance with the Prospectusterms of a plan in effect on the date hereof, (d) the issuance by the Company of up to the number of shares representing 10% of the total number of outstanding shares of the Common Stock (or options, warrants or convertible securities relating to shares of Common Stock upon exercise Stock) in connection with bona fide mergers or acquisitions, joint ventures, commercial relationships or other strategic transactions, provided that the acquiree of a warrant or the conversion of a security outstanding on the date hereof that has been disclosed in the Prospectus or of which the Underwriters have been advised in writing, or (e) the issuance by the Company of up to an aggregate of three hundred thousand (300,000) any such shares of Common Stock (or options, warrants or convertible securities relating to shares of Common Stock) so issued enters into an agreement in the form of Exhibit A hereto with respect to such shares of Common Stock (or options, warrants or convertible securities relating to shares of Common Stock) for the remainder of the 180 day restricted period and possible extension of such period described below in this paragraph, (e) transactions by a Selling Stockholder relating to shares of Common Stock or other securities acquired in open market transactions after the completion of the offering of the Shares, provided that no filing under Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), shall be required or shall be voluntarily made in connection with subsequent sales of Common Stock or other securities acquired in such open market transactions, (f) transfers by a Selling Stockholder of shares of Common Stock or any security convertible into Common Stock as a bona fide gift or gifts, (g) transfers of shares of Common Stock or any security convertible into Common Stock to any trust for the direct or indirect benefit of the Selling Stockholder or his/her immediate family, (h) transfers of shares of Common Stock or any security convertible into Common Stock by testate or intestate succession, (i) distributions by a Selling Stockholder of shares of Common Stock or any security convertible into Common Stock to limited partners, members or stockholders of the Selling Stockholder or transfers to any corporation, partnership or other business entity that is a direct or indirect affiliate of the Selling Stockholder, (j) transfers of shares to any corporation, partnership or other business entity with whom the Selling Stockholder shares in common an investment manager or advisor, in each case who has investment discretionary authority with respect to the Selling Stockholder’s and such entity’s investments pursuant to an investment management, investment advisory or similar agreement; provided that in the case of any transfer or distribution pursuant to clause (f) through (j), (x) each donee, distributee or transferee shall enter into a written agreement accepting the restrictions set forth in the preceding paragraph and this paragraph as if it were a Selling Stockholder and (y) 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 in respect of the transfer or distribution during the 180 day restricted period, or (k) the establishment of a trading plan pursuant to Rule 10b5-1 under the Securities Exchange Act of 1934, as amended, 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. For purposes of this agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin. In addition, each Selling Stockholder, agrees that, without the prior written consent of Xxxxxx Xxxxxxx and X.X. Xxxxxx Securities Inc. on behalf of the Underwriters, it will not, during the period ending 180 days after the date 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) . 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 connection compliance with acquisitions or other business combinations, strategic alliances or similar relationships, including, without limitation, relationships with original equipment manufacturers, distributors, resellers and suppliers; provided that such recipient shall sign and deliver a lock-up agreement in the form attached hereto as Exhibit A. foregoing restrictions. Notwithstanding the foregoing, if (1) during the last 17 days of the 180-180 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 180-180 day restricted period, the Company announces that it will release earnings results during the 16-16 day period beginning on the last day of the 180-180 day period, the restrictions imposed by the preceding paragraph this agreement shall continue to apply until the expiration of the 18-18 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 Mxxxxx Sxxxxxx Xxxxxx Xxxxxxx & Co. Incorporated and X.X. Xxxxxx Securities Inc. of any earnings release, news or event that may give rise to an extension of the initial 180-180 day restricted period. In addition, each Selling Stockholder agrees that, without the prior written consent of Xxxxxx Xxxxxxx & Co. Incorporated and X.X. Xxxxxx Securities Inc. on behalf of the Underwriters, it will not, during the period ending 180 days after the date 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. 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 restrictions contained in any agreement in the form of Exhibit A hereto entered into by such Selling Stockholder with the Underwriters.

Agreements to Sell and Purchase. 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 “Purchase Price”"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 Additional Shares, and the Underwriters shall have the a one-time right to purchase, severally and not jointly, up to 865,000 _______________ Additional Shares at the Purchase Price. You may exercise this right If you, on behalf of the Underwriters Underwriters, elect to exercise such option, you shall so notify the Company in whole or from time to time in part by giving written notice writing not later than 30 days after the date of this Agreement. Any exercise , 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. Each purchase Such date must may be at least one business day after the written notice is given and may same as the Closing Date (as defined below) but not be earlier than the closing date for the Firm Shares Closing Date nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 5 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. On each day, if any, that If any Additional Shares are to be purchased (an “Option Closing Date”)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 Option Closing Date 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. The Company Each Seller hereby agrees that, without the prior written consent of Mxxxxx Sxxxxxx Xxxxxx Xxxxxxx on behalf of the Underwriters, it will not, during the period ending 180 days after the date of the Prospectus, (1i) 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 (2ii) 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 (1i) or (2ii) above is to be settled by delivery 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, except for registration statements on Form S-8 (or equivalent forms)otherwise. The restrictions contained in the preceding paragraph foregoing sentence shall not apply to (aA) the Shares to be sold hereunder, (b) the issuance by the Company of restricted shares of Common Stock or options to acquire Common Stock pursuant to the Company’s employee benefit plans, stock option plans or other employee compensation plans described in the Prospectus, (cB) the issuance by the Company of shares of Common Stock upon the exercise of an option that was issued pursuant to the Company’s employee benefit plans, stock option plans or other employee compensation plans described in the Prospectus, (d) the issuance by the Company of shares of Common Stock upon exercise of a warrant or the conversion of a security outstanding on the date hereof that has been disclosed in the Prospectus or of which the Underwriters have been advised in writing, or (eC) the issuance transactions by any person other than the Company of up relating to an aggregate of three hundred thousand (300,000) shares of Common Stock or other securities acquired in open market transactions after the completion of the offering of the Shares or (D) issuances of shares of Common Stock or securities options to purchase shares of Common Stock pursuant to the Company's employee benefit plans as in existence on the date hereof and consistent with past practices. In addition, each Selling Shareholder, agrees that, without the prior written consent of Xxxxxx Xxxxxxx on behalf of the Underwriters, it will not, during the period ending 180 days after the date 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) in connection with acquisitions or other business combinations, strategic alliances or similar relationships, including, without limitation, relationships with original equipment manufacturers, distributors, resellers and suppliers; provided that such recipient shall sign and deliver a lock-up agreement in the form attached hereto as Exhibit A. 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 the preceding paragraph 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 Mxxxxx Sxxxxxx 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. Each Seller, severally and not jointly, 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, the Selling Stockholder hereby agrees to sell to the several Underwriters, and each Underwriter agrees, severally and not jointly, to purchase from such Seller the Selling Stockholder at $___a [ ] per 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 I hereto opposite the name of such Underwriter bears to the total number of Firm SharesUnderwriter. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company Selling Stockholder agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have the a one-time right to purchase, severally and not jointly, up to 865,000 525,000 Additional Shares at the Purchase Price. You may exercise this right If you, on behalf of the Underwriters Underwriters, elect to exercise such one-time option, you shall so notify the Selling Stockholder in whole or from time to time writing at least three business days in part by giving written notice advance of the Option Closing Date and not later than 30 days after the date of this Agreement. Any exercise , which notice shall be irrevocable and shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Each purchase Such date must may be at least one the same as the Closing Date (as defined below) but not earlier than the Closing Date or three business day days after the written date such notice is given and may not be earlier than the closing date for the Firm Shares nor later than ten business days after the date of such noticenotice is given. Additional Shares may be purchased as provided in Section 5 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. On each day, if any, that If any Additional Shares are to be purchased (an “Option Closing Date”)purchased, each Underwriter agrees, severally and not jointly, to purchase from the Selling Stockholder, 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 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 Mxxxxx Sxxxxxx Xxxxxx Xxxxxxx & Co. Incorporated on behalf of the Underwriters, it will not, during the period ending 180 90 days after the date of the Prospectus, (1a) 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 (2b) 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 (1a) or (2b) above is to be settled by delivery 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, except for registration statements on Form S-8 (or equivalent forms)otherwise. The restrictions contained in the preceding paragraph foregoing sentence shall not apply to (a) the Shares to be sold hereunder, (b) the issuance by the Company of restricted shares of Common Stock or options to acquire Common Stock pursuant to the Company’s employee benefit plans, stock option plans or other employee compensation plans described in the Prospectus, (ci) the issuance by the Company of shares of Common Stock upon the exercise of an option that was issued pursuant or the conversion of a security outstanding on the date hereof or with respect to awards under its equity incentive plan outstanding on the Company’s employee benefit plans, stock option plans or other employee compensation plans described in the Prospectusdate hereof, (dii) the issuance by the Company of shares of Common Stock upon exercise of a warrant or the conversion grant of a security outstanding on options or awards to purchase shares of Common Stock pursuant to employee benefit plans of the Company in effect as of the date hereof that has been disclosed in the Prospectus or of which the Underwriters have been advised in writing, or (eiii) the issuance by the Company of up to an aggregate of three hundred thousand (300,000) shares of Common Stock (and the filing of a registration statement with respect thereto) in connection with the acquisition by the Company of interests in other companies if the recipients of such shares of Common Stock agree in writing to be bound by the restrictions contained in this paragraph in the same manner as then applied to the Company. The Selling Stockholder hereby agrees that, without the prior written consent of Xxxxxx Xxxxxxx & Co. Incorporated on behalf of the Underwriters, it will not, during the period ending 180 days after the date of the Prospectus, (a) 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 (b) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of Common Stock, whether any such transaction described in clause (a) or (b) above is to be settled by delivery of Common Stock or such other securities, in connection with acquisitions cash or otherwise. The foregoing sentence shall not apply to (i) the Shares to be sold hereunder, (ii) transactions relating to shares of Common Stock or other business combinationssecurities acquired in open market transactions after the completion of the offering of the Shares, strategic alliances or similar relationships(iii) any transfer of shares of Common Stock to the Company, including(iv) any transfer of shares of Common Stock to any affiliate of the Selling Stockholder (other than the Company), without limitation, relationships with original equipment manufacturers, distributors, resellers and suppliers; provided that such recipient shall sign and deliver a lock-up agreement affiliate agrees in writing to be bound by the restrictions contained in this paragraph in the form attached hereto same manner as Exhibit A. 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 then applied to the Company occurs; Selling Stockholder or (2v) prior the sale of shares of Common Stock by the Selling Stockholder to one or more investors in a private placement (but not subsequent transfers by such investors to third parties), provided that such investors agree in writing to be bound by the restrictions contained in this paragraph in the same manner as then applied 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 the preceding paragraph 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 Mxxxxx Sxxxxxx of any earnings release, news or event that may give rise to an extension of the initial 180-day restricted periodSelling Stockholder.

Agreements to Sell and Purchase. Each Seller, severally and not jointly, Selling Stockholder 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 Selling Stockholder at $___32.98 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 Selling Stockholder 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 St. Xxxx Travelers agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have the right to purchase, severally and not jointly, up to 865,000 3,930,916 Additional Shares at the Purchase Price. You may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice not later than 30 days after the date of this Agreement. 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. Each purchase date must be at least one business day after the written notice is given and may not be 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 5 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. On each day, if any, that Additional Shares are to be purchased (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 II hereto opposite the name of such Underwriter bears to the total number of Firm Shares. The Each of the Company and each Selling Stockholder hereby agrees that, without the prior written consent of Mxxxxx Sxxxxxx Xxxxxx Xxxxxxx & Co. Incorporated and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, on behalf of the Underwriters, it will not, during the period ending 180 90 days after the date of the Prospectus, (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 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 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, except for registration statements on Form S-8 (or equivalent forms). The restrictions contained in the preceding paragraph shall not apply to (a) the Shares to be sold hereunder, (b) the issuance by the Company of restricted shares of Common Stock or options to acquire Common Stock pursuant to the Company’s employee benefit plans, stock option plans or other employee compensation plans described in the Prospectus, (c) the issuance by the Company of shares of Common Stock upon the exercise of an option that was issued pursuant to the Company’s employee benefit plans, stock option plans or other employee compensation plans described in the Prospectus, (d) the issuance by the Company of shares of Common Stock upon exercise of a warrant or the conversion of a security outstanding on the date hereof that has been disclosed in the Prospectus or of which the Underwriters have been advised in writing, (c) the grant by the Company of stock options, restricted stock or other awards pursuant to the Company’s benefit plans in existence on the date hereof or proposed to be approved by the Company’s stockholders at their 2005 annual meeting; provided that such options, restricted stock or awards do not become exercisable or vest during such 90-day period, (d) the sale of shares by St. Xxxx Travelers in connection with the Forward Agreements, (e) the issuance sale of shares by St. Xxxx Travelers underlying the Company Mandatory Exchangeables, (f) the sale of up to an aggregate of three hundred thousand (300,000) shares of Common Stock by St. Xxxx Travelers pursuant to the Repurchase Agreement or (g) transactions by each Selling Stockholder relating to shares of Common Stock or other securities acquired in open market transactions after the completion of the offering of the Shares, provided that for the purposes of this clause (g) no filing under Section 16(a) of the Securities Exchange Act, shall be required or shall be voluntarily made in connection with subsequent sales of Common Stock or other securities acquired in such open market transactions. In addition, the Selling Stockholders agree that, without the prior written consent of Xxxxxx Xxxxxxx & Co. Incorporated and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, on behalf of the Underwriters, they 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 of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock) in connection with acquisitions or other business combinations, strategic alliances or similar relationships, including, without limitation, relationships with original equipment manufacturers, distributors, resellers and suppliers; provided that such recipient shall sign and deliver a lock-up agreement in the form attached hereto as Exhibit A. 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 . The Selling Stockholders consent to the Company occurs; or (2) prior to entry of stop transfer instructions with the expiration Company’s transfer agent and registrar against the transfer 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 any Shares held by the preceding paragraph shall continue to apply until Selling Stockholders except in compliance with 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 Mxxxxx Sxxxxxx of any earnings release, news or event that may give rise to an extension of the initial 180-day restricted periodforegoing restrictions.

Agreements to Sell and Purchase. 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 “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 Selling Stockholders agree to sell to the Underwriters the Additional Shares, and the Underwriters shall have the right to purchase, severally and not jointly, up to 865,000 1,600,000 Additional Shares at the Purchase Price. You may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice not later than 30 days after the date of this Agreement. 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. Each purchase date must be at least one business day after the written notice is given and may not be 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 5 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. On each day, if any, that Additional Shares are to be purchased (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 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 Mxxxxx Sxxxxxx on behalf of the Underwriters, it will not, during the period ending 180 days after the date of the Prospectus, (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 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, except for registration statements on Form S-8 (or equivalent forms). The restrictions contained in the preceding paragraph shall not apply to (a) the Shares to be sold hereunder, (b) the issuance by the Company of restricted shares of Common Stock or options to acquire Common Stock pursuant to the Company’s employee benefit plans, stock option plans or other employee compensation plans described in the Prospectus, (c) the issuance by the Company of shares of Common Stock upon the exercise of an option that was issued pursuant to the Company’s employee benefit plans, stock option plans or other employee compensation plans described in the Prospectus, (d) the issuance by the Company of shares of Common Stock upon exercise of a warrant or the conversion of a security outstanding on the date hereof that has been disclosed in the Prospectus or of which the Underwriters have been advised in writing, or (e) the issuance by the Company of up to an aggregate of three hundred thousand (300,000) shares of Common Stock (or securities convertible into or exercisable or exchangeable for Common Stock) in connection with acquisitions or other business combinations, strategic alliances or similar relationships, including, without limitation, relationships with original equipment manufacturers, distributors, resellers and suppliers; provided that such recipient shall sign and deliver a lock-up agreement in the form attached hereto as Exhibit A. 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 the preceding paragraph 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 Mxxxxx Sxxxxxx 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. Each Seller, severally and not jointly, The 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 such Seller the Fund the respective numbers of Firm Shares set forth in Schedule I hereto opposite its name at $___a 15.09 per 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 Fund agrees to sell to the Underwriters the Additional Shares, Shares and the Underwriters shall have the right to purchase, severally and not jointly, up to 865,000 337,500 Additional Shares at the Purchase Price. You Deutsche Bank may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice to the Fund not later than 30 thirty (30) days after the date of this Agreement. 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. Each purchase date must be at least one business day after the written notice is given and may not be earlier than the closing date for the Firm Shares nor not later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 5 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. On each dayOption Closing Date, if any, that Additional Shares are to be purchased (an “Option Closing Date”)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 Deutsche Bank 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 II 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 Mxxxxx Sxxxxxx the Representatives on behalf of the Underwriters, it will not, during the period ending 180 90 days after the date of the Prospectus, (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 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, except for registration statements on Form S-8 (or equivalent forms). The restrictions contained in the preceding paragraph shall not apply to (a) the Shares to be sold hereunder, (b) the issuance by the Company of restricted shares of Common Stock or options to acquire Common Stock pursuant to the Company’s employee benefit plans, stock option plans or other employee compensation plans described in the Prospectus, (c) the issuance by the Company of shares of Common Stock upon the exercise of an option that was issued pursuant to the Company’s employee benefit plans, stock option plans or other employee compensation plans described in the Prospectus, (d) the issuance by the Company of shares of Common Stock upon exercise of a warrant or the conversion of a security outstanding on the date hereof that has been disclosed in the Prospectus or of which the Underwriters have been advised in writing, or (e) the issuance by the Company of up to an aggregate of three hundred thousand (300,000) shares of Common Stock (or securities convertible into or exercisable or exchangeable for Common Stock) in connection with acquisitions or other business combinations, strategic alliances or similar relationships, including, without limitation, relationships with original equipment manufacturers, distributors, resellers and suppliers; provided that such recipient shall sign and deliver a lock-up agreement in the form attached hereto as Exhibit A. Notwithstanding the foregoing, if (1) during the last 17 days of the 18090-day restricted period period, the Company Fund issues an earnings release or material news or a material event relating to the Company Fund occurs; or (2) prior to the expiration of the 18090-day restricted period, the Company Fund announces that it will release earnings results during the 16-day period beginning on following the last day of the 18090-day restricted period, then in each case the restrictions imposed by the preceding paragraph this Agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance date of the release of the earnings release results or the occurrence of the material news or a material eventevent relating to the Fund, as the case may be, unless Deutsche Bank waives, in writing, such extension. The Company agreements contained in this paragraph shall promptly notify Mxxxxx Sxxxxxx of not apply to the Shares to be sold hereunder or any earnings release, news or event that may give rise Common Stock issued pursuant to an extension of the initial 180-day restricted periodPlan.

Agreements to Sell and Purchase. 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 $___21.5157 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 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 agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have the right to purchase, severally and not jointly, up to 865,000 1,831,600 Additional Shares at the Purchase Price. You may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice not later than 30 days after the date of this Agreement. 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. Each purchase date must be at least one two business day days after the written notice is given and may not be 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 5 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. On each day, if any, that Additional Shares are to be purchased (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 II 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 Mxxxxx Sxxxxxx the Representatives on behalf of the Underwriters, it will not, during the period ending 180 90 days after the date of the Prospectus, (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 (such shares of Common Stock and such securities convertible into or exercisable or exchangeable for common stock, together the “MHG Co. Securities”) 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 securitiesMHG Co. 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, except for registration statements on Form S-8 (or equivalent forms)MHG Co. Securities. The restrictions contained in the preceding paragraph shall not apply to (aA) the Shares to be sold hereunder, hereunder and (b) the issuance by the Company of restricted shares of Common Stock or options to acquire Common Stock pursuant to the Company’s employee benefit plans, stock option plans or other employee compensation plans described in the Prospectus, (cB) the issuance by the Company of shares of Common Stock upon the exercise of an option that was issued pursuant to the Company’s employee benefit plans, stock option plans or other employee compensation plans described in the Prospectus, (d) the issuance by the Company of shares of Common Stock upon exercise of a warrant or the conversion of a security outstanding on the date hereof that has been disclosed in the Prospectus or of which the Underwriters have been advised in writing, or (eC) the issuance by the Company of up to an MHG Co. Securities under the Company’s 2007 Omnibus Stock Incentive Plan described in the Time of Sale Prospectus, (D) the issuance by the Company of shares of Common Stock, or by the Operating Company of OC Units, as consideration for one or more acquisitions, provided that (i) the aggregate market value of three hundred thousand (300,000) all such shares of Common Stock, including shares of Common Stock (or securities convertible into or exercisable or exchangeable for Common Stock) in connection with acquisitions or other business combinationsissuable upon conversion of any such OC Units, strategic alliances or similar relationships, including, without limitation, relationships with original equipment manufacturers, distributors, resellers and suppliers; provided that such recipient shall sign and deliver a lock-up agreement in the form attached hereto as Exhibit A. Notwithstanding the foregoing, if (1) during the last 17 days does not exceed 15% of the 180-day restricted period market capitalization of the Company issues an earnings release as of 4:30 p.m. (New York City time) on the Closing Date, and (ii) the recipients of any such shares of Common Stock or material news or OC Units shall enter into a material event relating written agreement agreeing 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 set forth in the preceding paragraph shall continue to apply until and this paragraph, and (E) 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 Mxxxxx Sxxxxxx filing of any earnings release, news or event that may give rise to an extension registration statement on Form S-8 in respect of the initial 180-day restricted periodany employee benefit plan.

Agreements to Sell and Purchase. 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 “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 Additional Shares, and the Underwriters shall have the right to purchase, severally and not jointly, up to 865,000 Additional Shares at the Purchase Price. You may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice not later than 30 days after the date of this Agreement. 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. Each purchase date must be at least one business day after the written notice is given and may not be 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 5 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. On each day, if any, that Additional Shares are to be purchased (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 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 Mxxxxx Sxxxxxx Xxxxxx Xxxxxxx & Co. LLC and Xxxxxxx, Xxxxx & Co., on behalf of the Underwriters, it will not, during the period ending 180 days after the date of the Prospectus, (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 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 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 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, except for registration statements on Form S-8 (or equivalent forms). [The restrictions contained in the preceding paragraph shall not apply to (a) the Shares to be sold hereunder, (b) the issuance by the Company of restricted shares of Common Stock or options to acquire Common Stock pursuant to the Company’s employee benefit plans, stock option plans or other employee compensation plans described in the Prospectus, (c) the issuance by the Company of shares of Common Stock upon the exercise of an option that was issued pursuant to the Company’s employee benefit plans, stock option plans or other employee compensation plans described in the Prospectus, (d) the issuance by the Company of shares of Common Stock upon exercise of a warrant or the conversion of a security outstanding on the date hereof that has been disclosed in the Prospectus or of which the Underwriters have been advised in writing, (c) transfers by a Selling Shareholder of shares of Common Stock or any security convertible into Common Stock as a bona fide gift, (d) distributions by a Selling Shareholder of shares of Common Stock or any security convertible into Common Stock to limited partners, members or stockholders of the Selling Shareholder; provided that in the case of any transfer or distribution pursuant to clause (c) or (d), (i) each donee or distributee shall enter into a written agreement accepting the restrictions set forth in the preceding paragraph and this paragraph as if it were a Selling Shareholder and (ii) 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 in respect of the transfer or distribution during the 180-day restricted period, or (e) the issuance 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 and no public announcement or 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 undersigned or the Company. In addition, each Selling Shareholder, agrees that, without the prior written consent of up to an aggregate Xxxxxx Xxxxxxx & Co. LLC and Xxxxxxx, Xxxxx & Co. on behalf of three hundred thousand (300,000) the Underwriters, it will not, during the period ending 180 days after the date of the Prospectus, make any demand for, or exercise any right with respect to, the registration of any shares of Common Stock (or securities any security convertible into or exercisable or exchangeable for Common Stock) . Each Selling Shareholder 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 Shareholder except in connection compliance with acquisitions or other business combinations, strategic alliances or similar relationships, including, without limitation, relationships with original equipment manufacturers, distributors, resellers and suppliers; provided that such recipient shall sign and deliver a lock-up agreement in the form attached hereto as Exhibit A. foregoing restrictions. 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 the preceding paragraph 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 Mxxxxx Sxxxxxx provide Xxxxxx Stanley& Co. LLC and Xxxxxxx, Xxxxx & Co. and each individual subject to the 180 -day restricted period pursuant to the lock-up letters described in Section (g) with prior notice of any earnings release, news or event such announcement that may give gives rise to an extension of the initial 180-day restricted period.] If Xxxxxx Stanley& Co. LLC and Xxxxxxx, Xxxxx & Co., in their sole discretion, agree to release or waive the restrictions set forth in a lock-up letter described in Section 6(g) hereof for an officer or director of the Company and provide 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.

Agreements to Sell and Purchase. Each Seller, severally and not jointly, 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 such Seller at $___a share (the “Purchase Price”) Company 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 respective number of Firm Shares set forth in Schedule II I hereto opposite its name at $• per Share (the name of such Underwriter bears to the total number of Firm Shares“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 the a one-time right to purchase, severally and not jointly, up to 865,000 • Additional Shares at the Purchase Price. You may exercise this right If you, on behalf of the Underwriters Underwriters, elect to exercise such option, you shall so notify the Company in whole or from time to time in part by giving written notice writing not later than 30 days after the date of this Agreement. Any exercise , 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. Each purchase Such date must may be at least one business day after the written notice is given and may same as the Closing Date (as defined below) but not be earlier than the closing date for the Firm Shares Closing Date nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 5 4 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. On each day, if any, that If any Additional Shares are to be purchased (an “Option Closing Date”)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 Option Closing Date as the number of Firm Shares set forth in Schedule II 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 Mxxxxx Sxxxxxx Credit Suisse First Boston LLC on behalf of the Underwriters, it will not, during the period ending 180 90 days after the date of the Prospectus, (1i) 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 or exercisable or exchangeable for Common Stock Shares, or (2ii) 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 StockShares, whether any such transaction described in clause (1i) or and (2ii) above is to be settled by delivery of Common Stock Shares 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, except for registration statements on Form S-8 (or equivalent forms)otherwise. The restrictions contained in the preceding paragraph foregoing sentence shall not apply to (aA) the Shares to be sold hereunder, (bB) the issuance by the Company of restricted shares of Common Stock or options to acquire Common Stock pursuant to the Company’s employee benefit plans, stock option plans or other employee compensation plans described in the Prospectus, (c) the issuance by the Company of shares of Common Stock Shares upon the exercise of an option that was issued pursuant to the Company’s employee benefit plans, stock option plans or other employee compensation plans described in the Prospectus, (d) the issuance by the Company of shares of Common Stock upon exercise of a warrant or the conversion of a security outstanding on the date hereof that has been disclosed in the Prospectus or 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 (eD) the issuance issuances by the Company of up to an aggregate of three hundred thousand (300,000) shares of Common Stock (or securities convertible into or exercisable or exchangeable for Common Stock) Shares in connection with acquisitions the merger or other business combinationsamalgamation with, strategic alliances or similar relationshipsacquisition 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, includingamalgamation or acquisition agreement with respect to such merger, without limitationamalgamation or acquisition, relationships so long as each of the recipients of the Common Shares agrees in writing prior to the 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 original equipment manufacturers, distributors, resellers and suppliersrespect to any such issuances; provided that such recipient shall sign and deliver a if the Company is unable to obtain signed, written lock-up agreement in agreements from the form attached hereto as Exhibit A. Notwithstanding the foregoing, if (1) during the last 17 days recipients of the 180-day restricted period Common Shares in connection with a merger, amalgamation or acquisition as described in clause (D) of this paragraph, then only the Company issues an earnings release entry into the merger, amalgamation or material news or a material event relating to the Company occurs; or (2) prior to the expiration of the 180-day restricted periodacquisition agreement, the Company announces that it will release earnings results during public announcement of such transaction and the 16-day period beginning on related filing of a registration statement shall be permitted and not the last day of the 180-day period, the restrictions imposed by the preceding paragraph shall continue to apply until the expiration of the 18-day period beginning on the related issuance of the earnings release or the occurrence of the material news or material event. The Company shall promptly notify Mxxxxx Sxxxxxx of any earnings release, news or event that may give rise to an extension of the initial 180-day restricted periodCommon Shares.

Agreements to Sell and Purchase. Each Seller, severally and not jointly, 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 such Seller at $___a share (the “Purchase Price”) Company 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 respective numbers of Firm Shares set forth in Schedule II I hereto opposite the name of such Underwriter bears to the total number of Firm Sharesits names at U.S.$38.95 a share ("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 the a one-time right to purchase, severally and not jointly, up to 865,000 720,000 Additional Shares at the Purchase Price. You may exercise this right If you, on behalf of the Underwriters Underwriters, elect to exercise such option, you shall so notify the Company in whole or from time to time in part by giving written notice writing not later than 30 days after the date of this Agreement. Any exercise , 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. Each purchase Such date must may be at least one the same as the Closing Date (as defined below) but not earlier than the Closing Date or the fourth business day after the written notice is given and may not be earlier than the closing date for the Firm Shares 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 5 4 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. On each day, if any, that If any Additional Shares are to be purchased (an “Option Closing Date”)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 Option Closing Date as the number of Firm Shares set forth in Schedule II 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 Mxxxxx Sxxxxxx Xxxxxx Xxxxxxx & Co. Incorporated on behalf of the Underwriters, it will not, during the period ending 180 90 days after the date of the Prospectus, (1i) 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 (2ii) 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 (1i) or (2ii) above is to be settled by delivery 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, except for registration statements on Form S-8 (or equivalent forms)otherwise. The restrictions contained in the preceding paragraph foregoing sentence shall not apply to (aA) the Shares to be sold hereunder, (b) the issuance by the Company of restricted shares of Common Stock or options to acquire Common Stock pursuant to the Company’s employee benefit plans, stock option plans or other employee compensation plans described in the Prospectus, (cB) the issuance by the Company of shares of Common Stock upon the exercise of an option that was issued pursuant to the Company’s employee benefit plans, stock option plans or other employee compensation plans described in the Prospectus, (d) the issuance by the Company of shares of Common Stock upon exercise of a warrant or the conversion of a security outstanding on the date hereof that has been disclosed in the Prospectus or of which the Underwriters have been advised in writing, or (eC) the issuance by grant of options to purchase Common Stock pursuant to the Company's equity-based compensation plans described in the Prospectus, provided that such options are not exercisable within such 90 day period. Notwithstanding the foregoing, the Company of up to an aggregate of three hundred thousand (300,000) may issue shares of Common Stock (Stock, or any securities convertible into or exercisable or exchangeable for Common Stock) , as full or partial consideration in connection with any future acquisitions of companies or other business combinationsbusinesses by the Company or investments in the Company by collaborators that also simultaneously enter into agreements with the Company regarding the use of the Company's technologies, strategic alliances services or similar relationshipsdiscoveries by such collaborator, including, without limitation, relationships with original equipment manufacturers, distributors, resellers and suppliers; provided that the number of shares of Common Stock so issued, together with any shares of Common Stock issuable upon conversion, exercise or exchange of such recipient shall sign securities, does not exceed an aggregate of 3,500,000 shares of Common Stock and deliver provided further that the persons to whom such securities are issued execute a "lock-up up" agreement substantially in the form attached hereto as of Exhibit A. Notwithstanding A covering the foregoing, if (1) during period ending 365 days after the last 17 days date 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 the preceding paragraph 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 Mxxxxx Sxxxxxx of any earnings release, news or event that may give rise to an extension of the initial 180-day restricted periodProspectus.

Agreements to Sell and Purchase. Each Seller, severally and not jointly, 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 such Seller the Company 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 bear the same proportion to the number of Firm Shares to be sold by such Seller the Company 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 hereby agrees to sell to the several Underwriters the Additional Shares, and the Underwriters shall have the a one-time right to purchase, severally and not jointly, up to 865,000 450,000 Additional Shares at the Purchase Price. You may exercise this right If you, on behalf of the Underwriters Underwriters, elect to exercise such option, you shall so notify the Company in whole or from time to time in part by giving written notice writing not later than 30 days after the date of this Agreement. Any exercise , 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. Each purchase Such date must may be at least one business day after the written notice is given and may same as the Closing Date (as defined below) but not be earlier than the closing date for the Firm Shares Closing Date nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 5 4 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. On each day, if any, that If any Additional Shares are to be purchased (an “Option Closing Date”)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 Option Closing Date 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. The Company hereby agrees that, without the prior written consent of Mxxxxx Sxxxxxx Xxxxxx Xxxxxxx & Co. Incorporated on behalf of the Underwriters, it will not, during the for a period ending 180 of 90 days after subsequent to the date of the Prospectus, final Prospectus (1i) 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 Stock, or (2ii) 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 (1i) or (2ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise or otherwise, other than (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, except for registration statements on Form S-8 (or equivalent forms). The restrictions contained in the preceding paragraph shall not apply to (aA) the Shares to be sold hereunder, (bB) the issuance by the Company of restricted any shares of Common Stock or options to acquire Common Stock pursuant to the Company’s employee benefit plans, stock option plans or other employee compensation plans described in the Prospectus, (c) the issuance sold by the Company of shares of Common Stock upon the exercise of an option that was issued pursuant to the Company’s employee benefit plans, stock option plans or other employee compensation plans described in the Prospectus, (d) the issuance by the Company of shares of Common Stock upon exercise of a warrant or the conversion of a security outstanding on the date hereof that has been disclosed in the Prospectus or of which the Underwriters have been advised in writing, or (e) the issuance by the Company of up to an aggregate of three hundred thousand (300,000) shares of Common Stock (or securities convertible into or exercisable or exchangeable for Common Stock) in connection with acquisitions or other business combinations, strategic alliances or similar relationships, including, without limitation, relationships with original equipment manufacturers, distributors, resellers and suppliers; provided that such recipient shall sign and deliver a lock-up agreement in the form attached hereto as Exhibit A. 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 the preceding paragraph 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 Mxxxxx Sxxxxxx 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. Each Seller, severally and not jointly, 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 such Seller the Company at $______ a share (the “"Purchase Price”") the number respective numbers 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 Shareshereto. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company each Selling Shareholder agrees to sell to the Underwriters such Selling Shareholder's Pro Rata Portion (as that term is defined in the Power of Attorney and Custody Agreement) of Additional Shares, and the Underwriters shall have the a one-time right to purchase, severally and not jointly, up to 865,000 1,200,000 Additional Shares at the Purchase Price. You may exercise this right If you, on behalf of the Underwriters Underwriters, elect to exercise such option, you shall so notify the Company and the Attorneys-in-Fact for the Selling Shareholders in whole or from time to time in part by giving written notice writing not later than 30 days after the date of this Agreement. Any exercise , 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. Each purchase Such date must may be at least one business day after the written notice is given and may same as the Closing Date (as defined below) but not be earlier than the closing date for the Firm Shares Closing Date nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 5 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. On each day, if any, that If any Additional Shares are to be purchased (an “Option Closing Date”)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 Option Closing Date 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. The Company Each Seller hereby agrees that, without the prior written consent of Mxxxxx Sxxxxxx Xxxxxx Xxxxxxx on behalf of the Underwriters, it will not, during the period ending 180 days after the date of the Prospectus, (1i) 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 (2ii) 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 (1i) or (2ii) above is to be settled by delivery 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, except for registration statements on Form S-8 (or equivalent forms)otherwise. The restrictions contained in the preceding paragraph foregoing sentence shall not apply to (aA) the Shares to be sold hereunder, (b) the issuance by the Company of restricted shares of Common Stock or options to acquire Common Stock pursuant to the Company’s employee benefit plans, stock option plans or other employee compensation plans described in the Prospectus, (cB) the issuance by the Company of shares of Common Stock upon the exercise of an option that was issued pursuant to the Company’s employee benefit plans, stock option plans or other employee compensation plans described in the Prospectus, (d) the issuance by the Company of shares of Common Stock upon exercise of a warrant or the conversion of a security outstanding on the date hereof that has been disclosed in the Prospectus or of which the Underwriters have been advised in writingwriting or which is described in the Prospectus, or (eC) the issuance transactions by any person other than the Company of up relating to an aggregate of three hundred thousand (300,000) shares of Common Stock or other securities acquired in open market transactions after the completion of the offering of the Shares or (D) bona fide gifts to donees who agree in writing to be bound by the restrictions set forth in the foregoing sentence. In addition, each Selling Shareholder agrees that, without the prior written consent of Xxxxxx Xxxxxxx on behalf of the Underwriters, it will not, during the period ending 180 days after the date of the Prospectus, make any demand for, or securities 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) in connection with acquisitions or other business combinations, strategic alliances or similar relationships, including, without limitation, relationships with original equipment manufacturers, distributors, resellers and suppliers; provided that such recipient shall sign and deliver a lock-up agreement in the form attached hereto as Exhibit A. . 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 restrictions contained in this paragraph shall cease 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 be binding on the last day of Sellers in the 180-day period, the restrictions imposed by the preceding paragraph 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 Mxxxxx Sxxxxxx of any earnings release, news or event that may give rise to an extension the offering of the initial 180-day restricted periodShares contemplated hereby has not been consummated on or before [DATE 60 DAYS AFTER THE DATE OF THIS AGREEMENT].

Agreements to Sell and Purchase. 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 “"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 Selling Shareholders agree to sell to the Underwriters the Additional Shares, and the Underwriters shall have the a one-time right to purchase, severally and not jointly, up to 865,000 555,000 Additional Shares at the Purchase Price. You may exercise this right If you, on behalf of the Underwriters Underwriters, elect to exercise such option, you shall so notify each of the Selling Shareholders in whole or from time to time in part by giving written notice writing not later than 30 days after the date of this Agreement. Any exercise , 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. Each purchase Such date must may be at least one business day after the written notice is given and may same as the Closing Date (as defined below) but not be earlier than the closing date for the Firm Shares Closing Date nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 5 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. On each day, if any, that If any Additional Shares are to be purchased (an “Option Closing Date”)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 Option Closing Date 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. The Company Each Seller hereby agrees that, without the prior written consent of Mxxxxx Sxxxxxx Xxxxxx Xxxxxxx & Co. Incorporated on behalf of the Underwriters, it will not, during the period ending 180 90 days after the date of the Prospectus, (1i) 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 (2ii) 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 (1i) or (2ii) above is to be settled by delivery 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, except for registration statements on Form S-8 (or equivalent forms)otherwise. The restrictions contained in the preceding paragraph foregoing sentence shall not apply to (aA) the Shares to be sold hereunder, (b) the issuance by the Company of restricted shares of Common Stock or options to acquire Common Stock pursuant to the Company’s employee benefit plans, stock option plans or other employee compensation plans described in the Prospectus, (cB) the issuance by the Company of shares of Common Stock upon the exercise of an option that was issued pursuant to the Company’s employee benefit plans, stock option plans or other employee compensation plans described in the Prospectus, (d) the issuance by the Company of shares of Common Stock upon exercise of a warrant or the conversion of a security outstanding on the date hereof that has been disclosed in the Prospectus or of which the Underwriters have been advised in writing, or (eC) the issuance by the Company of up Common Stock under its existing stock purchase plans or the grant of stock options to an aggregate of three hundred thousand employees under the Company's existing stock option plans or (300,000D) 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, each Selling Shareholder, agrees that, without the prior written consent of Xxxxxx Xxxxxxx & Co. Incorporated on behalf of the Underwriters, he or she 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 of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock) in connection with acquisitions or other business combinations, strategic alliances or similar relationships, including, without limitation, relationships with original equipment manufacturers, distributors, resellers and suppliers; provided that such recipient shall sign and deliver a lock-up agreement in the form attached hereto as Exhibit A. 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 the preceding paragraph 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 Mxxxxx Sxxxxxx 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. 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 $___21.5157 a share (the “Purchase Price”"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 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 agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have the right to purchase, severally and not jointly, up to 865,000 1,831,600 Additional Shares at the Purchase Price. You may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice not later than 30 days after the date of this Agreement. 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. Each purchase date must be at least one two business day days after the written notice is given and may not be 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 5 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. On each day, if any, that Additional Shares are to be purchased (an “Option Closing Date”"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 II 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 Mxxxxx Sxxxxxx the Representatives on behalf of the Underwriters, it will not, during the period ending 180 90 days after the date of the Prospectus, (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 (such shares of Common Stock and such securities convertible into or exercisable or exchangeable for common stock, together the "MHG CO. SECURITIES") 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 securitiesMHG Co. 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, except for registration statements on Form S-8 (or equivalent forms)MHG Co. Securities. The restrictions contained in the preceding paragraph shall not apply to (aA) the Shares to be sold hereunder, hereunder and (b) the issuance by the Company of restricted shares of Common Stock or options to acquire Common Stock pursuant to the Company’s employee benefit plans, stock option plans or other employee compensation plans described in the Prospectus, (cB) the issuance by the Company of shares of Common Stock upon the exercise of an option that was issued pursuant to the Company’s employee benefit plans, stock option plans or other employee compensation plans described in the Prospectus, (d) the issuance by the Company of shares of Common Stock upon exercise of a warrant or the conversion of a security outstanding on the date hereof that has been disclosed in the Prospectus or of which the Underwriters have been advised in writing, or (eC) the issuance by the Company of up to an MHG Co. Securities under the Company's 2007 Omnibus Stock Incentive Plan described in the Time of Sale Prospectus, (D) the issuance by the Company of shares of Common Stock, or by the Operating Company of OC Units, as consideration for one or more acquisitions, provided that (i) the aggregate market value of three hundred thousand (300,000) all such shares of Common Stock, including shares of Common Stock (or securities convertible into or exercisable or exchangeable for Common Stock) in connection with acquisitions or other business combinationsissuable upon conversion of any such OC Units, strategic alliances or similar relationships, including, without limitation, relationships with original equipment manufacturers, distributors, resellers and suppliers; provided that such recipient shall sign and deliver a lock-up agreement in the form attached hereto as Exhibit A. Notwithstanding the foregoing, if (1) during the last 17 days does not exceed 15% of the 180-day restricted period market capitalization of the Company issues an earnings release as of 4:30 p.m. (New York City time) on the Closing Date, and (ii) the recipients of any such shares of Common Stock or material news or OC Units shall enter into a material event relating written agreement agreeing 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 set forth in the preceding paragraph shall continue to apply until and this paragraph, and (E) 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 Mxxxxx Sxxxxxx filing of any earnings release, news or event that may give rise to an extension registration statement on Form S-8 in respect of the initial 180-day restricted periodany employee benefit plan.

Agreements to Sell and Purchase. 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 “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 Additional Shares, and the Underwriters shall have the right to purchase, severally and not jointly, up to 865,000 Additional Shares at the Purchase Price. You The Representatives may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice not later than 30 days after the date of this Agreement. 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. Each purchase date must be at least one business day after the written notice is given and may not be 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 5 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. On each day, if any, that Additional Shares are to be purchased (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 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 Mxxxxx Sxxxxxx Xxxxxx Xxxxxxx on behalf of the Underwriters, it will not, during the period ending 180 days after the date of the Prospectus, (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 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, except for registration statements on Form S-8 (or equivalent forms). The restrictions contained in the preceding paragraph shall not apply to (a) the Shares to be sold hereunder, (b) the issuance by the Company of restricted shares of Common Stock or options to acquire Common Stock pursuant to the Company’s employee benefit plans, stock option plans or other employee compensation plans described in the Prospectus, (c) the issuance by the Company of shares of Common Stock upon the exercise of an option that was issued pursuant to the Company’s employee benefit plans, stock option plans or other employee compensation plans described in the Prospectus, (d) the issuance by the Company of shares of Common Stock upon exercise of a warrant or the conversion of a security outstanding on the date hereof that has been disclosed in the Prospectus or of which the Underwriters have been advised in writing, or (ec) the issuance by the Company of up shares or options to an aggregate of three hundred thousand (300,000) purchase shares of the Common Stock, or the repurchase by the Company of unvested shares of the Common Stock (or securities convertible into or exercisable or exchangeable for Common Stock) in connection with acquisitions upon termination of service of an employee, director, consultant or other business combinationsservice provider, strategic alliances or similar relationshipspursuant to the Company’s employee benefit plans disclosed in the Prospectus, including, without limitation, relationships with original equipment manufacturers, distributors, resellers and suppliers; provided that that prior to the issuance of any such recipient shall sign and deliver a lock-up agreement in the form attached hereto as Exhibit A. Notwithstanding the foregoing, if (1) shares during the last 17 days of the 180-day restricted period following the date of the Prospectus, the Company issues an earnings release or material news or shall cause each recipient of such shares to execute and deliver to you a material event relating to “lock-up” agreement substantially in the form of Exhibit A hereto and provided further that the Company occurs; or (2) prior to the expiration of shall not issue any options that become exerciseable during the 180-day restricted periodperiod following the date of the Prospectus, or (d) the filing by the Company announces that it will release earnings results during of any registration statement with the 16-day period beginning Commission on Form S-8 relating to the last day offering of securities pursuant to the terms of the 180-day period, Company’s employee benefit plans disclosed in the restrictions imposed by Prospectus (provided that this exception shall not affect the terms of the preceding paragraph 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 Mxxxxx Sxxxxxx of any earnings release, news or event that may give rise to an extension of the initial 180-day restricted period.clause

Agreements to Sell and Purchase. 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 price of $ per 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 Additional Shares, and the Underwriters shall have the right to purchase, severally and not jointly, up to 865,000 1,181,250 Additional Shares at the Purchase Price. You may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice not later than 30 days after the date of this Agreement. 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. Each purchase date must be at least one business day after the written notice is given and may not be 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 5 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. On each day, if any, that Additional Shares are to be purchased (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 reasonably 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 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 Mxxxxx Sxxxxxx & Co. Incorporated (“Mxxxxx Sxxxxxx”) and Credit Suisse Securities (USA) LLC (“Credit Suisse,” and together with Mxxxxx Sxxxxxx, the “Representatives”) on behalf of the Underwriters, it will not, during the period ending 180 90 days after the date of the Prospectus, (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 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. Except as otherwise set forth in separate written agreements with the Underwriters, except for registration statements on Form S-8 notwithstanding the previous paragraph, each Selling Stockholder may, but only with respect to up to 25% of the shares of Common Stock currently held by such Selling Stockholder, engage in the transactions described in clauses (or equivalent forms)1) and (2) of the foregoing paragraph at any time following the 75th day after the date of the Prospectus. The Furthermore, the restrictions contained in the preceding paragraph shall not apply to (a) the Shares to be sold hereunder, (b) the issuance by the Company of restricted shares of Common Stock or options to acquire Common Stock pursuant to the Company’s employee benefit plans, stock option plans or other employee compensation plans described in the Prospectus, (c) the issuance by the Company of shares of Common Stock upon the exercise of an option that was issued pursuant to the Company’s employee benefit plans, stock option plans or other employee compensation plans described in the Prospectus, (d) the issuance by the Company of shares of Common Stock upon exercise of a warrant or the conversion of a security outstanding on the date hereof that has been disclosed in the Prospectus or of which the Underwriters have been advised in writing, or (ec) the issuance transactions by the Company of up a Selling Stockholder relating to an aggregate of three hundred thousand (300,000) shares of Common Stock or other securities acquired in open market transactions after the completion of the offering of the Shares, provided that no filing under Section 16(a) of the Exchange Act shall be required or shall be voluntarily made in connection with subsequent sales of Common Stock or other securities acquired in such open market transactions, (d) transfers by a Selling Stockholder of shares of Common Stock or any security convertible into Common Stock as a bona fide gift, (e) distributions by a Selling Stockholder of shares of Common Stock or any security convertible into Common Stock to limited partners or stockholders of the Selling Stockholder; provided that in the case of any transfer or distribution pursuant to clause (d) or (e), (i) each donee or distributee shall enter into a written agreement accepting the restrictions set forth in the preceding paragraph and this paragraph as if it were a Selling Stockholder and (ii) 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 in respect of the transfer or distribution during the 75- or 90-day restricted period, (f) the issuance of shares of, or options to purchase shares of, Common Stock, to employees, officers, directors, advisors or consultants of the Company pursuant to employee benefit plans disclosed in the Prospectus, provided that prior to the issuance of any such shares or options that vest during the 90-day period following the date of the Prospectus, the Company shall cause each recipient of such shares or options to execute and deliver to you a “lock-up” agreement substantially in the form of Exhibit A hereto, (g) the filing of a registration statement on Form S-8, (h) the issuance of securities in connection with the acquisition by the Company or any of its subsidiaries of the securities, businesses, property or other assets of another person or entity or pursuant to any employee benefit plan assumed by the Company in connection with any such acquisition, or (i) the issuance of securities in connection with joint ventures, commercial relationships or other strategic transactions; provided that, in the case of clauses (h) and (i), the aggregate number of shares issued in all such acquisitions and transactions does not exceed 10% of the shares of the Common Stock of the Company outstanding immediately after the offering and prior to any issuance the Company shall cause each recipient of such securities to execute and deliver to you a “lock-up” agreement substantially in the form of Exhibit A hereto. In addition, each Selling Stockholder, agrees that, without the prior written consent of the Representatives 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 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 connection compliance with acquisitions or other business combinations, strategic alliances or similar relationships, including, without limitation, relationships with original equipment manufacturers, distributors, resellers and suppliers; provided that such recipient shall sign and deliver a lock-up agreement in the form attached hereto as Exhibit A. foregoing restrictions. Notwithstanding the foregoing, if (1) during the last 17 days of the 18075- or 90-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 18075- or 90-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 180-75 day or 90 day restricted period, the restrictions imposed by the preceding paragraph 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 Mxxxxx Sxxxxxx the Representatives of any earnings release, news or event that may give rise to an extension of the initial 18075- or 90-day restricted period.

Agreements to Sell and Purchase. 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 $___23,275 a share (the “Purchase Price”"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 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 agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have the right to purchase, severally and not jointly, up to 865,000 950,000 Additional Shares at the Purchase Price. You may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice not later than 30 days after the date of this Agreement. 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. Each purchase date must be at least one business day after the written notice is given and may not be 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 5 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. On each day, if any, that Additional Shares are to be purchased (an “Option Closing Date”"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 II 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 Mxxxxx Sxxxxxx Credit Suisse First Boston LLC and Xxxxxx Xxxxxxx & Co. Incorporated on behalf of the Underwriters, it will not, during the period ending 180 90 days after the date of the Prospectus, (1i) 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 (2ii) 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 (1i) or (2ii) above is to be settled by delivery 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, except for registration statements on Form S-8 (or equivalent forms)otherwise. The restrictions contained in the preceding paragraph shall not apply to (aA) the Shares to be sold hereunder, (bB) the issuance by the Company grant or award of restricted stock options, performance shares of Common Stock or options to acquire Common Stock pursuant to other stock-based compensation under the Company’s employee benefit plans, stock option plans 's 1996 Stock Incentive Plan or other employee compensation plans described Non-Employee Directors Stock Option Plan as in effect on the Prospectusdate hereof, (cC) the issuance by the Company of shares of Common Stock upon the exercise of an option that was issued pursuant to the Company’s employee benefit plans, stock option plans or other employee compensation plans described in the Prospectus, (d) the issuance by the Company of shares of Common Stock upon exercise of a warrant or the conversion of a security or upon the vesting of performance shares or restricted stock outstanding on the date hereof that has been and disclosed in the Prospectus or of which the Underwriters have been advised in writing, or (eD) the issuance transactions by any person other than the Company of up relating to an aggregate of three hundred thousand (300,000) shares of Common Stock (or other securities acquired in open market transactions after the completion of the offering of the Shares. In addition, each Selling Shareholder, agrees that, without the prior written consent of Credit Suisse First Boston LLC and 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 of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock) in connection with acquisitions or other business combinations, strategic alliances or similar relationships, including, without limitation, relationships with original equipment manufacturers, distributors, resellers and suppliers; provided that such recipient shall sign and deliver a lock-up agreement in the form attached hereto as Exhibit A. 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 the preceding paragraph 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 Mxxxxx Sxxxxxx 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. 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 “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 Additional Shares, and the Underwriters shall have the right to purchase, severally and not jointly, up to 865,000 Additional Shares at the Purchase Price. You may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice not later than 30 days after the date of this Agreement. 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. Each purchase date must be at least one business day after the written notice is given and may not be 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 5 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. On each day, if any, that Additional Shares are to be purchased (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 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 Mxxxxx Sxxxxxx on behalf of the Underwriters, it will not, during the period ending 180 days after the date of the Prospectus, (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 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, except for registration statements on Form S-8 (or equivalent forms). The restrictions contained in the preceding paragraph shall not apply to (a) the Shares to be sold hereunder, (b) the issuance by the Company of restricted shares of Common Stock or options to acquire Common Stock pursuant to the Company’s employee benefit plans, stock option plans or other employee compensation plans described in the Prospectus, (c) the issuance by the Company of shares of Common Stock upon the exercise of an option that was issued pursuant to the Company’s employee benefit plans, stock option plans or other employee compensation plans described in the Prospectus, (d) the issuance by the Company of shares of Common Stock upon exercise of a warrant or the conversion of a security outstanding on the date hereof that has been disclosed in the Prospectus or of which the Underwriters have been advised in writing, or (e) the issuance by the Company of up to an aggregate of three hundred thousand (300,000) shares of Common Stock (or securities convertible into or exercisable or exchangeable for Common Stock) in connection with acquisitions or other business combinations, strategic alliances or similar relationships, including, without limitation, relationships with original equipment manufacturers, distributors, resellers and suppliers; provided that such recipient shall sign and deliver a lock-up agreement in the form attached hereto as Exhibit A. 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 the preceding paragraph 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 Mxxxxx Sxxxxxx 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. 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 $___o a share (the “Purchase Price”"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 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 agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have the a one-time right to purchase, severally and not jointly, up to 865,000 o Additional Shares at the Purchase Price. You may exercise this right If you, on behalf of the Underwriters Underwriters, elect to exercise such option, you shall so notify the Company in whole or from time to time in part by giving written notice writing not later than 30 days after the date of this Agreement. Any exercise , 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. Each purchase Such date must may be at least one business day after the written notice is given and may same as the Closing Date (as defined below) but not be earlier than the closing date for the Firm Shares Closing Date nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 5 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. On each day, if any, that If any Additional Shares are to be purchased (an “Option Closing Date”)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 Option Closing Date 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. The Company Each Seller hereby agrees that, without the prior written consent of Mxxxxx Sxxxxxx Xxxxxx Xxxxxxx & Co. Incorporated and Credit Suisse First Boston Corporation on behalf of the Underwriters, it will not, during the period ending 180 90 days after the date of the Prospectus, (1i) 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 or exercisable or exchangeable for Common Stock Shares or (2ii) 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 StockShares, whether any such transaction described in clause (1i) or (2ii) above is to be settled by delivery of Common Stock Shares 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, except for registration statements on Form S-8 (or equivalent forms)otherwise. The restrictions contained in the preceding paragraph foregoing sentence shall not apply to (aA) the Shares to be sold hereunder, (bB) the issuance by the Company of restricted shares of Common Stock or options to acquire Common Stock pursuant to the Company’s employee benefit plans, stock option plans or other employee compensation plans described in the Prospectus, (c) the issuance by the Company of shares of Common Stock Shares upon the exercise of an option that was issued pursuant to the Company’s employee benefit plans, stock option plans or other employee compensation plans described in the Prospectus, (d) the issuance by the Company of shares of Common Stock upon exercise of a warrant or the conversion of a security outstanding on the date hereof that has been disclosed in the Prospectus or 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 90-day period, or (eD) the issuance issuances by the Company of up 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 consummation of any such transaction, pursuant to an aggregate instrument in form and substance reasonably satisfactory to Xxxxxx Xxxxxxx & Co. Incorporated and Credit Suisse First Boston Corporation, to be bound by the provisions of three hundred thousand 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 is unable to obtain signed, written lock-up agreements from the recipients of the Common Shares in connection with a merger, amalgamation or acquisition as described in clause (300,000D) shares of this paragraph, then only the entry into the merger, amalgamation or acquisition agreement, the public announcement of such transaction and the related filing of a registration statement shall be permitted and not the related issuance of the Common Stock (Shares. In addition, each Selling Shareholder, agrees that, without the prior written consent of Xxxxxx Xxxxxxx & Co. Incorporated and Credit Suisse First Boston Corporation 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 securities exercise any right with respect to, the registration of any Common Shares or any security convertible into or exercisable or exchangeable for Common Stock) in connection with acquisitions or other business combinations, strategic alliances or similar relationships, including, without limitation, relationships with original equipment manufacturers, distributors, resellers and suppliers; provided that such recipient shall sign and deliver a lock-up agreement in the form attached hereto as Exhibit A. 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 the preceding paragraph 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 Mxxxxx Sxxxxxx of any earnings release, news or event that may give rise to an extension of the initial 180-day restricted periodShares.

Agreements to Sell and Purchase. Each Seller, severally and not jointly, 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 the respective numbers of Firm Shares set forth in Schedule I hereto opposite the name of such Seller Underwriter 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 ). Subject 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 conditionsconditions herein set forth, the Company agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have the right to purchase, severally and not jointly, up to 865,000 6,000,000 Additional Shares at the Purchase Price. You may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice of each election to exercise the option not later than 30 calendar days after the date of this Agreement. 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. Each purchase date must be at least one two business day days after the written notice is given and may not be earlier than the closing date for the Firm Shares Closing Date (as defined below) nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 5 4 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. On each day, if any, that Additional Shares are to be purchased (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 II 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 Mxxxxx Sxxxxxx the Representatives on behalf of the Underwriters, it will not, during the period ending 180 days after the date of the ProspectusProspectus (or such later date specified in the second succeeding paragraph), (1a) 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 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 and the rules and regulations of the Commission promulgated thereunder with respect to, any shares of Common Stock or any securities convertible 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 or any securities convertible into or exercisable or exchangeable for Common Stock, (2c) 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, or (d) publicly announce an intention to effect any transaction specified in clauses (a), (b) or (c) above, in each case, whether any such transaction described in clause (1) or (2) above this paragraph is to be settled by delivery 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, except for registration statements on Form S-8 (or equivalent forms)otherwise. The restrictions contained in the preceding paragraph foregoing sentence shall not apply to (a) the Shares to be sold hereunder, (b) the issuance by the Company of restricted shares of Common Stock or options to acquire Common Stock pursuant to the Company’s employee benefit plans, stock option plans or other employee compensation plans described in the Prospectus, (c) the issuance by the Company of shares of Common Stock upon the exercise of an option that was issued pursuant to the Company’s employee benefit plans, stock option plans or other employee compensation plans described in the Prospectus, (d) the issuance by the Company of shares of Common Stock upon exercise of a warrant or the conversion of a security outstanding on the date hereof that has been disclosed in the Prospectus or of which the Underwriters have been advised in writingwriting or which is described in the Prospectus as being outstanding on or prior to the Closing Date, or (e) the issuance by the Company of up to an aggregate of three hundred thousand (300,000) shares of Common Stock (or securities convertible into or exercisable or exchangeable for Common Stock) in connection with acquisitions or other business combinations, strategic alliances or similar relationships, including, without limitation, relationships with original equipment manufacturers, distributors, resellers and suppliers; provided that each recipient of such recipient shares during the restricted period referred to in the immediately preceding sentence shall sign and deliver a lock-up agreement letter substantially in the form attached of Exhibit A hereto as (in each case, in the case of officers or employees (including officers and employees who are stockholders), excluding any person who is not required to file the reports required by Section 16(a) of the Exchange Act), (c) the issuance by the Company of shares or options to purchase shares of the Common Stock, or the repurchase by the Company of unvested shares of the Common Stock upon termination of service of an employee, director, consultant or other service provider, pursuant to the Company’s Amended and Restated 2004 Stock Option Plan and the Fourth Amended and Restated PanAmSat Holding Corporation and Subsidiaries Long-Term Stock Incentive Plan, provided that each recipient of such shares, or of shares issued upon exercise of such options, during the restricted period referred to in the immediately preceding sentence shall sign and deliver a lock-up letter substantially in the form of Exhibit A. A hereto (in each case, in the case of officers or employees, excluding any person who is not required to file the reports required by Section 16(a) of the Exchange Act), (d) the filing by the Company of any registration statement with the Commission on Form S-8 relating to the offering of securities pursuant to the terms of a plan named in the preceding clause (c) (provided that this exception shall not affect the terms of the preceding clause (c)), (e) the issuance of shares of Common Stock in connection with the acquisition of another company, provided that each recipient of such shares shall agree to be bound by the restrictions contained in the immediately preceding sentence, and (f) the filing by the Company of any registration statement with the Commission on Form S-4 relating to the offering of debt securities in exchange for the Company’s 103/8% senior discount notes due 2014. Notwithstanding the foregoing, if (1a) during the last 17 days of the 180-180 day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs; , or (2b) prior to the expiration of the 180-180 day restricted period, the Company announces that it will release earnings results during the 16-16 day period beginning on the last day of the 180-180 day period, the restrictions imposed by the preceding paragraph above shall continue to apply until the expiration of the 18-18 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 Mxxxxx Sxxxxxx agrees to provide written notice to the Representatives and to each person that executes a “lock-up” agreement in the form of Exhibit A hereto of any earnings release, news or event that may give rise to would result in an extension of the initial 180lock-day restricted periodup period in accordance with this agreement and the agreement in the form of Exhibit A hereto executed by each such person and delivered to the Representatives on or prior to the date hereof.

Agreements to Sell and Purchase. Each Seller, severally and not jointly, 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 such Seller the Company the respective numbers 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) 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 the right to purchase, severally and not jointly, up to 865,000 Additional Shares at the Purchase Price. You The Managers may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice to the Company of the election to exercise the option not later than 30 thirty (30) days after the date of this Agreement. 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. Each purchase date must be at least one (1) business day after the written notice is given and may not be 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 5 4 hereof solely for the purpose of covering over-over allotments made in connection with the offering of the Firm Shares. On each day, if any, that Additional Shares are to be purchased (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 Managers 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 II 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 Mxxxxx Sxxxxxx on behalf Such time and date for delivery of the Underwriters, it will not, during Firm Shares is herein called the period ending 180 days after the “First Time of Delivery,” such time and date for delivery of the Prospectus, (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 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, except for registration statements on Form S-8 (or equivalent forms). The restrictions contained in the preceding paragraph shall not apply to (a) the Shares to be sold hereunder, (b) the issuance by the Company of restricted shares of Common Stock or options to acquire Common Stock pursuant to the Company’s employee benefit plans, stock option plans or other employee compensation plans described in the Prospectus, (c) the issuance by the Company of shares of Common Stock upon the exercise of an option that was issued pursuant to the Company’s employee benefit plans, stock option plans or other employee compensation plans described in the Prospectus, (d) the issuance by the Company of shares of Common Stock upon exercise of a warrant or the conversion of a security outstanding on the date hereof that has been disclosed in the Prospectus or of which the Underwriters have been advised in writing, or (e) the issuance by the Company of up to an aggregate of three hundred thousand (300,000) shares of Common Stock (or securities convertible into or exercisable or exchangeable for Common Stock) in connection with acquisitions or other business combinations, strategic alliances or similar relationships, including, without limitation, relationships with original equipment manufacturers, distributors, resellers and suppliers; provided that such recipient shall sign and deliver a lock-up agreement in the form attached hereto as Exhibit A. Notwithstanding the foregoingAdditional Shares, if (1) during not the last 17 days First Time of Delivery, is herein called the 180-day restricted period the Company issues an earnings release or material news or “Second Time of Delivery”, and each such time and date for delivery is herein called a material event relating to the Company occurs; or (2) prior to the expiration “Time 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 the preceding paragraph 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 Mxxxxx Sxxxxxx of any earnings release, news or event that may give rise to an extension of the initial 180-day restricted periodDelivery”.

Agreements to Sell and Purchase. 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 $___38.68 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 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 MDP agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have the a one-time right to purchase, severally and not jointly, up to 865,000 10,500,000 Additional Shares at the Purchase Price. You may exercise this right If you, on behalf of the Underwriters Underwriters, elect to exercise such option, you shall so notify MDP and the Company in whole or from time to time in part by giving written notice writing not later than 30 days after the date of this Agreement. Any exercise , 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. Each purchase Such date must may be at least one business day after the written notice is given and may same as the Closing Date (as defined below) but not be earlier than the closing date for the Firm Shares Closing Date nor later than ten five business days after the date of such notice. Additional Shares may be purchased as provided in Section 5 hereof solely for the purpose of covering over-over- allotments made in connection with the offering of the Firm Shares. On each day, if any, that If any Additional Shares are to be purchased (an “Option Closing Date”)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 Option Closing Date as the number of Firm Shares set forth in Schedule II 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 Mxxxxx Sxxxxxx Xxxxxx Xxxxxxx & Co. Incorporated on behalf of the Underwriters, it will not, during the period ending 180 90 days after the date of the Prospectusthis Agreement, (1i) 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 (2ii) 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 (1i) or (2ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The Selling Shareholders hereby agree that, without the prior written consent of Xxxxxx Xxxxxxx & Co. Incorporated on behalf of the Underwriters, they and their respective subsidiaries (other than the Company) will not, during the period ending 90 days after the date of this 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 (3) file any registration statement with the Commission relating to the offering of dispose of, directly or indirectly any shares of Common Stock or any securities convertible into or exercisable or exchangeable for 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 the Common Stock, except for registration statements on Form S-8 whether any such transaction described in clause (i) or equivalent forms)(ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The restrictions contained in the preceding paragraph two foregoing sentences shall not apply to (aA) the Shares to be sold hereunder, (b) the issuance by the Company of restricted shares of Common Stock or options to acquire Common Stock pursuant to the Company’s employee benefit plans, stock option plans or other employee compensation plans described in the Prospectus, (cB) the issuance by the Company of shares of Common Stock upon the exercise of an option that was issued pursuant or warrant or any convertible security outstanding on the date hereof of which the Underwriters have been advised in writing, (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, (D) the issuance by the Company of up to 8,100,000 shares of Common Stock in connection with acquisitions or other strategic transactions, provided these shares of Common Stock are subject to the Company’s employee benefit plans, stock option plans or other employee compensation plans lock-up restrictions described in the Prospectusthis paragraph, (dE) the issuance by the Company of shares of Common Stock upon exercise of a warrant or options to purchase Common Stock to the conversion of a security outstanding on Company's employees pursuant to the date hereof that has been disclosed Company's stock option plan and employee stock purchase plan described in the Prospectus or of which the Underwriters have been advised in writingProspectus, or (eF) the issuance by the Company to AHP of up to an aggregate of three hundred thousand (300,000) shares of Common Stock (on a quarterly basis pursuant to the provisions of the Governance Agreement. In addition, the Selling Shareholders, agree that, without the prior written consent of Xxxxxx Xxxxxxx & Co. Incorporated on behalf of the Underwriters, they will not, during the period ending 90 days after the date of this Agreement, make any demand for, or securities 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) in connection with acquisitions or other business combinations, strategic alliances or similar relationships, including, without limitation, relationships with original equipment manufacturers, distributors, resellers and suppliers; provided that such recipient shall sign and deliver a lock-up agreement in the form attached hereto as Exhibit A. 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 the preceding paragraph 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 Mxxxxx Sxxxxxx 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. 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 “"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 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 agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have the right to purchase, severally and not jointly, up to 865,000 _______________ Additional Shares at the Purchase Price. You may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice of each election to exercise the option not later than 30 days after the date of this Agreement. 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. Each purchase date must be at least one business day after the written notice is given and may not be 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 5 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. On each day, if any, that Additional Shares are to be purchased (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 II 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 Mxxxxx Sxxxxxx Xxxxxx Xxxxxxx & Co. Incorporated on behalf of the Underwriters, it will not, during the period ending 180 days after the date of the Prospectus, (1i) 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 or exercisable or exchangeable for Class A Common Stock or (2ii) 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 Class A Common Stock, whether any such transaction described in clause (1i) or (2ii) above is to be settled by delivery of Class A 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, except for registration statements on Form S-8 (or equivalent forms)otherwise. The restrictions contained in the preceding paragraph shall not apply to (a) the Shares to be sold hereunder. In addition, (b) the issuance by Selling Shareholder agrees that, without the Company prior written consent of restricted Xxxxxx Xxxxxxx & Co. Incorporated on behalf of the Underwriters, it will not, during the period ending 180 days after the date of the Prospectus, make any demand for, or exercise any right with respect to, the registration of any shares of Common Stock or options to acquire Common Stock pursuant to the Company’s employee benefit plans, stock option plans or other employee compensation plans described in the Prospectus, (c) the issuance by the Company of shares of Common Stock upon the exercise of an option that was issued pursuant to the Company’s employee benefit plans, stock option plans or other employee compensation plans described in the Prospectus, (d) the issuance by the Company of shares of Common Stock upon exercise of a warrant or the conversion of a any security outstanding on the date hereof that has been disclosed in the Prospectus or of which the Underwriters have been advised in writing, or (e) the issuance by the Company of up to an aggregate of three hundred thousand (300,000) shares of Common Stock (or securities convertible into or exercisable or exchangeable for Common Stock) in connection with acquisitions or other business combinations, strategic alliances or similar relationships, including, without limitation, relationships with original equipment manufacturers, distributors, resellers and suppliers; provided that such recipient shall sign and deliver a lock-up agreement in the form attached hereto as Exhibit A. 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 the preceding paragraph 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 Mxxxxx Sxxxxxx 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. Each Seller, severally and not jointly, The Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations representations, warranties and warranties covenants herein contained, but subject to the conditions hereinafter stated, agreesagrees to purchase, severally and not jointly, from the Company the aggregate principal amount of Securities set forth opposite the name of each Underwriter on Schedule A hereof, plus any additional aggregate principal amount of Securities which such Underwriter may become obligated to purchase from such Seller pursuant to the provisions of this Section 9, at $___a share price of 97% of the aggregate principal amount thereof (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 Additional SharesSenior Securities, and the Underwriters shall have the right to purchase, severally and not jointly, up to 865,000 Additional Shares an additional $5,812,500 aggregate principal amount of Securities at the Purchase PricePrice (without giving effect to any accrued interest from the Closing Date to the relevant Option Closing Date, as those terms are defined herein). You The Representative may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice not later than 30 days after the date of this Agreement. Any exercise notice shall specify the number aggregate principal amount of Additional Shares Senior Securities to be purchased by the Underwriters and the date on which such shares aggregate principal amount of Additional Senior Securities are to be purchased. Each purchase date must be at least one business day after the written notice is given and may not be earlier than the closing date for the Firm Shares Senior Securities nor later than ten business days after the date of such notice. Additional Shares Senior Securities may be purchased as provided in Section 5 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm SharesSenior Securities. On each day, if any, that Additional Shares Senior Securities are to be purchased (an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number aggregate principal amount of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) Senior Securities that bears the same proportion to the total number aggregate principal amount of Additional Shares Senior Securities to be purchased on such Option Closing Date as the number aggregate principal amount of Firm Shares Senior Securities set forth in Schedule II A hereto opposite the name of such Underwriter bears to the total number aggregate principal amount of Firm Shares. The Company hereby agrees that, without the prior written consent of Mxxxxx Sxxxxxx on behalf of the Underwriters, it will not, during the period ending 180 days after the date of the Prospectus, (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 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, except for registration statements on Form S-8 (or equivalent forms). The restrictions contained in the preceding paragraph shall not apply to (a) the Shares to be sold hereunder, (b) the issuance by the Company of restricted shares of Common Stock or options to acquire Common Stock pursuant to the Company’s employee benefit plans, stock option plans or other employee compensation plans described in the Prospectus, (c) the issuance by the Company of shares of Common Stock upon the exercise of an option that was issued pursuant to the Company’s employee benefit plans, stock option plans or other employee compensation plans described in the Prospectus, (d) the issuance by the Company of shares of Common Stock upon exercise of a warrant or the conversion of a security outstanding on the date hereof that has been disclosed in the Prospectus or of which the Underwriters have been advised in writing, or (e) the issuance by the Company of up to an aggregate of three hundred thousand (300,000) shares of Common Stock (or securities convertible into or exercisable or exchangeable for Common Stock) in connection with acquisitions or other business combinations, strategic alliances or similar relationships, including, without limitation, relationships with original equipment manufacturers, distributors, resellers and suppliers; provided that such recipient shall sign and deliver a lock-up agreement in the form attached hereto as Exhibit A. 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 the preceding paragraph 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 Mxxxxx Sxxxxxx of any earnings release, news or event that may give rise to an extension of the initial 180-day restricted periodSenior Securities.

Agreements to Sell and Purchase. 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 “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 Additional Shares, and the Underwriters shall have the right to purchase, severally and not jointly, up to 865,000 [ ] Additional Shares at the Purchase Price. You The Representatives may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice to the Company not later than 30 days after the date of this Agreement. 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. Each purchase date must be at least one business day after the written notice is given and may not be 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 5 hereof solely for the purpose of covering over-over allotments made in connection with the offering of the Firm Shares. On each day, if any, that Additional Shares are to be purchased (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 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 Mxxxxx Sxxxxxx the Representatives on behalf of the Underwriters, it will not, during the period ending 180 days after the date of the Prospectus, (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 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, except for registration statements on Form S-8 (or equivalent forms). The restrictions contained in the preceding paragraph shall not apply to (a) the Shares to be sold hereunder, (b) the issuance by the Company of restricted shares of Common Stock or options to acquire Common Stock pursuant to the Company’s employee benefit plans, stock option plans or other employee compensation plans described in the Prospectus, (c) the issuance by the Company of shares of Common Stock upon the exercise of an option that was issued pursuant to the Company’s employee benefit plans, stock option plans or other employee compensation plans described in the Prospectus, (d) the issuance by the Company of shares of Common Stock upon exercise of a warrant or the conversion of a security outstanding on the date hereof that has been and disclosed in the Time of Sale Prospectus or of which the Underwriters have been advised in writing, (c) the issuance by the Company of shares or options to purchase shares of Common Stock pursuant to the Company’s equity plans disclosed in the Prospectus, (d) the filing by the Company of any Registration Statement on Form S-8 or a successor form thereto or (e) the issuance by the Company of up to an aggregate of three hundred thousand (300,000) [ ] shares of Common Stock (or securities convertible into or exercisable or exchangeable for Common Stock) in connection with acquisitions any acquisition, collaboration or other business combinationsstrategic transaction involving the Company or any of its subsidiaries, strategic alliances or similar relationships, including, without limitation, relationships with original equipment manufacturers, distributors, resellers and suppliers; provided that such recipient shall sign and deliver the recipients thereof execute a lock-up agreement substantially in the form attached hereto as of Exhibit A. A 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 restricted period, the restrictions imposed by the preceding paragraph 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 Mxxxxx Sxxxxxx the Representatives 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. Each Seller, severally and not jointly, 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 such Seller the Company at $___a $ per 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 I hereto opposite the name of such Underwriter bears to the total number of Firm SharesUnderwriter. 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 the right to purchase, severally and not jointly, up to 865,000 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. You may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice not later than 30 days after the date of this Agreement. 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. Each purchase date must be at least one business day after the written notice is given and may not be 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 5 4 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. On each day, if any, that Additional Shares are to be purchased (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 II 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 Mxxxxx Sxxxxxx on behalf of the Underwriters, it will not, during the period ending 180 days after the date of the Prospectus, (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 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, except for registration statements on Form S-8 (or equivalent forms). The restrictions contained in the preceding paragraph shall not apply to (a) the Shares to be sold hereunder, (b) the issuance by the Company of restricted shares of Common Stock or options to acquire Common Stock pursuant to the Company’s employee benefit plans, stock option plans or other employee compensation plans described in the Prospectus, (c) the issuance by the Company of shares of Common Stock upon the exercise of an option that was issued pursuant to the Company’s employee benefit plans, stock option plans or other employee compensation plans described in the Prospectus, (d) the issuance by the Company of shares of Common Stock upon exercise of a warrant or the conversion of a security outstanding on the date hereof that has been disclosed in the Prospectus or of which the Underwriters have been advised in writing, or (e) the issuance by the Company of up to an aggregate of three hundred thousand (300,000) shares of Common Stock (or securities convertible into or exercisable or exchangeable for Common Stock) in connection with acquisitions or other business combinations, strategic alliances or similar relationships, including, without limitation, relationships with original equipment manufacturers, distributors, resellers and suppliers; provided that such recipient shall sign and deliver a lock-up agreement in the form attached hereto as Exhibit A. 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 the preceding paragraph 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 Mxxxxx Sxxxxxx 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. 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 “Purchase Price”"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 and certain Selling Stockholders agree to sell to the Underwriters the Additional Shares, and the Underwriters shall have the right to purchase, severally and not jointly, up to 865,000 1,252,500 Additional Shares at the Purchase Price. You may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice not later than 30 days after the date of this Agreement. 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. Each purchase date must be at least one business day after the written notice is given and may not be 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 5 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. On each day, if any, that Additional Shares are to be purchased (an “Option Closing Date”"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 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 Mxxxxx Sxxxxxx Xxxxxx Xxxxxxx & Co. Incorporated and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated ("XXXXXXX XXXXX") on behalf of the Underwriters, it will not, during the period ending 180 days after the date of the Prospectus, (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 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, except for registration statements on Form S-8 (or equivalent forms). The restrictions contained in the preceding paragraph shall not apply to (a) the Shares to be sold hereunder, (b) the issuance by the Company of restricted shares of Common Stock or options to acquire Common Stock pursuant to the Company’s employee benefit plans, stock option plans or other employee compensation plans described in the Prospectus, (c) the issuance by the Company of shares of Common Stock upon the exercise of an option that was issued pursuant to the Company’s employee benefit plans, stock option plans or other employee compensation plans described in the Prospectus, (d) the issuance by the Company of shares of Common Stock upon exercise of a warrant or the conversion of a security outstanding on the date hereof that has been disclosed and (x) described in the Prospectus or (y) of which the Underwriters have been advised in writing, (c) the issuance of shares of, or options to purchase shares of, Common Stock to employees, officers, directors, advisors or consultants of the Company pursuant to employee benefit plans described in the Prospectus, provided that, prior to the issuance of any such shares or the grant of any such options where the shares subject to such option vest within the period ending 180 days after the date of the Prospectus, the Company shall cause each recipient of such grant or issuance to execute and deliver to you a "lock-up" agreement, substantially in the form of Exhibit A hereto, (d) the filing of registration statements on Form S-8, (e) the issuance transactions by the Company of up a Selling Stockholder relating to an aggregate of three hundred thousand (300,000) shares of Common Stock or other securities acquired in open market transactions after the completion of the offering of the Shares, provided that no filing under Section 16(a) of the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT"), shall be required or shall be voluntarily made in connection with subsequent sales of Common Stock or other securities acquired in such open market transactions, (f) transfers by a Selling Stockholder of shares of Common Stock or any security convertible into Common Stock as a bona fide gift, or (g) distributions by a Selling Stockholder of shares of Common Stock or any security convertible into Common Stock to limited partners or stockholders of the Selling Stockholder; provided that in the case of any transfer or distribution pursuant to clause (f) or (g), (i) each donee or distributee shall enter into a written agreement accepting the restrictions set forth in the preceding paragraph and this paragraph as if it were a Selling Stockholder and (ii) 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 in respect of the transfer or distribution during the 180-day restricted period. In addition, each Selling Stockholder, agrees that, without the prior written consent of Xxxxxx Xxxxxxx & Co. Incorporated and Xxxxxxx Xxxxx on behalf of the Underwriters, it will not, during the period ending 180 days after the date 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) . 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 connection compliance with acquisitions or other business combinations, strategic alliances or similar relationships, including, without limitation, relationships with original equipment manufacturers, distributors, resellers and suppliers; provided that such recipient shall sign and deliver a lock-up agreement in the form attached hereto as Exhibit A. foregoing restrictions. 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 the preceding paragraph 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 Mxxxxx Sxxxxxx Xxxxxx Xxxxxxx & Co. Incorporated and Xxxxxxx Xxxxx 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. Each Seller, severally and not jointly, 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, the conditions hereinafter stated, Company agrees to issue and sell the Firm Shares and each Underwriter agrees, severally and not jointly, to purchase from such Seller the Company at a price per share of $___a share 24.16 (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 Sharesin Schedule I hereto. 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 the right to purchase, severally and not jointly, up to 865,000 the Additional Shares from the Company at the Purchase Price. You may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice not later than 30 days after the date of this Agreement. 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. Each purchase date must be at least one business day after the written notice is given and may not be 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 5 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. On each 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, provided that if such thirtieth day is not a New York Stock Exchange trading day, if anythe thirtieth day will be the next succeeding New York Stock Exchange trading day. 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), that (ii) no later than seven business days after such notice has been given and (iii) no earlier than two business days after such notice has been given; unless otherwise agreed upon by the Underwriters and the Company. If any Additional Shares are to be purchased (an “Option Closing Date”)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 on such Option Closing Date from the Company as the number of Firm Shares set forth in Schedule II hereto opposite the name of such Underwriter in Schedule I bears to the total number of Firm Shares. The Company hereby agrees that, without the prior written consent of Mxxxxx Sxxxxxx on behalf of the Underwriters, it will not, during the period ending 180 days after the date of the Prospectus, (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 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, except for registration statements on Form S-8 (or equivalent forms). The restrictions contained in the preceding paragraph shall not apply to (a) the Shares to be sold hereunder, (b) the issuance by the Company of restricted shares of Common Stock or options to acquire Common Stock pursuant to the Company’s employee benefit plans, stock option plans or other employee compensation plans described in the Prospectus, (c) the issuance by the Company of shares of Common Stock upon the exercise of an option that was issued pursuant to the Company’s employee benefit plans, stock option plans or other employee compensation plans described in the Prospectus, (d) the issuance by the Company of shares of Common Stock upon exercise of a warrant or the conversion of a security outstanding on the date hereof that has been disclosed in the Prospectus or of which the Underwriters have been advised in writing, or (e) the issuance by the Company of up to an aggregate of three hundred thousand (300,000) shares of Common Stock (or securities convertible into or exercisable or exchangeable for Common Stock) in connection with acquisitions or other business combinations, strategic alliances or similar relationships, including, without limitation, relationships with original equipment manufacturers, distributors, resellers and suppliers; provided that such recipient shall sign and deliver a lock-up agreement in the form attached hereto as Exhibit A. 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 the preceding paragraph 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 Mxxxxx Sxxxxxx 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. Each Seller, severally and not jointly, 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 such Seller the Company at $___[•] a share (the “Purchase Price”) the number of Firm Shares (subject to such adjustments to eliminate fractional shares as you the Managers may determine) that bears the same proportion to the number of Firm Shares to be sold by such Seller the Company as the number of Firm Shares set forth in Schedule II 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 agrees Selling Stockholders, severally and not jointly, agree to sell to the Underwriters the Additional Shares, and the Underwriters shall have the right to purchase, severally and not jointly, up to 865,000 4,875,000 Additional Shares at the Purchase Price. You The Managers may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice not later than 30 days after the date of this Agreement. 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. Each purchase date must be at least one two business day days after the written notice is given and may not be 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 5 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. On each day, if any, that Additional Shares are to be purchased (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 Managers 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 II I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. The Company Subject to the immediately following paragraph, each Seller hereby agrees that, without the prior written consent of Mxxxxx Sxxxxxx Xxxxxx Xxxxxxx on behalf of the Underwriters, it will not, during the period ending 180 days after the date of the Prospectus, (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 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, except for registration statements on Form S-8 Stock or (or equivalent forms)4) publicly announce the intention to do any of the foregoing. The restrictions contained in the preceding paragraph shall not apply to (a) the Shares to be sold hereunder, (bb)(i) the issuance by the Company (or the exercise of restricted shares an option or conversion of Common Stock or options to acquire Common Stock pursuant to the Company’s employee benefit plans, stock option plans or other employee compensation plans described in the Prospectus, (c) the a security preceding such issuance by the Company Selling Stockholders) of shares of Common Stock upon the exercise of an option that was issued pursuant to the Company’s employee benefit plans, stock option plans or other employee compensation plans described in the Prospectus, (d) the issuance by the Company of shares of Common Stock upon exercise of a warrant or the conversion of a security outstanding on the date hereof that has been disclosed in the Prospectus or of which the Underwriters have been advised in writing, writing or (eii) the issuance by the Company (or the exercise of warrants preceding such issuance by the Selling Stockholders) of shares of Common Stock upon the exercise of the warrants outstanding on the date hereof which are described in the Time of Sale Prospectus and any transfer of shares of Common Stock by a Selling Stockholder to the Company upon the cashless exercise of such warrants, (c) transactions by a Selling Stockholder relating to shares of Common Stock or other securities acquired in open market transactions (including transactions in connection with the Directed Share Program) after the completion of the offering of the Shares, provided that no filing under Section 16(a) of the Exchange Act, shall be required or shall be voluntarily made in connection with subsequent sales of Common Stock or other securities acquired in such open market transactions, (d) transfers by a Selling Stockholder of shares of Common Stock or any security convertible into Common Stock as a bona fide gift, (e) distributions or transfers by a Selling Stockholder of shares of Common Stock or any security convertible into Common Stock to partners, members, stockholders or affiliates of the Selling Stockholders, (f) the issuance of up to an aggregate of three hundred thousand (300,000) 4,500,000 shares of Common Stock (or options, warrants or convertible securities in respect thereof) in connection with a bona fide merger or acquisition transaction, provided that the shares of Common Stock (or such options, warrants and convertible securities so issued) are subject to the terms of a lock-up letter having provisions that are substantially the same as the provisions of Exhibit D to this Agreement, and (g) the filing by the Company with the Commission of any Registration Statement on Form S-8; provided that in the case of any transfer or distribution pursuant to clause (d) or (e), (i) each donee or distributee or transferee shall enter into a written agreement accepting the restrictions set forth in the preceding paragraph and this paragraph as if it were a Selling Stockholder and (ii) 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 in respect of the transfer or distribution during the 180-day restricted period. In addition, each Selling Stockholder, agrees that, without the prior written consent of Xxxxxx Xxxxxxx on behalf of the Underwriters, it will not, during the period ending 180 days after the date 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) . Each Selling Stockholder individually consents as to itself 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 connection compliance with acquisitions or other business combinations, strategic alliances or similar relationships, including, without limitation, relationships with original equipment manufacturers, distributors, resellers and suppliers; provided that such recipient shall sign and deliver a lock-up agreement in the form attached hereto as Exhibit A. foregoing restrictions. 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 the preceding paragraph 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, unless in either case, Xxxxxx Xxxxxxx on behalf of the Underwriters waives in writing such extension. The Company shall promptly notify Mxxxxx Sxxxxxx Xxxxxx Xxxxxxx 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. Each Seller, severally and not jointly, 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 such Seller the Company the respective numbers of Firm Shares set forth in Schedule I hereto opposite its name at $___100.4625 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 Additional Shares, and the Underwriters shall have the right to purchase, severally and not jointly, up to 865,000 300,000 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. You Xxxxxxx, Xxxxx & Co. may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice of each election to exercise the option not later than 30 days after the date of this Agreement. 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. Each purchase date must be at least one business day after the written notice is given and may not be 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 5 4 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. On each day, if any, that Additional Shares are to be purchased (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 II 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 Mxxxxx Sxxxxxx on behalf of the Underwriters, it will not, during the period ending 180 days after the date of the Prospectus, (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 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, except for registration statements on Form S-8 (or equivalent forms). The restrictions contained in the preceding paragraph shall not apply to (a) the Shares to be sold hereunder, (b) the issuance by the Company of restricted shares of Common Stock or options to acquire Common Stock pursuant to the Company’s employee benefit plans, stock option plans or other employee compensation plans described in the Prospectus, (c) the issuance by the Company of shares of Common Stock upon the exercise of an option that was issued pursuant to the Company’s employee benefit plans, stock option plans or other employee compensation plans described in the Prospectus, (d) the issuance by the Company of shares of Common Stock upon exercise of a warrant or the conversion of a security outstanding on the date hereof that has been disclosed in the Prospectus or of which the Underwriters have been advised in writing, or (e) the issuance by the Company of up to an aggregate of three hundred thousand (300,000) shares of Common Stock (or securities convertible into or exercisable or exchangeable for Common Stock) in connection with acquisitions or other business combinations, strategic alliances or similar relationships, including, without limitation, relationships with original equipment manufacturers, distributors, resellers and suppliers; provided that such recipient shall sign and deliver a lock-up agreement in the form attached hereto as Exhibit A. 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 the preceding paragraph 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 Mxxxxx Sxxxxxx 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. Each Seller, severally and not jointly, The Company hereby agrees to issue and sell 1,583,641 Firm Shares to the several UnderwritersUnderwriters at a price of $14.6475 per share (the “Purchase Price”), and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter statedherein set forth, agrees, severally and not jointly, to purchase from such Seller the Company at $___a share (the “Purchase Price”) Price the number of the Firm Shares (subject to such adjustments to eliminate fractional shares as you the Managers 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 set forth in Schedule I hereto. Moreover, the Company hereby agrees to issue and sell up to 237,546 Additional Shares to the total number of Firm Shares. On Underwriters at the Purchase Price, and each Underwriter, upon the basis of the representations and warranties contained in this Agreementherein, and but subject to its the terms and conditionsconditions herein set forth, the Company agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have the right (but not the obligation) to purchase, severally and not jointly, up to 865,000 the Additional Shares at the Purchase Price. You The Managers may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice not later than 30 days after the date of this Agreement. 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. Each purchase date must be at least one business day after the written notice is given and may not be earlier than the closing date for the Firm Shares nor or later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 5 4 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. On each day, if any, that Additional Shares are to be purchased (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 Managers 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 II 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 Mxxxxx Sxxxxxx on behalf of the Underwriters, it will not, during the period ending 180 days after the date of the Prospectus, (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 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, except for registration statements on Form S-8 (or equivalent forms). The restrictions contained in the preceding paragraph shall not apply to (a) the Shares to be sold hereunder, (b) the issuance by the Company of restricted shares of Common Stock or options to acquire Common Stock pursuant to the Company’s employee benefit plans, stock option plans or other employee compensation plans described in the Prospectus, (c) the issuance by the Company of shares of Common Stock upon the exercise of an option that was issued pursuant to the Company’s employee benefit plans, stock option plans or other employee compensation plans described in the Prospectus, (d) the issuance by the Company of shares of Common Stock upon exercise of a warrant or the conversion of a security outstanding on the date hereof that has been disclosed in the Prospectus or of which the Underwriters have been advised in writing, or (e) the issuance by the Company of up to an aggregate of three hundred thousand (300,000) shares of Common Stock (or securities convertible into or exercisable or exchangeable for Common Stock) in connection with acquisitions or other business combinations, strategic alliances or similar relationships, including, without limitation, relationships with original equipment manufacturers, distributors, resellers and suppliers; provided that such recipient shall sign and deliver a lock-up agreement in the form attached hereto as Exhibit A. 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 the preceding paragraph 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 Mxxxxx Sxxxxxx 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. 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 “"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 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 agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have the a one-time right to purchase, severally and not jointly, up to 865,000 1,050,000 Additional Shares at the Purchase Price. You may exercise this right If you, on behalf of the Underwriters Underwriters, elect to exercise such option, you shall so notify the Company in whole or from time to time in part by giving written notice writing not later than 30 days after the date of this Agreement. Any exercise , 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. Each purchase Such date must may be at least one business day after the written notice is given and may same as the Closing Date (as defined below) but not be earlier than the closing date for the Firm Shares Closing Date nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 5 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. On each day, if any, that If any Additional Shares are to be purchased (an “Option Closing Date”)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 Option Closing Date as the number of Firm Shares set forth in Schedule II 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 Mxxxxx Sxxxxxx Xxxxxx Xxxxxxx & Co. Incorporated on behalf of the Underwriters, it will not, during the period ending 180 90 days after the date of the Prospectus, (1i) 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 (2ii) 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 (1i) or (2ii) above is to be settled by delivery 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, except for registration statements on Form S-8 (or equivalent forms)otherwise. The restrictions contained in the preceding paragraph foregoing sentence shall not apply to (aA) the Shares to be sold hereunder, (b) the issuance by the Company of restricted shares of Common Stock or options to acquire Common Stock pursuant to the Company’s employee benefit plans, stock option plans or other employee compensation plans described in the Prospectus, (cB) the issuance by the Company of shares of Common Stock upon the exercise of an option that was issued pursuant to the Company’s employee benefit plans, stock option plans or other employee compensation plans described in the Prospectus, (d) the issuance by the Company of shares of Common Stock upon exercise of a warrant or the conversion of a security outstanding on the date hereof that has been disclosed as described in the Prospectus or Prospectus, (C) the grant of which options to purchase Common Stock pursuant to the Underwriters have been advised in writingCompany's 1997 Stock Plan and 1998 Stock Plan, or (eD) the issuance by the Company of up to an aggregate of three hundred thousand (300,000) 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 completion of the offering of the Shares. In addition, the 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 the date 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) in connection with acquisitions or other business combinations, strategic alliances or similar relationships, including, without limitation, relationships with original equipment manufacturers, distributors, resellers and suppliers; provided that such recipient shall sign and deliver a lock-up agreement in the form attached hereto as Exhibit A. 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 the preceding paragraph 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 Mxxxxx Sxxxxxx 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. 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 “"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 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 the a one-time right to purchase, severally and not jointly, up to 865,000 __________ Additional Shares at the Purchase Price. You may exercise this right If you, on behalf of the Underwriters Underwriters, elect to exercise such option, you shall so notify DCEO in whole or from time to time in part by giving written notice writing not later than 30 days after the date of this Agreement. Any exercise , 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. Each purchase Such date must may be at least one business day after the written notice is given and may same as the Closing Date (as defined below) but not be earlier than the closing date for the Firm Shares Closing Date nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 5 hereof solely for the purpose of covering over-over- allotments made in connection with the offering of the Firm Shares. On each day, if any, that If any Additional Shares are to be purchased (an “Option Closing Date”)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 on such Option Closing Date as the number of Firm Shares set forth in Schedule II 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 Mxxxxx Sxxxxxx Xxxxxx Xxxxxxx & Co. Incorporated on behalf of the Underwriters, it will not, during the period ending 180 90 days after the date of the Prospectus, (1i) 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 or exercisable or exchangeable for Common Stock or (2ii) 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 (1i) or (2ii) above is to be settled by delivery 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, except for registration statements on Form S-8 (or equivalent forms)otherwise. The restrictions contained in the preceding paragraph foregoing sentence shall not apply to (aA) the Shares to be sold hereunder, (bB) the issuance by the Company of restricted shares of Common Stock or options to acquire Common Stock pursuant to the Company’s employee benefit plans, stock option plans or other employee compensation plans described in the Prospectus, (c) the issuance by the Company of any shares of Common Stock upon the exercise of an option that was issued pursuant to the Company’s employee benefit plans, stock option plans or other employee compensation plans described in the Prospectus, (d) the issuance by the Company of shares of Common Stock upon exercise of a warrant or the conversion of a security outstanding on the date hereof that has been disclosed in the Prospectus or of which the Underwriters have been advised in writing, (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 or (eD) the grant by the Company of options to purchase shares of Common Stock or the issuance by the Company of up to an aggregate of three hundred thousand (300,000) shares of Common Stock (under any of the Company's stock 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 the date of the Prospectus, make any demand for, or securities 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) in connection with acquisitions or other business combinations, strategic alliances or similar relationships, including, without limitation, relationships with original equipment manufacturers, distributors, resellers and suppliers; provided that such recipient shall sign and deliver a lock-up agreement in the form attached hereto as Exhibit A. 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 the preceding paragraph 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 Mxxxxx Sxxxxxx 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. 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 “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 Selling Shareholders agree to sell to the Underwriters the Additional Shares, and the Underwriters shall have the right to purchase, severally and not jointly, up to 865,000 [—] Additional Shares at the Purchase Price. You may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice not later than 30 days after the date of this Agreement. 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. Each purchase date must be at least one business day after the written notice is given and may not be 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 5 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. On each day, if any, that Additional Shares are to be purchased (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 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 Mxxxxx Sxxxxxx Xxxxxx Xxxxxxx on behalf of the Underwriters, it will not, during the period ending 180 90 days after the date of the Prospectus, (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 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, except for registration statements on Form S-8 (or equivalent forms). The restrictions contained in the preceding paragraph shall not apply to (a) the Shares to be sold hereunder, (b) the issuance by the Company of restricted shares of Common Stock or options to acquire Common Stock pursuant to the Company’s employee benefit plans, stock option plans or other employee compensation plans described in the Prospectus, (c) the issuance by the Company of shares of Common Stock upon the exercise of an option that was issued pursuant to the Company’s employee benefit plans, stock option plans or other employee compensation plans described in the Prospectus, (d) the issuance by the Company of shares of Common Stock upon exercise of a warrant or the conversion of a security outstanding on the date hereof that has been disclosed in the Prospectus or of which the Underwriters have been advised in writing, (b) grants of employee stock options or other awards pursuant to the terms of any plan in effect on the date hereof or, if not currently in effect, described in the Registration Statement, (c) the filing of any registration statement on Form S-8 (or equivalent forms) covering common stock of the Company issuable under stock options or other awards granted in accordance with any plan in effect on the date hereof[, or (ed) the issuance by the Company of up Common Stock in connection with the acquisition or merger by the Company with or into any other company or an acquisition of assets (provided that the amount of Common Stock issued in connection with any such transaction does not in the aggregate exceed 10% of our total Common Stock outstanding immediately following the completion of this offering); provided that in the case of any issuance pursuant to an aggregate clause (d), (i) each distributee shall enter into a written agreement substantially in the form of three hundred thousand Exhibit A as if it were a Selling Shareholder and (300,000ii) 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 in respect of the transfer or distribution during the 90 day restricted period.] In addition, each Selling Shareholder, agrees that, without the prior written consent of Xxxxxx Xxxxxxx 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 of Common Stock (or securities any security convertible into or exercisable or exchangeable for Common Stock) . Each Selling Shareholder 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 Shareholder except in connection compliance with acquisitions or other business combinations, strategic alliances or similar relationships, including, without limitation, relationships with original equipment manufacturers, distributors, resellers and suppliers; provided that such recipient shall sign and deliver a lock-up agreement in the form attached hereto as Exhibit A. foregoing restrictions. Notwithstanding the foregoing, if (1) during the last 17 days of the 18090-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 18090-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 the preceding paragraph 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 Mxxxxx Sxxxxxx Xxxxxx Xxxxxxx 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. 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 “"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 Selling Stockholders agree to sell to the Underwriters the Additional Shares, and the Underwriters shall have the a one-time right to purchase, severally and not jointly, up to 865,000 491,250 Additional Shares at the Purchase Price. You may exercise this right If you, on behalf of the Underwriters Underwriters, elect to exercise such option, you shall so notify the Company in whole or from time to time in part by giving written notice writing not later than 30 days after the date of this Agreement. Any exercise , 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. Each purchase Such date must may be at least one business day after the written notice is given and may same as the Closing Date (as defined below) but not be earlier than the closing date for the Firm Shares Closing Date nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 5 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. On each day, if any, that If any Additional Shares are to be purchased (an “Option Closing Date”)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 Option Closing Date 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. The Company Each Seller hereby agrees that, without the prior written consent of Mxxxxx Sxxxxxx Xxxxxx Xxxxxxx & Co. Incorporated on behalf of the Underwriters, it will not, during the period ending 180 90 days after the date of the Prospectus, (1i) 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 (2ii) 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 (1i) or (2ii) above is to be settled by delivery 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, except for registration statements on Form S-8 (or equivalent forms)otherwise. The restrictions contained in the preceding paragraph foregoing sentence shall not apply to (aA) the Shares to be sold hereunder, (b) the issuance by the Company of restricted shares of Common Stock or options to acquire Common Stock pursuant to the Company’s employee benefit plans, stock option plans or other employee compensation plans described in the Prospectus, (cB) the issuance by the Company of shares of Common Stock upon the exercise of an option that was issued pursuant to the Company’s employee benefit plans, stock option plans or other employee compensation plans described in the Prospectus, (d) the issuance by the Company of shares of Common Stock upon exercise of a warrant or the conversion of a security outstanding on the date hereof that has been disclosed is described in the Prospectus or of which the Underwriters have been advised in writingProspectus, or (eC) the issuance transactions by any -8- person other than the Company of up relating to an aggregate of three hundred thousand (300,000) shares of Common Stock or other securities acquired in open market transactions after the completion of the offering of the Shares or (D) grants of options to purchase up to ______ shares of Class A or securities Class B Common Stock pursuant to the Company's existing equity based compensation plans, provided that no such option shall be exercisable during the period ending 90 days after the date of the Prospectus. 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 the date 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) in connection with acquisitions or other business combinations, strategic alliances or similar relationships, including, without limitation, relationships with original equipment manufacturers, distributors, resellers and suppliers; provided that such recipient shall sign and deliver a lock-up agreement in the form attached hereto as Exhibit A. 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 the preceding paragraph 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 Mxxxxx Sxxxxxx 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. Each SellerThe Company and each Selling Shareholder hereby agree, severally and not jointly, hereby agrees to sell to the several UnderwritersUnderwriters the Firm Shares in the respective amounts set forth in Schedule I 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 such Seller at $___a share (the “Purchase Price”) Company and the number of Firm Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears Selling Shareholders the same proportion to the number of Firm Shares to be sold by such Seller as the number respective numbers of Firm Shares set forth in Schedule II hereto opposite its name at $____ a share (the name of such Underwriter bears to the total number of Firm Shares"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 the a one-time right to purchase, severally and not jointly, up to 865,000 2,250,000 Additional Shares at the Purchase Price. You may exercise this right If you, on behalf of the Underwriters Underwriters, elect to exercise such option, you shall so notify the Company in whole or from time to time in part by giving written notice writing not later than 30 days after the date of this Agreement. Any exercise , 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. Each purchase Such date must may be at least one business day the same as the Closing Date (as defined below) but not earlier than the Closing Date, or if after the written notice is given and may Closing Date, unless otherwise agreed, such date shall not be earlier than two (2) business days after the closing date for the Firm Shares of such notice, nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 5 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. On each day, if any, that If any Additional Shares are to be purchased (an “Option Closing Date”)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 Option Closing Date 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. The Company hereby agrees that, without the prior written consent of Mxxxxx Sxxxxxx Xxxxxx Xxxxxxx on behalf of the Underwriters, it will not, during the period ending 180 90 days after the date of the ProspectusProspectus (the "Lock-up Period"), (1i) 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 (2ii) 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 (1i) or (2ii) above is to be settled by delivery 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, except for registration statements on Form S-8 (or equivalent forms)otherwise. The restrictions contained in the preceding paragraph foregoing sentence shall not apply to (aA) the Shares to be sold hereunder, (b) the issuance by the Company of restricted shares of Common Stock or options to acquire Common Stock pursuant to the Company’s employee benefit plans, stock option plans or other employee compensation plans described in the Prospectus, (cB) the issuance by the Company of shares of Common Stock upon the exercise of an option that was issued pursuant to the Company’s employee benefit plans, stock option plans or other employee compensation plans described in the Prospectus, (d) the issuance by the Company of shares of Common Stock upon exercise of a warrant or the conversion of a security outstanding on the date hereof that has been is disclosed in the Prospectus or of which the Underwriters have been advised in writing, or (eC) the issuance by the Company of up to an aggregate of three hundred thousand (300,000) shares of Common Stock or options therefor issued pursuant to stock plans described in the Prospectus, (D) the issuance by the Company of shares of Common Stock or securities convertible into options or exercisable warrants for shares of Common Stock to suppliers, developers, consultants or exchangeable for Common Stock) other persons in connection with acquisitions supply, development, consulting, marketing or similar arrangements, provided that the recipient of such shares, options or warrants executes and delivers to you on or before the date of such issuance a "lock-up" agreement substantially in the form provided to the Company by the Underwriters; or (E) the issuance by the Company of shares of Common Stock in connection with the acquisition by the Company of any businesses, products or technologies. The Company agrees that, without the prior written consent of Xxxxxx Xxxxxxx, it will not, during the period ending 90 days after the date of the Prospectus, file or cause to become effective any registration statement relating to any securities of the Company, including a registration statement registering shares under any of the Company's stock plans or other business combinations, strategic alliances or similar relationships, including, without limitation, relationships with original equipment manufacturers, distributors, resellers and suppliersemployee benefit plans; provided that such recipient the foregoing prohibition shall sign -------- not apply to any registration statement relating to shares of Common Stock of the Company to be issued in connection with any acquisition by the Company of any businesses, products or technologies or any registration statement filed in response to the exercise of demand registration rights under the Investor Rights Agreement. Each Selling Shareholder hereby agrees to execute and deliver on or before the Closing Date a "lock-up up" agreement substantially in the form attached hereto as of Exhibit A. 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 the preceding paragraph 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 Mxxxxx Sxxxxxx of any earnings release, news or event that may give rise to an extension of the initial 180-day restricted periodA hereto.

Agreements to Sell and Purchase. Each Seller, severally and not jointly, 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 such Seller at $___a share (the “Purchase Price”) Company 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 respective number of Firm Shares set forth in Schedule II I hereto opposite its name at $______ a share (the name of such Underwriter bears to the total number of Firm Shares"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 the right to purchase, severally and not jointly, up to 865,000 _______________ Additional Shares at the Purchase Price. You may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice of each election to exercise the option not later than 30 days after the date of this Agreement. 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. Each purchase date must be at least one two business day days after the written notice is given and may not be 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 this Section 5 2 and Section 4 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. On each day, if any, that Additional Shares are to be purchased (an “Option Closing Date”"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 II 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 Mxxxxx Sxxxxxx Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated and Xxxxxx Xxxxxxx & Co. Incorporated on behalf of the Underwriters, it will not, during the period ending 180 days after the date of the Prospectus, (1i) 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 (2ii) 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 (1i) or (2ii) above is to be settled by delivery 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, except for registration statements on Form S-8 (or equivalent forms)otherwise. The restrictions contained in the preceding paragraph foregoing sentence shall not apply to (aA) the Shares to be sold hereunder, (b) the issuance by the Company of restricted shares of Common Stock or options to acquire Common Stock pursuant to the Company’s employee benefit plans, stock option plans or other employee compensation plans described in the Prospectus, (cB) the issuance by the Company of shares of Common Stock upon the exercise of an option that was issued pursuant to the Company’s employee benefit plans, stock option plans or other employee compensation plans described in the Prospectus, (d) the issuance by the Company of shares of Common Stock upon exercise of a warrant or the conversion of a security outstanding on the date hereof that has been disclosed is described in the Prospectus or of which the Underwriters have been advised in writing, (C) the grant of any stock option or stock purchase right pursuant to the Company's 2003 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, provided that, prior to the grant of any such stock option or stock purchase right, the Company shall cause the recipients of such grants to 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 of Common Stock, the Company shall cause the recipients of such shares to execute and deliver to you "lock-up" agreements, each substantially in the form of Exhibit A hereto, or (eE) the issuance by the Company of up to an aggregate of three hundred thousand (300,000) shares of Common Stock (or securities convertible into or exercisable or exchangeable for 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) in connection with acquisitions or other business combinations, strategic alliances or similar relationships, including, without limitation, relationships with original equipment manufacturers, distributors, resellers and suppliers; provided that the Company shall cause the recipients of such recipient shall sign shares to execute and deliver a to you "lock-up agreement up" agreements, each substantially in the form attached hereto as of Exhibit A. 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 the preceding paragraph 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 Mxxxxx Sxxxxxx of any earnings release, news or event that may give rise to an extension of the initial 180-day restricted periodA hereto.

Agreements to Sell and Purchase. 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 “Purchase Price”"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 Additional Shares, and the Underwriters shall have the a one-time right to purchase, severally and not jointly, up to 865,000 _______________ Additional Shares at the Purchase Price. You may exercise this right If you, on behalf of the Underwriters Underwriters, elect to exercise such option, you shall so notify the Company in whole or from time to time in part by giving written notice writing not later than 30 days after the date of this Agreement. Any exercise , 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. Each purchase Such date must may be at least one business day after the written notice is given and may same as the Closing Date (as defined below) but not be earlier than the closing date for the Firm Shares Closing Date nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 5 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. On each day, if any, that If any Additional Shares are to be purchased (an “Option Closing Date”)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 Option Closing Date 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. The Company Each Seller hereby agrees that, without the prior written consent of Mxxxxx Sxxxxxx Morgxx Xxxnxxx & Xo. Incorporated on behalf of the Underwriters, it will not, during the period ending 180 90 days after the date of the Prospectus, (1i) 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 (2ii) 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 (1i) or (2ii) above is to be settled by delivery 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, except for registration statements on Form S-8 (or equivalent forms)otherwise. The restrictions contained in the preceding paragraph foregoing sentence shall not apply to (aA) the Shares to be sold hereunder, (b) the issuance by the Company of restricted shares of Common Stock or options to acquire Common Stock pursuant to the Company’s employee benefit plans, stock option plans or other employee compensation plans described in the Prospectus, (cB) the issuance by the Company of shares of Common Stock upon the exercise of an option that was issued pursuant to the Company’s employee benefit plans, stock option plans or other employee compensation plans described in the Prospectus, (d) the issuance by the Company of shares of Common Stock upon exercise of a warrant or the conversion of a security outstanding on the date hereof that has been disclosed in the Prospectus or of which the Underwriters have been advised in writing, or (e) the issuance by the Company of up to an aggregate of three hundred thousand (300,000) shares of Common Stock (or securities convertible into or exercisable or exchangeable for Common Stock) in connection with acquisitions or other business combinations, strategic alliances or similar relationships, including, without limitation, relationships with original equipment manufacturers, distributors, resellers and suppliers; provided that such recipient shall sign and deliver a lock-up agreement in the form attached hereto as Exhibit A. 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 the preceding paragraph 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 Mxxxxx Sxxxxxx of any earnings release, news or event that may give rise to an extension of the initial 180-day restricted period.which

Agreements to Sell and Purchase. Each Seller, severally and not jointly, 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 such Seller the Company the respective numbers of Firm Shares set forth in Schedule I hereto opposite its name at $___10.528 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 Additional Shares, and the Underwriters shall have the right to purchase, severally and not jointly, up to 865,000 1,397,500 Additional Shares at the Purchase Price. You may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice of each election to exercise the option not later than 30 days after the date of this Agreement. 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. Each purchase date must be at least one business day after the written notice is given and may not be 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 5 4 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. On each day, if any, that Additional Shares are to be purchased (an “Option Closing Date”Date (as defined below), 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 II 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 Mxxxxx Sxxxxxx Xxxxxx Xxxxxxx & Co. Incorporated on behalf of the Underwriters, it will not, during the period ending 180 90 days after the date of the Prospectus, (1i) 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 (2ii) 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 (1i) or (2ii) above is to be settled by delivery 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, except for registration statements on Form S-8 (or equivalent forms)otherwise. The restrictions contained in the preceding paragraph foregoing sentence shall not apply to (aA) the Shares to be sold hereunder, (b) the issuance by the Company of restricted shares of Common Stock or options to acquire Common Stock pursuant to the Company’s employee benefit plans, stock option plans or other employee compensation plans described in the Prospectus, (cB) the issuance by the Company of shares of Common Stock upon the exercise of an option that was issued pursuant to the Company’s employee benefit plans, stock option plans or other employee compensation plans described in the Prospectus, (d) the issuance by the Company of shares of Common Stock upon exercise of a warrant or the conversion of a security outstanding on the date hereof that has been is disclosed in the Prospectus (or pursuant to a plan disclosed in the Prospectus) or of which the Underwriters have been advised in writing, or (eC) the issuance grant by the Company of up options to an aggregate of three hundred thousand (300,000) purchase shares of Common Stock pursuant to the terms of a plan in effect on the date hereof and filed as an exhibit to the S-3 Registration Statement or to any filing incorporated by reference therein and (D) issuances of up to 1,000,000 shares of Common Stock pursuant to collaborative, licensing or securities convertible into or exercisable or exchangeable for marketing agreements; provided that, with respect to clause (D), prior to the issuance of any such shares of Common Stock) in connection with acquisitions or other business combinations, strategic alliances or similar relationships, including, without limitation, relationships with original equipment manufacturers, distributors, resellers and suppliers; provided that the Company shall cause the recipient of such recipient shall sign shares to execute and deliver to you a form of “lock-up up” agreement substantially in the form of Exhibit E attached hereto as Exhibit A. 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 the preceding paragraph 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 Mxxxxx Sxxxxxx of any earnings release, news or event that may give rise to an extension of the initial 180-day restricted periodhereto.

Agreements to Sell and Purchase. Each SellerOn the basis of the representations and warranties contained in this Agreement, severally and not jointlysubject to its terms and conditions, 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 jointly, to purchase from such Seller at $___a share (the “Purchase Price”) Company 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 respective numbers of Firm Shares set forth in Schedule II I hereto opposite its name at $24.345 a share (the name of such Underwriter bears to the total number of Firm Shares"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 the a one-time right to purchase, severally and not jointly, up to 865,000 210,000 Additional Shares at the Purchase Price. You may exercise this right If you, on behalf of the Underwriters Underwriters, elect to exercise such option, you shall so notify the Company in whole or from time to time in part by giving written notice writing not later than 30 days after the date of this Agreement. Any exercise , 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. Each purchase Such date must may be at least one business day after the written notice is given and may same as the Closing Date (as defined below) but not be earlier than the closing date for the Firm Shares Closing Date nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 5 4 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. On each day, if any, that If any Additional Shares are to be purchased (an “Option Closing Date”)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 Option Closing Date as the number of Firm Shares set forth in Schedule II 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 Mxxxxx Sxxxxxx Xxxxxx Xxxxxxx & Co. Incorporated on behalf of the Underwriters, it will not, during the period ending 180 30 days after the date of the Prospectus, (1i) 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 unless such securities are not convertible into or exercisable or exchangeable for Common Stock within such 30-day period or (2ii) 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 (1i) or (2ii) above is to be settled by delivery 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, except for registration statements on Form S-8 (or equivalent forms)otherwise. The restrictions contained in the preceding paragraph foregoing sentence shall not apply to (aA) the Shares to be sold hereunder, (b) the issuance by the Company of restricted shares of Common Stock or options to acquire Common Stock pursuant to the Company’s employee benefit plans, stock option plans or other employee compensation plans described in the Prospectus, (cB) the issuance by the Company of shares of Common Stock upon the exercise of an option that was issued pursuant to the Company’s employee benefit plans, stock option plans or other employee compensation plans described in the Prospectus, (d) the issuance by the Company of shares of Common Stock upon exercise of a warrant or the conversion or redemption of a security outstanding on the date hereof that has been disclosed in the Prospectus or of which exercise, conversion or redemption the Underwriters have been advised in writing, or (eC) the offering or issuance by of Common Stock or the Company granting of up options to an aggregate of three hundred thousand (300,000) purchase shares of Common Stock pursuant to the Company's employee and director benefit plans or (or securities convertible into or exercisable or exchangeable for Common StockD) the issuance of additional partnership units of the The Macerich Partnership, L.P. in connection with acquisitions or other business combinations, strategic alliances or similar relationships, including, without limitation, relationships with original equipment manufacturers, distributors, resellers and suppliers; of properties provided that such recipient shall sign and deliver a lock-up agreement in the form attached hereto as Exhibit A. Notwithstanding the foregoing, if (1) units are not convertible into Common Stock 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 180such 30-day period, the restrictions imposed by the preceding paragraph 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 Mxxxxx Sxxxxxx 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. Each Seller, severally and not jointly, 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 such Seller the Company at $___6.30 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 issued and sold by such Seller the Company as the number of Firm Shares set forth in Schedule II 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 agrees to issue and sell to the Underwriters the Additional SharesUnderwriters, and the Underwriters shall have the right to purchase, severally and not jointly, up to 865,000 675,000 Additional Shares at the Purchase Price. You may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice of each election to exercise the option not later than 30 days after the date of this Agreement. 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. Each purchase date must be at least one business day after the written notice is given and may not be 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 5 4 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. On each day, if any, that Additional Shares are to be purchased (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 II 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 Mxxxxx Sxxxxxx UBS Securities LLC on behalf of the Underwriters, it will not, during the period ending 180 90 days after the date of the Prospectus, (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 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, except for registration statements on Form S-8 (or equivalent forms). The restrictions contained in the preceding paragraph sentence shall not apply to (a) the Shares to be sold hereunder, (b) the issuance by the Company of restricted shares of Common Stock or options to acquire Common Stock pursuant to the Company’s employee benefit plans, stock option plans or other employee compensation plans described in the Prospectus, (c) the issuance by the Company of shares of Common Stock upon the exercise of an option that was issued pursuant to the Company’s employee benefit plans, stock option plans or other employee compensation plans described in the Prospectus, (d) the issuance by the Company of shares of Common Stock upon exercise of a warrant or the conversion of a security outstanding on the date hereof that has been disclosed in the Prospectus or of which the Underwriters have been advised in writing, or (e) the issuance by the Company of up to an aggregate of three hundred thousand (300,000) shares of Common Stock (or securities convertible into or exercisable or exchangeable for Common Stock) in connection with acquisitions or other business combinations, strategic alliances or similar relationships, including, without limitation, relationships with original equipment manufacturers, distributors, resellers and suppliers; provided that such recipient shall sign and deliver a lock-up agreement in the form attached hereto as Exhibit A. 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 the preceding paragraph 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 Mxxxxx Sxxxxxx of any earnings release, news or event that may give rise to an extension of the initial 180-day restricted period.to:

Agreements to Sell and Purchase. 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 “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 Selling Stockholder agrees to sell to the Underwriters the Additional Shares, Shares and the Underwriters shall have the right to purchase, severally and not jointly, up to 865,000 Additional Shares at the Purchase Price. You may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice of each election to exercise the option not later than 30 calendar days after the date of this Agreement. 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. Each purchase date must be at least one two business day days after the written notice is given and may not be 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 5 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. On each day, if any, that Additional Shares are to be purchased (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 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 Mxxxxx Sxxxxxx the Managers on behalf of the Underwriters, it will not, during the period ending 180 days after the date of the Prospectus, except as provided in the succeeding paragraph, (1i) 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 establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations of the Commission promulgated thereunder with respect to, any shares of Common Stock or any securities convertible 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, (2iii) 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 (1i), (ii) or (2iii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise or (3iv) file publicly announce an intention to effect any registration statement with the Commission relating to the offering of any shares of Common Stock transaction specified in clause (i), (ii) or any securities convertible into or exercisable or exchangeable for Common Stock, except for registration statements on Form S-8 (or equivalent forms)iii) above. The restrictions contained in the preceding paragraph shall not apply to (aA) the Shares to be sold hereunder, (b) the issuance by the Company of restricted shares of Common Stock or options to acquire Common Stock pursuant to the Company’s employee benefit plans, stock option plans or other employee compensation plans described in the Prospectus, (cB) the issuance by the Company of shares of Common Stock upon the exercise of an option that was issued pursuant to the Company’s employee benefit plans, stock option plans or other employee compensation plans described in the Prospectus, (d) the issuance by the Company of shares of Common Stock upon exercise of a warrant or the conversion of a security outstanding on the date hereof that has been disclosed in the Prospectus or of which the Underwriters have been advised in writing, (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, (eD) the issuance grants by the Company of up employee stock options or restricted stock pursuant to an aggregate the terms of three hundred thousand a plan in effect on the date hereof of which the Underwriters have been advised in writing or (300,000E) the filing by the Company of any registration statement with the Commission on Form S-8 relating to the offering of securities pursuant to the terms of a plan in effect on the date hereof of which the Underwriters have been advised in writing. In addition, the Selling Stockholder, agrees that, without the prior written consent of the Managers on behalf of the Underwriters, it will not, during the period ending 180 days after the date of the Prospectus, make any demand for, or exercise any right with respect to, the registration of any shares of Common Stock (or securities any security convertible into or exercisable or exchangeable for Common Stock) in connection with acquisitions Stock or warrants or other business combinations, strategic alliances or similar relationships, including, without limitation, relationships with original equipment manufacturers, distributors, resellers and suppliers; provided that such recipient shall sign and deliver a lock-up agreement in the form attached hereto as Exhibit A. rights to purchase Common Stock. Notwithstanding the foregoing, if (1) during the last 17 days of the 180-day restricted period ending 180 days after the date of the Prospectus, 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 periodperiod ending 180 days after the date of the Prospectus, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 180-day periodperiod ending 180 days after the date of the Prospectus, the restrictions imposed by the preceding previous paragraph 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 Mxxxxx Sxxxxxx 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. Each Seller, severally and not jointly, 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 such Seller the Company 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 the Company 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 and the Selling Shareholder agree to sell to the Underwriters the Additional Shares, and the Underwriters shall have the a one-time right to purchase, severally and not jointly, up to 865,000 ______________ Additional Shares at the Purchase Price. You may exercise this right If you, on behalf of the Underwriters Underwriters, elect to exercise such option, you shall so notify the Company in whole or from time to time in part by giving written notice writing not later than 30 days after the date of this Agreement. Any exercise , 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. Each purchase Such date must may be at least one business day after the written notice is given and may same as the Closing Date (as defined below) but not be earlier than the closing date for the Firm Shares Closing Date nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 5 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. On each day, if any, that If any Additional Shares are to be purchased (an “Option Closing Date”)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 Option Closing Date 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. The Company Each Seller hereby agrees that, without the prior written consent of Mxxxxx Sxxxxxx Xxxxxx Xxxxxxx & Co. Incorporated on behalf of the Underwriters, it will not, during the period ending 180 days after the date of the Prospectus, (1i) 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 or exercisable or exchangeable for Common Stock or (2ii) 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 (1i) or (2ii) above is to be settled by delivery 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, except for registration statements on Form S-8 (or equivalent forms)otherwise. The restrictions contained in the preceding paragraph foregoing sentence shall not apply to (aA) the Shares to be sold hereunder, hereunder or (b) the issuance by the Company of restricted shares of Common Stock or options to acquire Common Stock pursuant to the Company’s employee benefit plans, stock option plans or other employee compensation plans described in the Prospectus, (cB) the issuance by the Company of shares of Common Stock upon the exercise of an option that was issued pursuant to the Company’s employee benefit plans, stock option plans or other employee compensation plans described in the Prospectus, (d) the issuance by the Company of shares of Common Stock upon exercise of a warrant or the conversion of a security outstanding on the date hereof that has been disclosed in the Prospectus or of which the Underwriters have been advised in writing. In addition, each Selling Shareholder agrees that, without the prior written consent of Xxxxxx Xxxxxxx & Co. Incorporated on behalf of the Underwriters, it will not, during the period ending 180 days after the date of the Prospectus, make any demand for, or (e) exercise any right with respect to, the issuance by the Company registration of up to an aggregate of three hundred thousand (300,000) any shares of Common Stock (or securities any security convertible into or exercisable or exchangeable for Common Stock) in connection with acquisitions or other business combinations, strategic alliances or similar relationships, including, without limitation, relationships with original equipment manufacturers, distributors, resellers and suppliers; provided that such recipient shall sign and deliver a lock-up agreement in the form attached hereto as Exhibit A. 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 the preceding paragraph 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 Mxxxxx Sxxxxxx 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. Each Seller, severally and not jointly, 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, the conditions hereinafter statedFund agrees to issue and sell, and each Underwriter agrees, severally and not jointly, to purchase from such Seller the Fund at a price per Share of $___a share 10.00 (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 Sharesin Schedule I hereto. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company Fund further agrees to issue and sell to the Underwriters the Additional Shares, Shares and the Underwriters shall have the right to purchase, severally and not jointly, up to 865,000 6,000,000 Additional Shares from the Fund at the Purchase Price. You may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice not later than 30 days after the date of this Agreement. 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. Each purchase date must be at least one business day after the written notice is given and may not be 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 5 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. On each dayThe 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 Fund within 60 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, if anywhich date shall be a business day (i) no earlier than two business days after such notice has been given (and, that in any event, no earlier than the Closing Date (as hereinafter defined)) and (ii) no later than ten business days after such notice has been given. If any Additional Shares are to be purchased (an “Option Closing Date”)purchased, each Underwriter agreesUnderwriter, severally and not jointly, agrees to purchase from the Fund 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 on such Option Closing Date from the Fund as the number of Firm Shares set forth in Schedule II hereto opposite the name of such Underwriter in Schedule I bears to the total number of Firm Shares. For each of the Shares sold to the several Underwriters pursuant to this Agreement, the Investment Manger (not the Fund) agrees to pay or cause to be paid to Xxxxxxxxx, Xxxxxx & Xxxxxxxx Securities Corporation for its own account and the account of each Underwriter a fee equal to an amount computed by multiplying (A) $0.50, by (B) the sum of the number of Shares purchased by Xxxxxxxxx, Xxxxxx & Xxxxxxxx Securities Corporation and each such Underwriter on the Closing Date and any Option Closing Date (as defined below in Section 4). The Company Fund hereby agrees that, without the prior written consent of Mxxxxx Sxxxxxx on behalf of the Underwriters, it will not, during the period ending 180 days after the date of the Prospectus, not to (1i) 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 or exercisable or exchangeable for Common Stock Shares or (2ii) enter into any swap or other arrangement that transfers to another, in whole all or in part, any a portion of the economic consequences of associated with the ownership of the any Common Stock, Shares (regardless of whether any such transaction of the transactions described in clause (1i) or (2ii) above is to be settled by the delivery of Common Stock Shares, or such other securities, in cash or otherwise or (3) file any registration statement with the Commission relating otherwise), except to the offering of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, except for registration statements on Form S-8 (or equivalent forms). The restrictions contained in the preceding paragraph shall not apply to (a) the Shares to be sold hereunder, (b) the issuance by the Company of restricted shares of Common Stock or options to acquire Common Stock Underwriters pursuant to the Company’s employee benefit plans, stock option plans this Agreement or other employee compensation plans as described in the Prospectus, including the Fund's Automatic Divided Reinvestment Plan (c) the issuance by the Company "Plan"), for a period of shares of Common Stock upon the exercise of an option that was issued pursuant to the Company’s employee benefit plans, stock option plans or other employee compensation plans described in the Prospectus, (d) the issuance by the Company of shares of Common Stock upon exercise of a warrant or the conversion of a security outstanding on 180 days after the date hereof that has been disclosed in the Prospectus or of which the Underwriters have been advised in writing, or (e) the issuance by the Company of up to an aggregate of three hundred thousand (300,000) shares of Common Stock (or securities convertible into or exercisable or exchangeable for Common Stock) in connection with acquisitions or other business combinations, strategic alliances or similar relationships, including, without limitation, relationships with original equipment manufacturers, distributors, resellers and suppliers; provided that such recipient shall sign and deliver a lock-up agreement in the form attached hereto as Exhibit A. Notwithstanding the foregoing, if (1) during the last 17 days of the 180-day restricted period Underwriting Agreement without the Company issues an earnings release or material news or a material event relating to the Company occurs; or (2) prior to the expiration written consent of the 180-day restricted periodXxxxxxxxx, 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 the preceding paragraph 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 Mxxxxx Sxxxxxx of any earnings release, news or event that may give rise to an extension of the initial 180-day restricted periodXxxxxx & Xxxxxxxx Securities Corporation.

Agreements to Sell and Purchase. Each Seller, severally and not jointly, 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 such Seller at $___a share (the “Purchase Price”) Company 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 respective numbers of Firm Shares set forth in Schedule II I hereto opposite its name at $24.10 a share (the name of such Underwriter bears to the total number of Firm Shares"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 the right to purchase, severally and not jointly, up to 865,000 315,000 Additional Shares at the Purchase Price. You may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice of each election to exercise the option not later than 30 days after the date of this Agreement. 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. Each purchase date must be at least one two business day days after the written notice is given and may not be 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 5 4 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. On each day, if any, that Additional Shares are to be purchased (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 II 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 Mxxxxx Sxxxxxx Xxxxxx Xxxxxxx & Co. Incorporated on behalf of the Underwriters, it will not, during the period ending 180 90 days after the date of the Prospectus, (1i) 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 or exercisable or exchangeable for Common Stock Shares or (2ii) 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 StockShares, whether any such transaction described in clause (1i) or (2ii) above is to be settled by delivery of Common Stock Shares 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, except for registration statements on Form S-8 (or equivalent forms)otherwise. The restrictions contained in the preceding paragraph foregoing sentence shall not apply to (aA) the Shares to be sold hereunder, (bB) the issuance by the Company of restricted shares of Common Stock or options to acquire Common Stock pursuant to the Company’s employee benefit plans, stock option plans or other employee compensation plans described in the Prospectus, (c) the issuance by the Company of shares of Common Stock Shares upon the exercise of an option that was issued pursuant to the Company’s employee benefit plans, stock option plans or other employee compensation plans described in the Prospectus, (d) the issuance by the Company of shares of Common Stock upon exercise of a warrant or the conversion of a security outstanding on the date hereof that has been disclosed which are described in the Prospectus Prospectus, (C) the grant of options to purchase Common Shares pursuant to the Company's, the Operating Partnership's and the Service Companies' existing employee, trustee or of which the Underwriters have been advised in writing, director benefit plans or (eD) the issuance by the Company of up to an aggregate of three hundred thousand (300,000) shares of Common Stock (or securities convertible into or exercisable or exchangeable for Common Stock) Units in connection with acquisitions the acquisition of property, directly or other business combinationsindirectly, strategic alliances or similar relationshipsby the Operating Partnership, including, without limitation, relationships with original equipment manufacturers, distributors, resellers and suppliers; notice of which shall be provided that such recipient shall sign and deliver a lock-up agreement in the form attached hereto as Exhibit A. 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 the preceding paragraph 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 Underwriters promptly notify Mxxxxx Sxxxxxx of following any earnings release, news or event that may give rise to an extension of the initial 180-day restricted periodsuch issuance.

Agreements to Sell and Purchase. 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 [ ] per 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 Additional Shares, and the Underwriters shall have the right to purchase, severally and not jointly, up to 865,000 [ ] Additional Shares at the Purchase Price. You may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice not later than 30 days after the date of this Agreement. 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. Each purchase date must be at least one business day after the written notice is given and may not be 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 5 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. On each day, if any, that Additional Shares are to be purchased (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 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 Mxxxxx Sxxxxxx Xxxxxx Xxxxxxx, Citigroup Global Markets Inc. and X.X. Xxxxxx Securities Inc. on behalf of the Underwriters, it will not, during the period ending 180 days after the date of the Prospectus, (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 Shares or any securities convertible into or exercisable or exchangeable for Common Stock Shares 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 StockShares, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock Shares 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 Shares or any securities convertible into or exercisable or exchangeable for Common StockShares, except for registration statements on Form S-8 (or equivalent forms). The restrictions contained in the preceding paragraph shall not apply to (a) the Shares to be sold hereunder, (b) the issuance by the Company of restricted shares of Common Stock Shares or options to acquire Common Stock Shares pursuant to the Company’s employee benefit plans, stock share option plans or other employee compensation plans described in the Time of Sale Prospectus, (c) the issuance by the Company of shares of Common Stock Shares upon the exercise of an option that was issued pursuant to the Company’s employee benefit plans, stock option plans plans, or other employee compensation company plans described in the Time of Sale Prospectus, (d) the issuance by the Company of shares of Common Stock Shares upon the exercise of a an option or warrant or the conversion of a security outstanding on the date hereof that has been disclosed in the Prospectus or of which the Underwriters have been advised in writing, or (e) the issuance by the Company of up to an aggregate of three hundred thousand (300,000) shares of Common Stock Shares (or securities convertible into or exercisable or exchangeable for Common Stock) Shares), up to an aggregate of 15% of the total Common Shares outstanding at the date hereof, in connection with acquisitions or other business combinations, strategic alliances or similar relationships, including, without limitation, relationships with original equipment manufacturers, distributors, resellers and suppliers; provided that such recipient shall sign and deliver a lock-up agreement in the form attached hereto case of any transfer or distribution pursuant to clause (e) (i) each donee or distributee shall enter into a written agreement accepting the restrictions set forth in the preceding paragraph and this paragraph as Exhibit A. if it were a Selling Shareholder and (ii) no filing under Section 16(a) of the Exchange Act, reporting a reduction in beneficial ownership of Common Shares, shall be required or shall be voluntarily made in respect of the transfer or distribution during the 180-day restricted period. 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 the preceding paragraph 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 Mxxxxx Sxxxxxx Xxxxxx Xxxxxxx, Citigroup Global Markets Inc. and X.X. Xxxxxx Securities Inc. 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. 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 “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 Additional Shares, and the Underwriters shall have the right to purchase, severally and not jointly, up to 865,000 [ ] Additional Shares at the Purchase Price. You may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice not later than 30 days after the date of this Agreement. 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. Each purchase date must be at least one business day after the written notice is given and may not be 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 5 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. On each day, if any, that Additional Shares are to be purchased (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 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 Mxxxxx Sxxxxxx Xxxxxx Xxxxxxx on behalf of the Underwriters, it will not, during the period ending 180 days after the date of the Prospectus, (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 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, except for registration statements on Form S-8 (or equivalent forms). The restrictions contained in the preceding paragraph shall not apply to (a) the Shares to be sold hereunder, (b) the issuance by the Company of restricted shares of Common Stock or options to acquire Common Stock pursuant to the Company’s employee benefit plans, stock option plans or other employee compensation plans described in the Prospectus, (c) the issuance by the Company of shares of Common Stock upon the exercise of an option that was issued pursuant to the Company’s employee benefit plans, stock option plans or other employee compensation plans described in the Prospectus, (d) the issuance by the Company of shares of Common Stock upon exercise of a warrant or the conversion of a security outstanding on the date hereof that has been disclosed in the Prospectus or of which the Underwriters have been advised in writing, (c) grants of employee stock options or other awards pursuant to the terms of any plan in effect on the date hereof or, if not currently in effect, described in the Registration Statement, (d) the filing of any registration statement on Form S-8 (or equivalent forms) covering common stock of the Company issuable under stock options or other awards granted in accordance with any plan in effect on the date hereof, or (e) the issuance by the Company of up Common Stock in connection with the acquisition or merger by the Company with or into any other company or an acquisition of assets (provided that the amount of Common Stock issued in connection with any such transaction does not in the aggregate exceed 10% of our total Common Stock outstanding immediately following the completion of this offering); provided that in the case of any issuance pursuant to an aggregate clause (e), (i) each distributee shall enter into a written agreement substantially in the form of three hundred thousand Exhibit A as if it were a Selling Shareholder and (300,000ii) 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 in respect of the transfer or distribution during the 180 day restricted period. In addition, each Selling Shareholder, agrees that, without the prior written consent of Xxxxxx Xxxxxxx on behalf of the Underwriters, it will not, during the period ending 180 days after the date of the Prospectus, make any demand for, or exercise any right with respect to, the registration of any shares of Common Stock (or securities any security convertible into or exercisable or exchangeable for Common Stock) . Each Selling Shareholder 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 Shareholder except in connection compliance with acquisitions or other business combinations, strategic alliances or similar relationships, including, without limitation, relationships with original equipment manufacturers, distributors, resellers and suppliers; provided that such recipient shall sign and deliver a lock-up agreement in the form attached hereto as Exhibit A. foregoing restrictions. 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 the preceding paragraph 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 Mxxxxx Sxxxxxx Xxxxxx Xxxxxxx 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. Each Seller, severally and not jointly, 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 such Seller the Company the respective numbers of Firm Shares set forth in Schedule I hereto opposite its name at $___44.916 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 Additional Shares, and the Underwriters shall have the right to purchase, severally and not jointly, up to 865,000 322,500 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. You Xxxxxx Xxxxxxx & Co. LLC may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice of each election to exercise the option not later than 30 days after the date of this Agreement. 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. Each purchase date must be at least one business day after the written notice is given and may not be 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 5 4 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. On each day, if any, that Additional Shares are to be purchased (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 II 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 Mxxxxx Sxxxxxx on behalf of the Underwriters, it will not, during the period ending 180 days after the date of the Prospectus, (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 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, except for registration statements on Form S-8 (or equivalent forms). The restrictions contained in the preceding paragraph shall not apply to (a) the Shares to be sold hereunder, (b) the issuance by the Company of restricted shares of Common Stock or options to acquire Common Stock pursuant to the Company’s employee benefit plans, stock option plans or other employee compensation plans described in the Prospectus, (c) the issuance by the Company of shares of Common Stock upon the exercise of an option that was issued pursuant to the Company’s employee benefit plans, stock option plans or other employee compensation plans described in the Prospectus, (d) the issuance by the Company of shares of Common Stock upon exercise of a warrant or the conversion of a security outstanding on the date hereof that has been disclosed in the Prospectus or of which the Underwriters have been advised in writing, or (e) the issuance by the Company of up to an aggregate of three hundred thousand (300,000) shares of Common Stock (or securities convertible into or exercisable or exchangeable for Common Stock) in connection with acquisitions or other business combinations, strategic alliances or similar relationships, including, without limitation, relationships with original equipment manufacturers, distributors, resellers and suppliers; provided that such recipient shall sign and deliver a lock-up agreement in the form attached hereto as Exhibit A. 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 the preceding paragraph 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 Mxxxxx Sxxxxxx 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. Each Seller, severally and not jointly, 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 such Seller the Company the respective principal amounts of Firm Notes set forth in Schedule I hereto opposite its name at $___a share [ ] per Note (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 Additional SharesNotes, and the Underwriters shall have the right to purchase, severally and not jointly, up to 865,000 $[ ] Additional Shares Notes at the Purchase Price. You B. Xxxxx may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice not later than 30 days after the date of this Agreement. Any exercise notice shall specify the number of Additional Shares Notes to be purchased by the Underwriters and the date on which such shares Additional Notes are to be purchased. Each purchase date must be at least one business day after the written notice is given and may not be earlier than the closing date Closing Date (as later defined) for the Firm Shares nor Notes or later than ten business days after the date of such notice. Additional Shares Notes may be purchased as provided in Section 5 4 hereof solely for the purpose of covering over-allotments made sales of Notes in connection with excess of the offering number of the Firm SharesNotes. On each day, if any, that Additional Shares Notes are to be purchased (an “Option Additional 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) Notes that bears the same proportion to the total number of Additional Shares Notes to be purchased on such Option Additional Closing Date as the number of Firm Shares Notes set forth in Schedule II 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 Mxxxxx Sxxxxxx on behalf of the Underwriters, it will not, during the period ending 180 days after the date of the Prospectus, (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 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, except for registration statements on Form S-8 (or equivalent forms). The restrictions contained in the preceding paragraph shall not apply to (a) the Shares to be sold hereunder, (b) the issuance by the Company of restricted shares of Common Stock or options to acquire Common Stock pursuant to the Company’s employee benefit plans, stock option plans or other employee compensation plans described in the Prospectus, (c) the issuance by the Company of shares of Common Stock upon the exercise of an option that was issued pursuant to the Company’s employee benefit plans, stock option plans or other employee compensation plans described in the Prospectus, (d) the issuance by the Company of shares of Common Stock upon exercise of a warrant or the conversion of a security outstanding on the date hereof that has been disclosed in the Prospectus or of which the Underwriters have been advised in writing, or (e) the issuance by the Company of up to an aggregate of three hundred thousand (300,000) shares of Common Stock (or securities convertible into or exercisable or exchangeable for Common Stock) in connection with acquisitions or other business combinations, strategic alliances or similar relationships, including, without limitation, relationships with original equipment manufacturers, distributors, resellers and suppliers; provided that such recipient shall sign and deliver a lock-up agreement in the form attached hereto as Exhibit A. 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 the preceding paragraph 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 Mxxxxx Sxxxxxx of any earnings release, news or event that may give rise to an extension of the initial 180-day restricted periodNotes.

Agreements to Sell and Purchase. 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 “Purchase Price”"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 Selling Shareholders agree to sell to the Underwriters the Additional Shares, and the Underwriters shall have the a one-time right to purchase, severally and not jointly, up to 865,000 _______________ Additional Shares at the Purchase Price. You may exercise this right If you, on behalf of the Underwriters Underwriters, elect to exercise such option, you shall so notify the Selling Shareholders in whole or from time to time in part by giving written notice writing not later than 30 days after the date of this Agreement. Any exercise , 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. Each purchase Such date must may be at least one business day after the written notice is given and may same as the Closing Date (as defined below) but not be earlier than the closing date for the Firm Shares Closing Date nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 5 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. On each day, if any, that If any Additional Shares are to be purchased (an “Option Closing Date”)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 Option Closing Date 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. The Company Each Seller hereby agrees that, without the prior written consent of Mxxxxx Sxxxxxx Xxxxxx Xxxxxxx & Co. Incorporated on behalf of the Underwriters, it will not, during the period ending 180 days after the date of the Prospectus, (1i) 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 (2ii) 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 (1i) or (2ii) above is to be settled by delivery 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, except for registration statements on Form S-8 (or equivalent forms)otherwise. The restrictions contained in the preceding paragraph foregoing sentence shall not apply to (aA) the Shares to be sold hereunder, (b) the issuance by the Company of restricted shares of Common Stock or options to acquire Common Stock pursuant to the Company’s employee benefit plans, stock option plans or other employee compensation plans described in the Prospectus, (cB) the issuance by the Company of shares of Common Stock upon the exercise of an option that was issued pursuant to the Company’s employee benefit plans, stock option plans or other employee compensation plans described in the Prospectus, (d) the issuance by the Company of shares of Common Stock upon exercise of a warrant or the conversion of a security outstanding on the date hereof that has been disclosed in the Prospectus or of which the Underwriters have been advised in writing, writing or (eC) the issuance transactions by any person other than the Company of up relating to an aggregate of three hundred thousand (300,000) shares of Common Stock (or other securities acquired in open market transactions after the completion of the offering of the Shares. In addition, each Selling Shareholder, agrees that, without the prior written consent of Xxxxxx Xxxxxxx & Co. Incorporated on behalf of the Underwriters, it will not, during the period ending 180 days after the date 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) in connection with acquisitions or other business combinations, strategic alliances or similar relationships, including, without limitation, relationships with original equipment manufacturers, distributors, resellers and suppliers; provided that such recipient shall sign and deliver a lock-up agreement in the form attached hereto as Exhibit A. 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 the preceding paragraph 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 Mxxxxx Sxxxxxx 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. 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 “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 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 agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have the right to purchase, severally and not jointly, up to 865,000 [•] Additional Shares at the Purchase Price. You may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice not later than 30 days after the date of this Agreement. 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. Each purchase date must be at least one business day after the written notice is given and may not be 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 5 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. On each day, if any, that Additional Shares are to be purchased (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 II 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 Mxxxxx Sxxxxxx Xxxxxx Xxxxxxx & Co. Incorporated (“Xxxxxx Xxxxxxx”) and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated (“Xxxxxxx Xxxxx”) on behalf of the Underwriters, it will not, during the period ending 180 days after the date of the Prospectus, (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 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, except for registration statements on Form S-8 (or equivalent forms). The restrictions contained in the preceding paragraph shall not apply to (a) the Shares to be sold hereunder, (b) the issuance by the Company of restricted shares of Common Stock upon the exercise of an option or options to acquire Common Stock pursuant to the Company’s employee benefit plans, stock option plans or other employee compensation plans described in the Prospectuswarrant, (c) the issuance by the Company of options to purchase Common Stock or the issuance of shares of restricted Common Stock upon the exercise of an Stock, each under existing stock option that was issued pursuant to the Company’s employee benefit plans, stock option plans or other employee compensation plans described in the Prospectus, (d) the issuance by the Company of shares of Common Stock upon exercise of a warrant conversion or the conversion exchange of a security outstanding on the date hereof that has been disclosed which is described in the Registration Statement, the Time of Sale Prospectus or of which the Underwriters have been advised in writing, or (e) the issuance by the Company of up to an aggregate of three hundred thousand (300,000) shares of Common Stock (or securities convertible into or exercisable or exchangeable for Common Stock) in connection with acquisitions or other business combinations, strategic alliances or similar relationships, including, without limitation, relationships with original equipment manufacturers, distributors, resellers and suppliers; provided that such recipient shall sign and deliver a lock-up agreement in the form attached hereto as Exhibit A. Prospectus. Notwithstanding the foregoing, if (1) during the last 17 days of the 180-180 day restricted period the Company issues an earnings release or material news or a material event relating to the Company occursis publicly announced; or (2) prior to the expiration of the 180-180 day restricted period, the Company announces that it will release earnings results during the 16-16 day period beginning on the last day of the 180-180 day period, the restrictions imposed by the preceding paragraph this agreement shall continue to apply until the expiration of the 18-18 day period beginning on the issuance of the earnings release or the occurrence announcement of the material news or material event. The Company shall promptly notify Mxxxxx Sxxxxxx Xxxxxx Xxxxxxx and Xxxxxxx Xxxxx of any earnings release, news or event that may give rise to an extension of the initial 180-180 day restricted period.

Agreements to Sell and Purchase. 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 “"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 issue and sell to the Underwriters the Additional Shares, and the Underwriters shall have the a one-time right to purchase, severally and not jointly, up to 865,000 1,245,000 Additional Shares at the Purchase Price. You may exercise this right If you, on behalf of the Underwriters Underwriters, elect to exercise such option, you shall so notify the Company in whole or from time to time in part by giving written notice writing not later than 30 days after the date of this Agreement. Any exercise , 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. Each purchase Such date must may be at least one business day after the written notice is given and may same as the Closing Date (as defined below) but not be earlier than the closing date for the Firm Shares Closing Date nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 5 4 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. On each day, if any, that If any Additional Shares are to be purchased (an “Option Closing Date”)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 Option Closing Date 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. The Company hereby agrees that, without the prior written consent of Mxxxxx Sxxxxxx Xxxxxx Xxxxxxx & Co. Incorporated on behalf of the Underwriters, it will not, during the period ending 180 90 days after the date of the Prospectus, (1i) 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 (2ii) 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 (1i) or (2ii) above is to be settled by delivery 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, except for registration statements on Form S-8 (or equivalent forms)otherwise. The restrictions contained in the preceding paragraph foregoing sentence shall not apply to (aA) the Shares to be sold hereunder, (b) the issuance by the Company of restricted shares of Common Stock or options to acquire Common Stock pursuant to the Company’s employee benefit plans, stock option plans or other employee compensation plans described in the Prospectus, (cB) the issuance by the Company of shares of Common Stock upon the exercise of an option that was issued pursuant to the Company’s employee benefit plans, stock option plans or other employee compensation plans described in the Prospectus, (d) the issuance by the Company of shares of Common Stock upon exercise of a warrant or the conversion of a security outstanding on the date hereof that has been disclosed in the Prospectus or of which the Underwriters have been advised in writing, or which is described in the Prospectus, (eC) the grant of options to purchase Common Stock pursuant to the Company's 1999 Stock Incentive Plan, (D) the issuance by the Company of up to an aggregate of three hundred thousand (300,000) shares of Common Stock pursuant to the Company's 1999 Employee Stock Purchase Plan, (E) the issuance by the Company of shares of Common Stock issuable under the Registration Statement on Form S-1, file no. 333-80419 and (F) warrants issued to real estate industry participants in consideration of listings. 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 the date of the Prospectus, initiate any demand for the registration of any shares of Common Stock or securities any security convertible into or exercisable or exchangeable for Common Stock) in connection with acquisitions or other business combinations, strategic alliances or similar relationships, including, without limitation, relationships with original equipment manufacturers, distributors, resellers and suppliers; provided that such recipient shall sign and deliver a lock-up agreement in the form attached hereto as Exhibit A. 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 the preceding paragraph 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 Mxxxxx Sxxxxxx 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. Each Seller, severally and not jointly, 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 such Seller the Company the respective numbers of Firm Shares set forth in Schedule I hereto opposite its name at $___10.4477 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 Additional Shares, and the Underwriters shall have the right to purchase, severally and not jointly, up to 865,000 1,875,000 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. You may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice not later than 30 days after the date of this Agreement. 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. Each Unless otherwise agreed to by the Company, each purchase date must be at least one two business day days after the written notice is given and may not be earlier than the closing date Closing Date for the Firm Shares nor or later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 5 4 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. On each day, if any, that Additional Shares are to be purchased (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 II 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 Mxxxxx Sxxxxxx on behalf of the Underwriters, it will not, during the period ending 180 days after the date of the Prospectus, (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 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, except for registration statements on Form S-8 (or equivalent forms). The restrictions contained in the preceding paragraph shall not apply to (a) the Shares to be sold hereunder, (b) the issuance by the Company of restricted shares of Common Stock or options to acquire Common Stock pursuant to the Company’s employee benefit plans, stock option plans or other employee compensation plans described in the Prospectus, (c) the issuance by the Company of shares of Common Stock upon the exercise of an option that was issued pursuant to the Company’s employee benefit plans, stock option plans or other employee compensation plans described in the Prospectus, (d) the issuance by the Company of shares of Common Stock upon exercise of a warrant or the conversion of a security outstanding on the date hereof that has been disclosed in the Prospectus or of which the Underwriters have been advised in writing, or (e) the issuance by the Company of up to an aggregate of three hundred thousand (300,000) shares of Common Stock (or securities convertible into or exercisable or exchangeable for Common Stock) in connection with acquisitions or other business combinations, strategic alliances or similar relationships, including, without limitation, relationships with original equipment manufacturers, distributors, resellers and suppliers; provided that such recipient shall sign and deliver a lock-up agreement in the form attached hereto as Exhibit A. 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 the preceding paragraph 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 Mxxxxx Sxxxxxx 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. Each Seller, severally and not jointly, The 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 such Seller the Fund the respective numbers 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) 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 Fund agrees to sell to the Underwriters the Additional Shares, Shares and the Underwriters shall have the right to purchase, severally and not jointly, up to 865,000 [·] Additional Shares at the Purchase Price. You The Representative may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice to the Fund not later than 30 thirty (30) days after the date of this Agreement. 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. Each purchase date must be at least one business day after the written notice is given and may not be earlier than the closing date for the Firm Shares nor not later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 5 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. On each dayOption Closing Date, if any, that Additional Shares are to be purchased (an “Option Closing Date”)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 on such Option Closing Date as the number of Firm Shares set forth in Schedule II 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 Mxxxxx Sxxxxxx the Representative on behalf of the Underwriters, it will not, during the period ending 180 45 days after the date of the ProspectusProspectus Supplement, (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 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, except for registration statements on Form S-8 (or equivalent forms). The restrictions contained in the preceding paragraph shall not apply to (a) the Shares to be sold hereunder, (b) the issuance by the Company of restricted shares of Common Stock or options to acquire Common Stock pursuant to the Company’s employee benefit plans, stock option plans or other employee compensation plans described in the Prospectus, (c) the issuance by the Company of shares of Common Stock upon the exercise of an option that was issued pursuant to the Company’s employee benefit plans, stock option plans or other employee compensation plans described in the Prospectus, (d) the issuance by the Company of shares of Common Stock upon exercise of a warrant or the conversion of a security outstanding on the date hereof that has been disclosed in the Prospectus or of which the Underwriters have been advised in writing, or (e) the issuance by the Company of up to an aggregate of three hundred thousand (300,000) shares of Common Stock (or securities convertible into or exercisable or exchangeable for Common Stock) in connection with acquisitions or other business combinations, strategic alliances or similar relationships, including, without limitation, relationships with original equipment manufacturers, distributors, resellers and suppliers; provided that such recipient shall sign and deliver a lock-up agreement in the form attached hereto as Exhibit A. Notwithstanding the foregoing, if (1) during the last 17 days of the 18045-day restricted period period, the Company Fund issues an earnings release or material news or a material event relating to the Company Fund occurs; or (2) prior to the expiration of the 18045-day restricted period, the Company Fund announces that it will release earnings results during the 16-day period beginning on following the last day of the 18045-day restricted period, then in each case the restrictions imposed by the preceding paragraph this Agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance date of the release of the earnings release results or the occurrence of the material news or a material eventevent relating to the Fund, as the case may be, unless the Representative waives, in writing, such extension. The Company agreements contained in this paragraph shall promptly notify Mxxxxx Sxxxxxx of not apply to the Shares to be sold hereunder or any earnings release, news or event that may give rise Common Stock issued pursuant to an extension of the initial 180-day restricted periodPlan.

Agreements to Sell and Purchase. 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 price of $___a _ per 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 Additional Shares, and the Underwriters shall have the right to purchase, severally and not jointly, up to 865,000 ___ Additional Shares at the Purchase Price. You may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice not later than 30 days after the date of this Agreement. 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. Each purchase date must be at least one business day after the written notice is given and may not be 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 5 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. On each day, if any, that Additional Shares are to be purchased (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 reasonably 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 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 Mxxxxx Sxxxxxx on behalf of the Underwriters, it will not, during the period ending 180 days after the date of the Prospectus, (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 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, except for registration statements on Form S-8 (or equivalent forms). The restrictions contained in the preceding paragraph shall not apply to (a) the Shares to be sold hereunder, (b) the issuance by the Company of restricted shares of Common Stock or options to acquire Common Stock pursuant to the Company’s employee benefit plans, stock option plans or other employee compensation plans described in the Prospectus, (c) the issuance by the Company of shares of Common Stock upon the exercise of an option that was issued pursuant to the Company’s employee benefit plans, stock option plans or other employee compensation plans described in the Prospectus, (d) the issuance by the Company of shares of Common Stock upon exercise of a warrant or the conversion of a security outstanding on the date hereof that has been disclosed in the Prospectus or of which the Underwriters have been advised in writing, or (ec) the issuance transactions by the Company of up a Selling Stockholder relating to an aggregate of three hundred thousand (300,000) shares of Common Stock or other securities acquired in open market transactions after the completion of the offering of the Shares, provided that no filing under Section 16(a) of the Exchange Act shall be required or shall be voluntarily made in connection with subsequent sales of Common Stock or other securities acquired in such open market transactions, (d) transfers by a Selling Stockholder of shares of Common Stock or any security convertible into Common Stock as a bona fide gift, (e) distributions by a Selling Stockholder of shares of Common Stock or any security convertible into Common Stock to limited partners or stockholders of the Selling Stockholder; provided that in the case of any transfer or distribution pursuant to clause (d) or (e), (i) each donee or distributee shall enter into a written agreement accepting the restrictions set forth in the preceding paragraph and this paragraph as if it were a Selling Stockholder and (ii) 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 in respect of the transfer or distribution during the 180-day restricted period, (f) the issuance of shares of, or options to purchase shares of, Common Stock, to employees, officers, directors, advisors or consultants of the Company pursuant to employee benefit plans disclosed in the Prospectus, provided that prior to the issuance of any such shares or options that vest during the 180-day period following the date of the Prospectus, the Company shall cause each recipient of such shares or options to execute and deliver to you a “lock-up” agreement substantially in the form of Exhibit A hereto, (g) the filing of a registration statement on Form S-8, (h) the issuance of securities in connection with the acquisition by the Company or any of its subsidiaries of the securities, businesses, property or other assets of another person or entity or pursuant to any employee benefit plan assumed by the Company in connection with any such acquisition, or (i) the issuance of securities in connection with joint ventures, commercial relationships or other strategic transactions; provided that, in the case of clauses (h) and (i), the aggregate number of shares issued in all such acquisitions and transactions does not exceed ___shares of the Common Stock and prior to any issuance the Company shall cause each recipient of such securities to execute and deliver to you a “lock-up” agreement substantially in the form of Exhibit A hereto. In addition, each Selling Stockholder, agrees that, without the prior written consent of Mxxxxx Sxxxxxx on behalf of the Underwriters, it will not, during the period ending 180 days after the date 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) . 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 connection compliance with acquisitions or other business combinations, strategic alliances or similar relationships, including, without limitation, relationships with original equipment manufacturers, distributors, resellers and suppliers; provided that such recipient shall sign and deliver a lock-up agreement in the form attached hereto as Exhibit A. foregoing restrictions. 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 the preceding paragraph this agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release 12 or the occurrence of the material news or material event. The Company shall promptly notify Mxxxxx Sxxxxxx 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. Each Seller, severally and not jointly, 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 such Seller the Company the respective numbers of Firm Shares set forth in Schedule I hereto opposite its name at $___53.7985 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 Additional Shares, and the Underwriters shall have the right to purchase, severally and not jointly, up to 865,000 412,500 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. You Xxxxxxx, Xxxxx & Co. may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice of each election to exercise the option not later than 30 days after the date of this Agreement. 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. Each purchase date must be at least one business day after the written notice is given and may not be 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 5 4 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. On each day, if any, that Additional Shares are to be purchased (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 II 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 Mxxxxx Sxxxxxx on behalf of the Underwriters, it will not, during the period ending 180 days after the date of the Prospectus, (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 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, except for registration statements on Form S-8 (or equivalent forms). The restrictions contained in the preceding paragraph shall not apply to (a) the Shares to be sold hereunder, (b) the issuance by the Company of restricted shares of Common Stock or options to acquire Common Stock pursuant to the Company’s employee benefit plans, stock option plans or other employee compensation plans described in the Prospectus, (c) the issuance by the Company of shares of Common Stock upon the exercise of an option that was issued pursuant to the Company’s employee benefit plans, stock option plans or other employee compensation plans described in the Prospectus, (d) the issuance by the Company of shares of Common Stock upon exercise of a warrant or the conversion of a security outstanding on the date hereof that has been disclosed in the Prospectus or of which the Underwriters have been advised in writing, or (e) the issuance by the Company of up to an aggregate of three hundred thousand (300,000) shares of Common Stock (or securities convertible into or exercisable or exchangeable for Common Stock) in connection with acquisitions or other business combinations, strategic alliances or similar relationships, including, without limitation, relationships with original equipment manufacturers, distributors, resellers and suppliers; provided that such recipient shall sign and deliver a lock-up agreement in the form attached hereto as Exhibit A. 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 the preceding paragraph 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 Mxxxxx Sxxxxxx 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. Each Seller, severally and not jointly, 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 such Seller the Company at $US$___a share ____________ per ADS (the “Purchase Price”) the number of Firm Shares ADSs (subject to such adjustments to eliminate fractional shares as you the Representatives may determine) that bears the same proportion to the number of Firm Shares ADSs to be sold by such Seller the Company as the number of Firm Shares ADSs set forth in Schedule II I hereto opposite the name of such Underwriter bears to the total number of Firm SharesADSs. 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 the right to purchase, severally and not jointly, up to 865,000 _______________ Additional Shares ADSs at the Purchase Price. You The Representatives may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice not later than 30 days after the date of this Agreement. 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. Each purchase date must be at least one two business day days after the written notice is given and may not be earlier than the closing date for the Firm Shares ADSs nor later than ten five business days after the date of such notice. Additional Shares ADSs may be purchased as provided in Section 5 4 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm SharesADSs. On each day, if any, that Additional Shares ADSs are to be purchased (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 II 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 Mxxxxx Sxxxxxx on behalf of the Underwriters, it will not, during the period ending 180 days after the date of the Prospectus, (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 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, except for registration statements on Form S-8 (or equivalent forms). The restrictions contained in the preceding paragraph shall not apply to (a) the Shares to be sold hereunder, (b) the issuance by the Company of restricted shares of Common Stock or options to acquire Common Stock pursuant to the Company’s employee benefit plans, stock option plans or other employee compensation plans described in the Prospectus, (c) the issuance by the Company of shares of Common Stock upon the exercise of an option that was issued pursuant to the Company’s employee benefit plans, stock option plans or other employee compensation plans described in the Prospectus, (d) the issuance by the Company of shares of Common Stock upon exercise of a warrant or the conversion of a security outstanding on the date hereof that has been disclosed in the Prospectus or of which the Underwriters have been advised in writing, or (e) the issuance by the Company of up to an aggregate of three hundred thousand (300,000) shares of Common Stock (or securities convertible into or exercisable or exchangeable for Common Stock) in connection with acquisitions or other business combinations, strategic alliances or similar relationships, including, without limitation, relationships with original equipment manufacturers, distributors, resellers and suppliers; provided that such recipient shall sign and deliver a lock-up agreement in the form attached hereto as Exhibit A. 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 the preceding paragraph 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 Mxxxxx Sxxxxxx of any earnings release, news or event that may give rise to an extension of the initial 180-day restricted periodADSs.

Agreements to Sell and Purchase. 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 “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 respective numbers of Firm Shares set forth in Schedule II I hereto opposite its name at $[ ] a Share (the name of such Underwriter bears to the total number of Firm Shares“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 the right to purchase, severally and not jointly, up to 865,000 [ ] 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. You may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice not later than 30 days after the date of this Agreement. Any exercise 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. Each purchase date must be at least one business day after the written notice is given and may not be 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 5 6 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. On each day, if any, that Additional Shares are to be purchased (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 II 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 Mxxxxx Sxxxxxx on behalf of the Underwriters, it will not, during the period ending 180 days after the date of the Prospectus, (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 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, except for registration statements on Form S-8 (or equivalent forms). The restrictions contained in the preceding paragraph shall not apply to (a) the Shares to be sold hereunder, (b) the issuance by the Company of restricted shares of Common Stock or options to acquire Common Stock pursuant to the Company’s employee benefit plans, stock option plans or other employee compensation plans described in the Prospectus, (c) the issuance by the Company of shares of Common Stock upon the exercise of an option that was issued pursuant to the Company’s employee benefit plans, stock option plans or other employee compensation plans described in the Prospectus, (d) the issuance by the Company of shares of Common Stock upon exercise of a warrant or the conversion of a security outstanding on the date hereof that has been disclosed in the Prospectus or of which the Underwriters have been advised in writing, or (e) the issuance by the Company of up to an aggregate of three hundred thousand (300,000) shares of Common Stock (or securities convertible into or exercisable or exchangeable for Common Stock) in connection with acquisitions or other business combinations, strategic alliances or similar relationships, including, without limitation, relationships with original equipment manufacturers, distributors, resellers and suppliers; provided that such recipient shall sign and deliver a lock-up agreement in the form attached hereto as Exhibit A. 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 the preceding paragraph 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 Mxxxxx Sxxxxxx 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. 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 “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 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 agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have the right to purchase, severally and not jointly, up to 865,000 Additional Shares at the Purchase Price. You may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice not later than 30 days after the date of this Agreement. 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. Each purchase date must be at least one two business day days after the written notice is given and may not be 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 5 6 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. On each day, if any, that Additional Shares are to be purchased (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 II 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 Mxxxxx Sxxxxxx the Representatives on behalf of the Underwriters, it will not, during the period ending 180 days after the date of the Prospectus, (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 (such shares of Common Stock and such Securities, together the “MHG Co. Securities”) 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 securitiesMHG Co. 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, except for MHG Co. Securities (other than registration statements statement(s) on Form S-8 (or equivalent formsto register securities for issuance pursuant to the Company’s 2006 Omnibus Stock Incentive Plan described in the Time of Sale Prospectus). The restrictions contained in the preceding paragraph shall not apply to (aA) the Shares to be sold hereunder, (b) the issuance by the Company of restricted shares of Common Stock or options to acquire Common Stock pursuant to the Company’s employee benefit plans, stock option plans or other employee compensation plans described in the Prospectus, (cB) the issuance by the Company of shares of Common Stock upon the exercise of an option that was issued pursuant to the Company’s employee benefit plans, stock option plans or other employee compensation plans described in the Prospectus, (d) the issuance by the Company of shares of Common Stock upon exercise of a warrant or the conversion of a security outstanding on the date hereof that has been disclosed in the Prospectus or of which the Underwriters have been advised in writing, or (eC) the issuance by the Company of up to an aggregate MHG Co. Securities under the Company’s 2006 Omnibus Stock Incentive Plan described in the Time of three hundred thousand Sale Prospectus, (300,000D) the issuance by the Company of shares of Common Stock as part of the Formation Transactions, and (or securities convertible into or exercisable or exchangeable for E) the issuance by the Company of shares of Common Stock) in connection with acquisitions , or other business combinationsby the Operating Company of OC Units, strategic alliances as consideration for one or similar relationshipsmore acquisitions, including, without limitation, relationships with original equipment manufacturers, distributors, resellers and suppliers; provided that (i) the aggregate market value of all such recipient shares of Common Stock, including shares of Common Stock issuable upon conversion of any such OC Units, does not exceed 10% of the market capitalization of the Company as of 4:30 p.m. (New York City time) on the Closing Date, and (ii) the recipients of any such shares of Common Stock or OC Units shall sign and deliver enter into a lock-up written agreement agreeing to the restrictions set forth in the form attached hereto as Exhibit A. preceding paragraph and this paragraph. 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 occursrelease; 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 the preceding paragraph 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 eventrelease. The Company shall promptly notify Mxxxxx Sxxxxxx the Representatives of any earnings release, news or event release that may give rise to an extension of the initial 180-day restricted period.

Agreements to Sell and Purchase. 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 $ per 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 respective 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 the right to purchase, severally and not jointly, up to 865,000 2,175,000 Additional Shares at the Purchase Price. You may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice of each election to exercise the option not later than 30 days after the date of this Agreement. Any such 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. Each purchase date must be at least one business day after the written notice is given and may not be earlier than the closing date for the Firm Shares Closing Date (as defined below) nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 5 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. On each day, if any, that Additional Shares are to be purchased (an “Option Closing Date”Date (as defined below), 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 II hereto opposite the name of such Underwriter bears to the total number of Firm Shares. The Company Each of the Sellers (other than the Sponsors (as defined below) who have delivered "lock-up" agreements substantially in the form of Exhibit A hereto), severally and not jointly, hereby agrees that, without the prior written consent of Mxxxxx Sxxxxxx Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated and Xxxxxx Xxxxxxx & Co. Incorporated, on behalf of the Underwriters, it will not, during the period ending 180 days after the date of the Prospectus, (1i) 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 or exercisable or exchangeable for Common Stock Shares or (2ii) 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 or (iii) 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 StockShares, whether any such transaction described in clause (1i), (ii) or (2iii) above is to be settled by delivery of Common Stock Shares 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, except for registration statements on Form S-8 (or equivalent forms)otherwise. The restrictions contained in the preceding paragraph shall not apply to (aA) the Shares to be sold hereunder, (bB) the issuance by the Company of restricted shares of Common Stock or options to acquire Common Stock pursuant to the Company’s employee benefit plans, stock option plans or other employee compensation plans described in the Prospectus, (c) the issuance by the Company of shares of Common Stock Shares upon the exercise of an option that was issued pursuant to the Company’s employee benefit plans, stock option plans or other employee compensation plans described in the Prospectus, (d) the issuance by the Company of shares of Common Stock upon exercise of a warrant or the conversion of a security outstanding on the date hereof that has been disclosed in the Prospectus or of which the Underwriters have been advised in writingwriting or (C) transactions by any person other than the Company relating to Common Shares or other securities acquired in open market transactions after the completion of the offering of the Shares. In addition, each Selling Shareholder, (other than the Sponsors who have delivered "lock-up" agreements substantially in the form of Exhibit A hereto), severally and not jointly, 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, during the period ending 180 days after the date of the Prospectus, make any demand for, or (e) exercise any right with respect to, the issuance by the Company registration of up to an aggregate of three hundred thousand (300,000) shares of any Common Stock (Shares or securities any security convertible into or an exercisable or exchangeable for Common Stock) Shares. The undersigned also agrees and consents to the entry of stop transfer instructions with the Company's transfer agent and registrar against the transfer of the undersigned's Common Shares except in connection compliance with acquisitions or other business combinations, strategic alliances or similar relationships, including, without limitation, relationships with original equipment manufacturers, distributors, resellers and suppliers; provided that such recipient shall sign and deliver a lock-up agreement in the form attached hereto as Exhibit A. foregoing restrictions. 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 the preceding paragraph this letter 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 Mxxxxx Sxxxxxx 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. Each Seller, severally and not jointly, The Company hereby agrees to issue and sell 4,800,000 Shares to the several UnderwritersUnderwriters at a price of $2.8365 per share (the “Purchase Price”), and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter statedherein set forth, agrees, severally and not jointly, to purchase from such Seller the Company at $___a share (the “Purchase Price”) Price the number of Firm Shares (subject to such adjustments to eliminate fractional shares as you the Manager 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 set forth in Schedule I hereto. Moreover, the Company hereby agrees to issue and sell up to 720,000 Additional Shares to the total number of Firm Shares. On Underwriters at the Purchase Price, and the Underwriters, upon the basis of the representations and warranties contained in this Agreementherein, and but subject to its the terms and conditionsconditions herein set forth, the Company agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have the right (but not the obligation) to purchase, severally and not jointly, up to 865,000 all or any portion of the Additional Shares at the Purchase Price. You The Manager may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice not later than 30 days after the date of this Agreement. 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. Each purchase date must be at least one business day after the written notice is given and may not be earlier than the closing date for the Firm Shares nor or later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 5 4 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. On each day, if any, that Additional Shares are to be purchased (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 Manager 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 II 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 Mxxxxx Sxxxxxx on behalf of the Underwriters, it will not, during the period ending 180 days after the date of the Prospectus, (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 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, except for registration statements on Form S-8 (or equivalent forms). The restrictions contained in the preceding paragraph shall not apply to (a) the Shares to be sold hereunder, (b) the issuance by the Company of restricted shares of Common Stock or options to acquire Common Stock pursuant to the Company’s employee benefit plans, stock option plans or other employee compensation plans described in the Prospectus, (c) the issuance by the Company of shares of Common Stock upon the exercise of an option that was issued pursuant to the Company’s employee benefit plans, stock option plans or other employee compensation plans described in the Prospectus, (d) the issuance by the Company of shares of Common Stock upon exercise of a warrant or the conversion of a security outstanding on the date hereof that has been disclosed in the Prospectus or of which the Underwriters have been advised in writing, or (e) the issuance by the Company of up to an aggregate of three hundred thousand (300,000) shares of Common Stock (or securities convertible into or exercisable or exchangeable for Common Stock) in connection with acquisitions or other business combinations, strategic alliances or similar relationships, including, without limitation, relationships with original equipment manufacturers, distributors, resellers and suppliers; provided that such recipient shall sign and deliver a lock-up agreement in the form attached hereto as Exhibit A. 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 the preceding paragraph 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 Mxxxxx Sxxxxxx 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. Each Seller, severally and not jointly, The Company hereby agrees to issue and sell 600,300 Shares to the several UnderwritersUnderwriters at a price of $28.975 per share (the “Purchase Price”), and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the terms and conditions hereinafter statedherein set forth, agrees, severally and not jointly, to purchase from such Seller the Company at $___a share (the “Purchase Price”) Price the number of Firm Shares (subject to such adjustments to eliminate fractional shares as you the Managers 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 set forth in Schedule I hereto. Moreover, the Company hereby agrees to issue and sell up to 90,045 Additional Shares to the total number of Firm Shares. On Underwriters at the Purchase Price, and the Underwriters, upon the basis of the representations and warranties contained in this Agreementherein, and but subject to its the terms and conditionsconditions herein set forth, the Company agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have the right (but not the obligation) to purchase, severally and not jointly, up to 865,000 the Additional Shares at the Purchase Price. You The Managers may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice not later than 30 days after the date of this Agreement. 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. Each purchase date must be at least one business day after the written notice is given and may not be earlier than the closing date for the Firm Shares nor or later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 5 4 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. On each day, if any, that Additional Shares are to be purchased (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 Managers 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 II 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 Mxxxxx Sxxxxxx on behalf of the Underwriters, it will not, during the period ending 180 days after the date of the Prospectus, (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 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, except for registration statements on Form S-8 (or equivalent forms). The restrictions contained in the preceding paragraph shall not apply to (a) the Shares to be sold hereunder, (b) the issuance by the Company of restricted shares of Common Stock or options to acquire Common Stock pursuant to the Company’s employee benefit plans, stock option plans or other employee compensation plans described in the Prospectus, (c) the issuance by the Company of shares of Common Stock upon the exercise of an option that was issued pursuant to the Company’s employee benefit plans, stock option plans or other employee compensation plans described in the Prospectus, (d) the issuance by the Company of shares of Common Stock upon exercise of a warrant or the conversion of a security outstanding on the date hereof that has been disclosed in the Prospectus or of which the Underwriters have been advised in writing, or (e) the issuance by the Company of up to an aggregate of three hundred thousand (300,000) shares of Common Stock (or securities convertible into or exercisable or exchangeable for Common Stock) in connection with acquisitions or other business combinations, strategic alliances or similar relationships, including, without limitation, relationships with original equipment manufacturers, distributors, resellers and suppliers; provided that such recipient shall sign and deliver a lock-up agreement in the form attached hereto as Exhibit A. 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 the preceding paragraph 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 Mxxxxx Sxxxxxx 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. 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 $___18.70 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 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 agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have the right to purchase, severally and not jointly, up to 865,000 2,700,000 Additional Shares at the Purchase Price. You may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice not later than 30 days after the date of this Agreement. 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. Each purchase date must be at least one two business day days after the written notice is given and may not be 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 5 6 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. On each day, if any, that Additional Shares are to be purchased (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 II 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 Mxxxxx Sxxxxxx the Representatives on behalf of the Underwriters, it will not, during the period ending 180 days after the date of the Prospectus, (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 (such shares of Common Stock and such Securities, together the “MHG Co. Securities”) 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 securitiesMHG Co. 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, except for MHG Co. Securities (other than registration statements statement(s) on Form S-8 (or equivalent formsto register securities for issuance pursuant to the Company’s 2006 Omnibus Stock Incentive Plan described in the Time of Sale Prospectus). The restrictions contained in the preceding paragraph shall not apply to (aA) the Shares to be sold hereunder, (b) the issuance by the Company of restricted shares of Common Stock or options to acquire Common Stock pursuant to the Company’s employee benefit plans, stock option plans or other employee compensation plans described in the Prospectus, (cB) the issuance by the Company of shares of Common Stock upon the exercise of an option that was issued pursuant to the Company’s employee benefit plans, stock option plans or other employee compensation plans described in the Prospectus, (d) the issuance by the Company of shares of Common Stock upon exercise of a warrant or the conversion of a security outstanding on the date hereof that has been disclosed in the Prospectus or of which the Underwriters have been advised in writing, or (eC) the issuance by the Company of up to an aggregate MHG Co. Securities under the Company’s 2006 Omnibus Stock Incentive Plan described in the Time of three hundred thousand Sale Prospectus, (300,000D) the issuance by the Company of shares of Common Stock as part of the Formation Transactions, and (or securities convertible into or exercisable or exchangeable for E) the issuance by the Company of shares of Common Stock) in connection with acquisitions , or other business combinationsby the Operating Company of OC Units, strategic alliances as consideration for one or similar relationshipsmore acquisitions, including, without limitation, relationships with original equipment manufacturers, distributors, resellers and suppliers; provided that (i) the aggregate market value of all such recipient shares of Common Stock, including shares of Common Stock issuable upon conversion of any such OC Units, does not exceed 10% of the market capitalization of the Company as of 4:30 p.m. (New York City time) on the Closing Date, and (ii) the recipients of any such shares of Common Stock or OC Units shall sign and deliver enter into a lock-up written agreement agreeing to the restrictions set forth in the form attached hereto as Exhibit A. preceding paragraph and this paragraph. 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 occursrelease; 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 the preceding paragraph 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 eventrelease. The Company shall promptly notify Mxxxxx Sxxxxxx the Representatives of any earnings release, news or event release that may give rise to an extension of the initial 180-day restricted period.

Agreements to Sell and Purchase. 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 “Purchase Price”"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 Additional Shares, and the Underwriters shall have the a one-time right to purchase, severally and not jointly, up to 865,000 375,000. Additional Shares at the Purchase Price. You may exercise this right If you, on behalf of the Underwriters Underwriters, elect to exercise such option, you shall so notify the Company in whole or from time to time in part by giving written notice writing not later than 30 days after the date of this Agreement. Any exercise , 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. Each purchase Such date must may be at least one business day after the written notice is given and may same as the Closing Date (as defined below) but not be earlier than the closing date for the Firm Shares Closing Date nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 5 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. On each day, if any, that If any Additional Shares are to be purchased (an “Option Closing Date”)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 Option Closing Date 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. The Company Each Seller hereby agrees that, without the prior written consent of Mxxxxx Sxxxxxx Morgxx Xxxnxxx & Xo. Incorporated on behalf of the Underwriters, it will not, during the period ending 180 90 days after the date of the Prospectus, (1i) 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 (2ii) 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 (1i) or (2ii) above is to be settled by delivery 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, except for registration statements on Form S-8 (or equivalent forms)otherwise. The restrictions contained in the preceding paragraph foregoing sentence shall not apply to (aA) the Shares to be sold hereunder, (b) the issuance by the Company of restricted shares of Common Stock or options to acquire Common Stock pursuant to the Company’s employee benefit plans, stock option plans or other employee compensation plans described in the Prospectus, (cB) the issuance by the Company of shares of Common Stock upon the exercise of an option that was issued pursuant to the Company’s employee benefit plans, stock option plans or other employee compensation plans described in the Prospectus, (d) the issuance by the Company of shares of Common Stock upon exercise of a warrant or the conversion of a security outstanding on the date hereof that has been disclosed in the Prospectus or of which the Underwriters have been advised in writing, or (e) the issuance by the Company of up to an aggregate of three hundred thousand (300,000) shares of Common Stock (or securities convertible into or exercisable or exchangeable for Common Stock) in connection with acquisitions or other business combinations, strategic alliances or similar relationships, including, without limitation, relationships with original equipment manufacturers, distributors, resellers and suppliers; provided that such recipient shall sign and deliver a lock-up agreement in the form attached hereto as Exhibit A. 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 the preceding paragraph 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 Mxxxxx Sxxxxxx of any earnings release, news or event that may give rise to an extension of the initial 180-day restricted period.exercise

Agreements to Sell and Purchase. 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 “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 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 Selling Shareholder agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have the right to purchase, severally and not jointly, up to 865,000 Additional Shares at the Purchase Price. You may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice of each election to exercise the option not later than 30 days after the date of this Agreement. 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. Each purchase date must be at least one business day after the written notice is given and may not be 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 5 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. On each day, if any, that Additional Shares are to be purchased (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 II 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 Mxxxxx Sxxxxxx & Co. Incorporated (“Mxxxxx Sxxxxxx”) and Sxxxxxx Xxxxx Barney Inc. on behalf of the Underwriters, it will not, during the period ending 180 days after the date of the Prospectus, (1i) 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 (A) Common Stock Shares or any securities convertible into or exercisable or exchangeable for Common Stock Shares, or (2B) any Ordinary Shares, $0.0001 par value per share, Non-Voting Ordinary Shares, $0.0001 par value per share, and/or Preferred Shares, $0.0001 par value per share (the “Share Capital”) of New SAC or any securities convertible into or exercisable or exchangeable for Share Capital 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 the Common StockShares or Share Capital, whether any such transaction described in clause (1i) or (2ii) above is to be settled by delivery of Common Stock Shares, Share Capital 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, except for registration statements on Form S-8 (or equivalent forms)otherwise. The restrictions contained in the preceding paragraph shall not apply to (a) the Shares to be sold hereunder, (b) the issuance by the Company of restricted shares of Common Stock or options to acquire Common Stock pursuant to the Company’s employee benefit plans, stock option plans or other employee compensation plans described in the Prospectus, (c) the issuance by the Company of shares of Common Stock upon the exercise of an option that was issued pursuant to the Company’s employee benefit plans, stock option plans or other employee compensation plans described in the Prospectus, (d) the issuance by the Company of shares of Common Stock upon exercise of a warrant or the conversion of a security outstanding on the date hereof that has been disclosed in the Prospectus or of which the Underwriters have been advised in writing, or (e) the issuance by the Company of up to an aggregate of three hundred thousand (300,000) shares of Common Stock (or securities convertible into or exercisable or exchangeable for Common Stock) in connection with acquisitions or other business combinations, strategic alliances or similar relationships, including, without limitation, relationships with original equipment manufacturers, distributors, resellers and suppliers; provided that such recipient shall sign and deliver a lock-up agreement in the form attached hereto as Exhibit A. 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 the preceding paragraph 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 Mxxxxx Sxxxxxx of any earnings release, news or event that may give rise to an extension of the initial 180-day restricted period.following transactions:

Agreements to Sell and Purchase. 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 “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 Additional Shares, and the Underwriters shall have the right to purchase, severally and not jointly, up to 865,000 1,500,000 Additional Shares at the Purchase Price. You may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice of each election to exercise the option not later than 30 days after the date of this Agreement. 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. Each purchase date must be at least one business day after the written notice is given and may not be 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 5 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. On each day, if any, that Additional Shares are to be purchased (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 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 Mxxxxx Sxxxxxx Xxxxxx Xxxxxxx & Co. Incorporated on behalf of the Underwriters, it will not, during the period ending 180 days after the date of the Prospectus, (1i) 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 (2ii) 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 (1i) or (2ii) above is to be settled by delivery 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, except for registration statements on Form S-8 (or equivalent forms)otherwise. The restrictions contained in the preceding paragraph shall not apply to (aA) the Shares to be sold hereunder, (b) the issuance by the Company of restricted shares of Common Stock or options to acquire Common Stock pursuant to the Company’s employee benefit plans, stock option plans or other employee compensation plans described in the Prospectus, (cB) the issuance by the Company of shares of Common Stock upon the exercise of an option that was issued pursuant to the Company’s employee benefit plans, stock option plans or other employee compensation plans described in the Prospectus, (d) the issuance by the Company of shares of Common Stock upon exercise of a warrant or the conversion of a security outstanding on the date hereof that has been disclosed in the Prospectus or of which the Underwriters have been advised in writing, or (eC) the issuance grant by the Company of up options to an aggregate of three hundred thousand (300,000) purchase shares of Common Stock pursuant to its stock option plans outstanding as of the date of the Prospectus, (D) the sale by the Company of shares of Common Stock pursuant to its 2004 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 the completion of the offering of the Shares. Each Selling Stockholder hereby agrees that, without the prior written consent of Xxxxxx Xxxxxxx & Co. Incorporated on behalf of the Underwriters, it will not, during the period ending 240 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 Common StockStock or (ii) in connection with acquisitions enter into any swap or other business combinationsarrangement that transfers to another, strategic alliances in whole or similar relationshipsin part, includingany of the economic consequences of ownership of the Common Stock, without limitationwhether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, relationships in cash or otherwise. The restrictions with original equipment manufacturersrespect to each Selling Stockholder contained in the preceding paragraph shall not apply to (A) the Shares to be sold hereunder, distributors(B) transactions relating to shares of Common Stock or other securities acquired in open market transactions, resellers and suppliersunless such Selling Stockholder is subject to the reporting requirements under Section 16 of the Exchange Act; (C) transfers of shares of Common Stock or any security convertible into Common Stock by any bona fide gift or gifts, (D) transfers of shares of Common Stock or any security convertible into Common Stock by will or intestate succession to such Selling Stockholder’s spouse or lineal descendants; (E) transfers of shares of Common Stock or any security convertible into Common Stock to partners or stockholders of such Selling Stockholder; or (F) transfers of shares of Common Stock or any security convertible into Common Stock to a trust for the direct or indirect benefit of such Selling Stockholder or the immediate family of such Selling Stockholder, provided that any such transfer shall not involve a disposition for value; provided that such recipient in the case of any transfer or distribution pursuant to clause (C), (D), (E) or (F), (i) each donee or distributee shall sign and deliver a lockLock-up agreement Up Agreement substantially in the form attached hereto as Exhibit A. Notwithstanding of the foregoingLock-Up Agreement signed by such Selling Stockholder and (ii) such Selling Stockholder shall not be required to, if (1and shall not voluntarily, file a report under Section 16(a) of the Exchange Act, reporting a reduction in beneficial ownership of shares of Common Stock 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 16240-day period beginning on after the last day date of the 180-day periodProspectus. 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 240 days after the date of the Prospectus, make any demand for, or exercise any right with respect to, the restrictions imposed by the preceding paragraph 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 Mxxxxx Sxxxxxx registration of any earnings release, news shares of Common Stock or event that may give rise to an extension of the initial 180-day restricted periodany security convertible into or exercisable or exchangeable for Common Stock.

Agreements to Sell and Purchase. 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 “"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 Additional Shares, and the Underwriters shall have the a one-time right to purchase, severally and not jointly, up to 865,000 557,500 Additional Shares at the Purchase Price. You may exercise this right If you, on behalf of the Underwriters Underwriters, elect to exercise such option, you shall so notify the Company in whole or from time to time in part by giving written notice writing not later than 30 days after the date of this Agreement. Any exercise , 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. Each purchase Such date must may be at least one business day after the written notice is given and may same as the Closing Date (as defined below) but not be earlier than the closing date for the Firm Shares Closing Date nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 5 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. On each day, if any, that If any Additional Shares are to be purchased (an “Option Closing Date”)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 Option Closing Date 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. The Company Each Seller hereby agrees that, without the prior written consent of Mxxxxx Sxxxxxx Xxxxxx Xxxxxxx on behalf of the Underwriters, it will not, during the period ending 180 days after the date of the Prospectus, (1i) 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 (2ii) 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 (1i) or (2ii) above is to be settled by delivery 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, except for registration statements on Form S-8 (or equivalent forms)otherwise. The restrictions contained in the preceding paragraph foregoing sentence shall not apply to (aA) the Shares to be sold hereunder, (bB) the issuance by the Company of restricted 269,166 shares of Common Stock or options to acquire Common Stock pursuant to the Company’s employee benefit plansstockholders of Legacy Technology, stock option plans or other employee compensation plans described Inc. ("Legacy") in connection with the Prospectusacquisition of Legacy, (cC) the issuance by the Company of shares of Common Stock upon the exercise of an option that was issued pursuant to the Company’s employee benefit plans, stock option plans or other employee compensation plans described in the Prospectus, (d) the issuance by the Company of shares of Common Stock upon exercise of a warrant or the conversion of a security outstanding on the date hereof that has been disclosed in the Prospectus or of which the Underwriters have been advised in writing, or (eD) the issuance grant by the Company of up (x) options to an aggregate of three hundred thousand (300,000) purchase shares of Common Stock in connection with the acquisition of Legacy and (y) options to employees in the ordinary course of business consistent with past practice, provided that no such option shall become exercisable during the 180- day period, 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 the completion of the offering of the Shares. In addition, the Company agrees that, without the prior written consent of Xxxxxx Xxxxxxx on behalf of the Underwriters, it will not, during the period ending 180 days after the date of the Prospectus, accelerate the vesting of any shares of restricted Common Stock, accelerate the exercisability of any stock option or amend, modify or remove any of the transfer restrictions relating to any stock held by, or contained in any agreements with, its existing stockholders. In addition, each Selling Shareholder, agrees that, without the prior written consent of Xxxxxx Xxxxxxx on behalf of the Underwriters, it will not, during the period ending 180 days after the date 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) in connection with acquisitions or other business combinations, strategic alliances or similar relationships, including, without limitation, relationships with original equipment manufacturers, distributors, resellers and suppliers; provided that such recipient shall sign and deliver a lock-up agreement in the form attached hereto as Exhibit A. 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 the preceding paragraph 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 Mxxxxx Sxxxxxx of any earnings release, news or event that may give rise to an extension of the initial 180-day restricted period.