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

Certain Agreements of the Company and the Selling Shareholder. 5.1 The Company agrees with the several Underwriters that: (a) The Company agrees, until the 15th day after expiration of the Lock-Up Period, to notify the Representatives on or prior to the date on which the Company is no longer an “emerging growth company” as defined in Section 2(a)(19) of the Act; (b) Unless filed pursuant to Rule 462(c) as part of the Additional Registration Statement in accordance with the next sentence, the Company will file the Final Prospectus, in a form approved by the Representatives, with the Commission pursuant to and in accordance with subparagraph (1) (or, if applicable and if consented to by the Representatives, subparagraph (4)) of Rule 424(b) not later than the earlier of (i) the second business day following the execution and delivery of this Agreement or (ii) the fifteenth business day after the Effective Time of the Initial Registration Statement. The Company will advise the Representatives promptly of any such filing pursuant to Rule 424(b) and provide satisfactory evidence to the Representatives of such timely filing. If an Additional Registration Statement is necessary to register a portion of the Offered Securities under the Act but the Effective Time thereof has not occurred as of the execution and delivery of this Agreement, the Company will file the Additional Registration Statement or, if filed, will file a post-effective amendment thereto with the Commission pursuant to and in accordance with Rule 462(b) on or prior to 10:00 P.M., New York City time, on the day following the date of this Agreement or, if earlier, on or prior to the time the Final Prospectus is finalized and distributed to any Underwriter, or will make such filing at such later date as shall have been consented to by the Representatives. (c) The Company will promptly advise the Representatives of any proposal to amend or supplement at any time the Initial Registration Statement, any Additional Registration Statement or any Statutory Prospectus and will not effect such amendment or supplementation without the Representatives’ consent; and the Company will also advise the Representatives promptly of (i) the effectiveness of any Additional Registration Statement (if its Effective Time is subsequent to the execution and delivery of this Agreement), (ii) any amendment or supplementation of a Registration Statement or any Statutory Prospectus, (iii) any request by the Commission or its staff for any amendment to any Registration Statement, for any supplement to any Statutory Prospectus or for any additional information, (iv) the institution by the Commission of any stop order proceedings in respect of a Registration Statement or the threatening of any proceeding for that purpose, and (v) the receipt by the Company of any notification with respect to the suspension of the qualification of the Offered Securities in any jurisdiction or the institution or threatening of any proceedings for such purpose. The Company will use its best efforts to prevent the issuance of any such stop order or the suspension of any such qualification and, if issued, to obtain as soon as possible the withdrawal thereof. (d) If, at any time when a prospectus relating to the Offered Securities is (or but for the exemption in Rule 172 would be) required to be delivered under the Act by any Underwriter or dealer, any event occurs as a result of which the Final Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it is necessary at any time to amend the Registration Statement or supplement the Final Prospectus to comply with the Act, the Company will promptly notify the Representatives of such event and will promptly prepare and file with the Commission and furnish, at its own expense, to the Underwriters and the dealers and any other dealers upon request of the Representatives, an amendment or supplement which will correct such statement or omission or an amendment which will effect such compliance. Neither the Representatives’ consent to, nor the Underwriters’ delivery of, any such amendment or supplement shall constitute a waiver of any of the conditions set forth in Section 7 hereof. (e) As soon as practicable, but not later than the Availability Date (as defined below), the Company will make generally available to its security holders an earnings statement covering a period of at least 12 months beginning after the Effective Time of the Initial Registration Statement (or, if later, the Effective Time of the Additional Registration Statement) which will satisfy the provisions of Section 11(a) of the Act and Rule 158 under the Act. For the purpose of the preceding sentence, “Availability Date” means the 45th day after the end of the fourth fiscal quarter following the fiscal quarter that includes such Effective Time, except that, if such fourth fiscal quarter is the last quarter of the Company’s fiscal year, “Availability Date” means the 120th day after the end of such fourth fiscal quarter.

Certain Agreements of the Company and the Selling Shareholder. 5.1 The Company agrees with the several Underwriters and the Selling Shareholder that: (a) The Company agrees, until If the 15th day after expiration Effective Time of the Lock-Up Period, to notify the Representatives on or Initial Registration Statement is prior to the date on which the Company is no longer an “emerging growth company” as defined in Section 2(a)(19) execution and delivery of the Act; (b) Unless filed pursuant to Rule 462(c) as part of the Additional Registration Statement in accordance with the next sentencethis Agreement, the Company will file the Final Prospectus, in a form approved by the Representatives, Prospectus with the Commission pursuant to and in accordance with subparagraph (1) (or, if applicable and if consented to by the RepresentativesCSFBC, subparagraph (4)) of Rule 424(b) not later than the earlier of (iA) the second business day following the execution and delivery of this Agreement or (iiB) the fifteenth business day after the Effective Time Date of the Initial Registration Statement. The Company will advise the Representatives CSFBC promptly of any such filing pursuant to Rule 424(b) and provide satisfactory evidence ). If the Effective Time of the Initial Registration Statement is prior to the Representatives execution and delivery of such timely filing. If this Agreement and an Additional Registration Statement additional registration statement is necessary to register a portion of the Offered Securities under the Act but the Effective Time thereof has not occurred as of the such execution and delivery of this Agreementdelivery, the Company will file the Additional Registration Statement additional registration statement or, if filed, will file a post-effective amendment thereto with the Commission pursuant to and in accordance with Rule 462(b) on or prior to 10:00 P.M., New York City time, on the day following the date of this Agreement or, if earlier, on or prior to the time the Final Prospectus is finalized printed and distributed to any Underwriter, or will make such filing at such later date as shall have been consented to by the RepresentativesCSFBC. (cb) The Company will advise CSFBC promptly advise the Representatives of any proposal to amend or supplement at the initial or any time additional registration statement as filed or the related prospectus or the Initial Registration Statement, any the Additional Registration Statement (if any) or any Statutory the Prospectus and will not effect such amendment or supplementation without the Representatives’ CSFBC’s consent; and the Company will also advise the Representatives CSFBC promptly of (i) the effectiveness of any Additional each Registration Statement (if its Effective Time is subsequent to the execution and delivery of this Agreement), (ii) and of any amendment or supplementation of a Registration Statement or any Statutory Prospectus, (iii) any request by the Commission or its staff for any amendment to any Registration Statement, for any supplement to any Statutory Prospectus or for any additional information, (iv) and of the institution by the Commission of any stop order proceedings in respect of a Registration Statement or the threatening of any proceeding for that purpose, and (v) the receipt by the Company of any notification with respect to the suspension of the qualification of the Offered Securities in any jurisdiction or the institution or threatening of any proceedings for such purpose. The Company will use its best efforts to prevent the issuance of any such stop order or the suspension of any such qualification and, if issued, and to obtain as soon as possible the withdrawal thereofits lifting, if issued. (dc) If, at any time when a prospectus relating to the Offered Securities is (or but for the exemption in Rule 172 would be) required to be delivered under the Act in connection with sales by any Underwriter or dealer, any event occurs as a result of which the Final Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it is necessary at any time to amend the Registration Statement or supplement the Final Prospectus to comply with the Act, the Company will promptly notify the Representatives CSFBC of such event and will promptly prepare and file with the Commission and furnishCommission, at its own expense, to the Underwriters and the dealers and any other dealers upon request of the Representatives, an amendment or supplement which will correct such statement or omission or an amendment which will effect such compliance. Neither the Representatives’ CSFBC’s consent to, nor the Underwriters’ delivery of, any such amendment or supplement shall constitute a waiver of any of the conditions set forth in Section 7 hereof6. (ed) As soon as practicable, but not later than the Availability Date (as defined below), the Company will make generally available to its security holders securityholders an earnings statement covering a period of at least 12 months beginning after the Effective Time Date of the Initial Registration Statement (or, if later, the Effective Time Date of the Additional Registration Statement) which will satisfy the provisions of Section 11(a) of the Act and Rule 158 under the Act. For the purpose of the preceding sentence, “Availability Date” means the 45th day after the end of the fourth fiscal quarter following the fiscal quarter that includes such Effective TimeDate, except that, if such fourth fiscal quarter is the last quarter of the Company’s fiscal year, “Availability Date” means the 120th 90th day after the end of such fourth fiscal quarter.

Certain Agreements of the Company and the Selling Shareholder. 5.1 (A) The Company agrees with the several Underwriters that it will furnish to counsel for the Underwriters, one signed copy of the registration statement relating to the Registered Securities, including all exhibits, in the form it became effective and of all amendments thereto and that, in connection with each offering of Offered Securities: (a) The Company agrees, until the 15th day after expiration of the Lock-Up Period, to notify the Representatives on or prior to the date on which the Company is no longer an “emerging growth company” as defined in Section 2(a)(19) of the Act; (b) Unless filed pursuant to Rule 462(c) as part of the Additional Registration Statement in accordance with the next sentence, the Company will file the Final Prospectus, in a form approved by the Representatives, Prospectus with the Commission pursuant to and in accordance with subparagraph (1Rule 424(b)(2) (or, if applicable and if consented to by the RepresentativesLead Underwriter, subparagraph (45)) of Rule 424(b) not later than the earlier of (i) the second business day following the execution and delivery of this Agreement or the Terms Agreement. (iib) the fifteenth business day after the Effective Time of the Initial Registration Statement. The Company will advise the Representatives Lead Underwriter promptly of any such filing pursuant to Rule 424(b) and provide satisfactory evidence to the Representatives of such timely filing. If an Additional Registration Statement is necessary to register a portion of the Offered Securities under the Act but the Effective Time thereof has not occurred as of the execution and delivery of this Agreement, the Company will file the Additional Registration Statement or, if filed, will file a post-effective amendment thereto with the Commission pursuant to and in accordance with Rule 462(b) on or prior to 10:00 P.M., New York City time, on the day following the date of this Agreement or, if earlier, on or prior to the time the Final Prospectus is finalized and distributed to any Underwriter, or will make such filing at such later date as shall have been consented to by the Representatives. (c) The Company will promptly advise the Representatives of any proposal to amend or supplement at any time the Initial Registration Statement, any Additional Registration Statement or any Statutory the Prospectus and will not effect afford the Lead Underwriter a reasonable opportunity to comment on any such proposed amendment or supplementation without the Representatives’ consentsupplement; and the Company will also advise the Representatives Lead Underwriter promptly of (i) the effectiveness filing of any Additional Registration Statement (if its Effective Time is subsequent to the execution and delivery of this Agreement), (ii) any such amendment or supplementation supplement and of a Registration Statement or any Statutory Prospectus, (iii) any request by the Commission or its staff for any amendment to any Registration Statement, for any supplement to any Statutory Prospectus or for any additional information, (iv) the institution by the Commission of any stop order proceedings in respect of a the Registration Statement or the threatening of any proceeding for that purpose, part thereof and (v) the receipt by the Company of any notification with respect to the suspension of the qualification of the Offered Securities in any jurisdiction or the institution or threatening of any proceedings for such purpose. The Company will use its best efforts to prevent the issuance of any such stop order or the suspension of any such qualification and, if issued, and to obtain as soon as possible the withdrawal thereofits lifting, if issued. (dc) If, at any time when a prospectus relating to the Offered Securities is (or but for the exemption in Rule 172 would be) required to be delivered under the Act in connection with sales by any Underwriter or dealer, any event occurs as a result of which the Final Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it is necessary at any time to amend the Registration Statement or supplement the Final Prospectus to comply with the Act, the Company promptly will promptly notify the Representatives Lead Underwriter of such event and will promptly prepare and file with the Commission and furnishCommission, at its own expense, to the Underwriters and the dealers and any other dealers upon request of the Representatives, an amendment or supplement which will correct such statement or omission or an amendment which will effect such compliance. Neither the Representatives’ Lead Underwriter's consent to, nor the Underwriters’ ' delivery of, any such amendment or supplement shall constitute a waiver of any of the conditions set forth in Section 7 hereof5. (ed) As soon as practicable, but not later than 16 months, after the Availability Date (as defined below)date of each Terms Agreement, the Company will make generally available to its security holders securityholders an earnings statement covering a period of at least 12 months beginning after the Effective Time later of (i) the effective date of the Initial registration statement relating to the Registered Securities, (ii) the effective date of the most recent post-effective amendment to the Registration Statement to become effective prior to the date of such Terms Agreement and (or, if later, iii) the Effective Time date of the Additional Registration Statement) Company's most recent Annual Report on Form 10-K filed with the Commission prior to the date of such Terms Agreement, which will satisfy the provisions of Section 11(a) of the Act Act. (e) The Company will furnish to the Representatives copies of the Registration Statement, including all exhibits, any related preliminary prospectus, any related preliminary prospectus supplement, the Prospectus and Rule 158 all amendments and supplements to such documents, in each case as soon as available and in such quantities as the Lead Underwriter reasonably requests. The Company will pay the expenses of printing and distributing to the Underwriters all such documents. (f) The Company will arrange for the qualification of the Offered Securities for sale under the Act. For laws of such jurisdictions as the purpose Lead Underwriter reasonably designates and will continue such qualifications in effect so long as required for the distribution; provided that the Company shall not be required to qualify to do business in any jurisdiction where it is not now qualified or to file a general consent to service of process in any jurisdiction. (g) During the period of three years after the date of any Terms Agreement, the Company will furnish to the Representatives and, upon request, to each of the preceding sentenceother Underwriters, “Availability Date” means the 45th day if any, as soon as practicable after the end of each fiscal year, a copy of its annual report to stockholders for such year; and the fourth fiscal quarter following Company will furnish to the fiscal quarter Representatives (i) as soon as available, a copy of each report and any definitive proxy statement of the Company filed with the Commission under the Securities Exchange Act of 1934 or mailed to stockholders, and (ii) from time to time, such other information concerning the Company as the Lead Underwriter may reasonably request. (h) The Company agrees with the Underwriters and the Selling Shareholder that includes the Company will pay all expenses incident to the performance of the obligations of the Selling Shareholder and the obligations of the Company under the Terms Agreement (including the provisions of this Agreement), for any filing fees or other expenses (including fees and disbursements of counsel not to exceed $12,500 in connection with qualification of the Registered Securities for sale under the laws of such Effective Timejurisdictions as the Lead Underwriter may designate and the printing of memoranda relating thereto for any applicable filing fee incident to, except thatand the reasonable fees and disbursements of counsel for the Underwriters in connection with, if such fourth fiscal quarter is the last quarter review by the National Association of Securities Dealers, Inc. of the Registered Securities, for any travel expenses of the Company’s fiscal year's officers and employees and any other expenses of the Company in connection with attending or hosting meetings with prospective purchasers of Registered Securities and for expenses incurred in distributing the Prospectus, “Availability Date” means any preliminary Prospectus, any preliminary prospectus supplements or any other amendments or supplements to the 120th day Prospectus to the Underwriters. (i) The Company will not offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, or file with the Commission a registration statement under the Act relating to, any additional Common Shares or securities convertible into or exchangeable or exercisable for Common Shares, or publicly disclose the intention to make any such offer, sale, pledge, disposition or filing, without the prior written consent of the Lead Underwriter for a period beginning at the time of execution of the Terms Agreement and ending the number of days after the end Closing Date specified under "Blackout" in the Terms Agreement, except: (i) grants of employee stock options pursuant to the terms of a plan in effect on the date of the Terms Agreement, issuances of Securities pursuant to the exercise of such fourth fiscal quarteroptions or the exercise of any other employee stock options outstanding on the date of the Terms Agreement and (ii) sales pursuant to the New 401(k) Plan and the Share Purchase Plan (each as defined in the Prospectus), in each case pursuant to the terms of such plans in effect on the date of the Terms Agreement. (j) As promptly as practicable following the Closing Date, the Company will take all actions reasonably necessary to obtain the relevant permission for a reduced rate of withholding tax on dividends paid on the Securities from the competent taxing authority in accordance with the formalities of the relevant tax treaty. (B) The Selling Shareholder agrees with the several Underwriters that: (a) The Selling Shareholder will indemnify and hold harmless the Underwriters against any documentary, stamp or similar issuance tax, including any interest and penalties, on the sale of the Offered Securities and on the execution and delivery of the Terms Agreement (including the provisions of this Agreement). All payments to be made by the Selling Shareholder hereunder or thereunder shall be made without withholding or deduction for or on account of any present or future taxes, duties or governmental charges whatsoever unless the Selling Shareholder is compelled by law to deduct or withhold such taxes, duties or charges. In that event, the Selling Shareholder shall pay such additional amounts as may be necessary in order that the net amounts received after such withholding or deduction shall equal the amounts that would have been received if no withholding or deduction had been made. The agreement in this paragraph (a) shall not modify the separate agreement between the Company and the Selling Shareholder in the Registration Rights Agreement (as defined in the Prospectus) between such parties, dated as of January 1, 1997, as amended. (b) The Selling Shareholder agrees to deliver to the Lead Underwriter on or prior to the Closing Date a properly completed and executed United States Treasury Department Form W-9 (or other applicable form or statement specified by Treasury Department regulations in lieu thereof). (c) The Selling Shareholder agrees not to offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly or request or demand the filing with the Commission of a registration statement under the Act relating to, any additional Common Shares of the Company or securities convertible into or exchangeable or exercisable for any Common Shares, or publicly disclose the intention to make any such offer, sale, pledge, disposition or filing, without the prior written consent of the Lead Underwriter for a period beginning at the time of execution of the Terms Agreement and ending the number of days after the Closing Date specified under "Blackout" in the Terms Agreement, except the sale of Offered Securities to the Underwriters pursuant to the Terms Agreement (including the provisions of this Agreement).

Certain Agreements of the Company and the Selling Shareholder. 5.1 The Company agrees with the several Underwriters that: (a) The Company agrees, until If the 15th day after expiration Effective Time of the Lock-Up Period, to notify the Representatives on or Initial Registration Statement is prior to the date on which the Company is no longer an “emerging growth company” as defined in Section 2(a)(19) execution and delivery of the Act; (b) Unless filed pursuant to Rule 462(c) as part of the Additional Registration Statement in accordance with the next sentencethis Agreement, the Company will file the Final Prospectus, in a form approved by the Representatives, Prospectus with the Commission pursuant to and in accordance with subparagraph (1) (or, if applicable and if consented to by the RepresentativesCSFBC, subparagraph (4)) of Rule 424(b) not later than the earlier of (iA) the second business day following the execution and delivery of this Agreement or (iiB) the fifteenth business day after the Effective Time Date of the Initial Registration Statement. The Company will advise the Representatives CSFBC promptly of any such filing pursuant to Rule 424(b) and provide satisfactory evidence ). If the Effective Time of the Initial Registration Statement is prior to the Representatives execution and delivery of such timely filing. If this Agreement and an Additional Registration Statement additional registration statement is necessary to register a portion of the Offered Securities under the Act but the Effective Time thereof has not occurred as of the such execution and delivery of this Agreementdelivery, the Company will file the Additional Registration Statement additional registration statement or, if filed, will file a post-effective amendment thereto with the Commission pursuant to and in accordance with Rule 462(b) on or prior to 10:00 P.M., New York City time, on the day following the date of this Agreement or, if earlier, on or prior to the time the Final Prospectus is finalized printed and distributed to any Underwriter, or will make such filing at such later date as shall have been consented to by the RepresentativesCSFBC. (cb) The Company will advise CSFBC promptly advise the Representatives of any proposal to amend or supplement at the initial or any time additional registration statement as filed or the related Prospectus or the Initial Registration Statement, any the Additional Registration Statement (if any) or any Statutory the Prospectus and will not effect such amendment or supplementation without the Representatives’ consent; CSFBC's consent (which consent shall not be unreasonably withheld), and the Company will also advise the Representatives CSFBC promptly of (i) the effectiveness of any Additional each Registration Statement (if its Effective Time is subsequent to the execution and delivery of this Agreement), (ii) and of any amendment or supplementation of a Registration Statement or any Statutory Prospectus, (iii) any request by the Commission or its staff for any amendment to any Registration Statement, for any supplement to any Statutory Prospectus or for any additional information, (iv) and of the institution by the Commission of any stop order proceedings in respect of a Registration Statement or the threatening of any proceeding for that purpose, and (v) the receipt by the Company of any notification with respect to the suspension of the qualification of the Offered Securities in any jurisdiction or the institution or threatening of any proceedings for such purpose. The Company will use its best efforts to prevent the issuance of any such stop order or the suspension of any such qualification and, if issued, and to obtain as soon as possible the withdrawal thereofits lifting, if issued. (dc) If, at any time when a prospectus relating to the Offered Securities is (or but for the exemption in Rule 172 would be) required to be delivered under the Act in connection with sales by any Underwriter or dealer, the Company becomes aware of the occurrence of any event occurs as a result of which the Final Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they such statements were made, not misleading, or the Company becomes aware that if it is necessary at any time to amend the Registration Statement or supplement the Final Prospectus to comply with the Act, the Company will promptly notify the Representatives CSFBC of such event and will promptly prepare and file with the Commission and furnishCommission, at its own expense, to the Underwriters and the dealers and any other dealers upon request of the Representatives, an amendment or supplement which will correct such statement or omission or an amendment which will effect such compliance. Neither the Representatives’ CSFBC's consent to, nor the Underwriters’ ' delivery of, any such amendment or supplement shall constitute a waiver of any of the conditions set forth in Section 7 hereof6. (ed) As soon as practicable, but not later than the Availability Date (as defined below), the Company will make generally available to its security holders securityholders an earnings statement covering a period of at least 12 months beginning after the Effective Time Date of the Initial Registration Statement (or, if later, the Effective Time Date of the Additional Registration Statement) which will satisfy the provisions of Section 11(a) of the Act and Rule 158 under the Act. For the purpose of the preceding sentence, “Availability Date” means the 45th day after the end of the fourth fiscal quarter following the fiscal quarter that includes such Effective Time, except that, if such fourth fiscal quarter is the last quarter of the Company’s fiscal year, “Availability Date” means the 120th day after the end of such fourth fiscal quarter.of

Certain Agreements of the Company and the Selling Shareholder. 5.1 (a) The Company agrees with the several International Underwriters thatand the Selling Shareholder as follows: (ai) The Company agrees, until If the 15th day after expiration Effective Time of the Lock-Up Period, to notify the Representatives on or Initial Registration Statement is prior to the date on which the Company is no longer an “emerging growth company” as defined in Section 2(a)(19) execution and delivery of the Act; (b) Unless filed pursuant to Rule 462(c) as part of the Additional Registration Statement in accordance with the next sentencethis Agreement, the Company will file the Final Prospectus, in a form approved by the Representatives, U.S. Prospectus with the Commission pursuant to and in accordance with subparagraph (1) (or, if applicable and if consented to by the RepresentativesJoint Global Coordinators, subparagraph (4)) of Rule 424(b) not later than the earlier of (iA) the second business day following the execution and delivery of this Agreement or (iiB) the fifteenth business day after the Effective Time Date of the Initial Registration Statement. The Company will advise the Representatives Joint Global Coordinators promptly of any such filing pursuant to Rule 424(b) and provide satisfactory evidence ). If the Effective Time of the Initial Registration Statement is prior to the Representatives execution and delivery of such timely filing. If this Agreement and an Additional Registration Statement additional registration statement is necessary to register a portion of the Offered Securities Shares under the Act but the Effective Time thereof has not occurred as of the such execution and delivery of this Agreementdelivery, the Company will file the Additional Registration Statement additional registration statement or, if filed, will file a post-effective amendment thereto with the Commission pursuant to and in accordance with Rule 462(b) on or prior to 10:00 P.M., New York City time, on the day following the date of this Agreement or, if earlier, on or prior to the time the Final U.S. Prospectus is finalized printed and distributed to any International Underwriter, or will make such filing at such later date as shall have been consented to by the RepresentativesJoint Global Coordinators. (cii) The Company will promptly advise the Representatives Joint Global Coordinators and the Selling Shareholder promptly of any proposal to amend or supplement at (whether directly or by incorporation by reference) the initial or any time additional registration statement as filed or the related prospectus or the Initial Registration Statement, any the Additional Registration Statement (if any) or any Statutory the Prospectus or the F-6 Registration Statements and will not effect such amendment or supplementation without the Representatives’ Joint Global Coordinators' prior consent; and the Company will also advise the Representatives Joint Global Coordinators promptly of (i) the effectiveness of any Additional each Registration Statement (if its Effective Time is subsequent to the execution and delivery of this Agreement), ) and each F-6 Registration Statement (iiif their effectiveness is subsequent to the execution and delivery of this Agreement) and of any amendment or supplementation of a the Registration Statement or any Statutory Prospectus, (iii) any request by the Commission or its staff for any amendment to any Registration Statement, for any supplement to any Statutory Prospectus or for any additional information, (iv) the F-6 Registration Statements and of the institution by the Commission of any stop order proceedings in respect of a Registration Statement or the threatening of any proceeding for that purpose, F-6 Registration Statements and (v) the receipt by the Company of any notification with respect to the suspension of the qualification of the Offered Securities in any jurisdiction or the institution or threatening of any proceedings for such purpose. The Company will use its best efforts to prevent the issuance of any such stop order or the suspension of any such qualification and, if issued, and to obtain as soon as possible the withdrawal thereofits lifting, if issued. (diii) The Company will comply with the Act and the Rules and Regulations and the Exchange Act and the 1934 Act Regulations so as to permit the completion of the distribution of the Offered Shares as contemplated in this Agreement and in the Prospectus. If, at any time after nine months after the time of the issue of the Prospectus, when a prospectus relating to the Offered Securities Shares is (or but for the exemption in Rule 172 would be) required to be delivered under the Act in connection with sales by any International Underwriter or dealer, any event occurs as a result of which it is necessary, in the Final opinion of counsel for the International Underwriters or for the Company, to amend the Registration Statement or amend or supplement the Prospectus as then amended or supplemented in order that the Prospectus would not include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it is necessary necessary, in the opinion of such counsel, at any time to amend the Registration Statement or supplement the Final Prospectus to comply with the ActAct and the Rules and Regulations, the Company will promptly notify the Representatives Joint Global Coordinators of such event and will promptly prepare and and, in the case of the U.S. Prospectus, file with the Commission and furnishCommission, at its own expense, to the Underwriters and the dealers and any other dealers upon request of the Representatives, an amendment or supplement which will correct such statement or omission or an amendment which will effect such compliance. Neither the Representatives’ Joint Global Coordinators' consent to, nor the International Underwriters’ ' delivery of, any such amendment or supplement shall constitute a waiver of any of the conditions set forth in Section 7 hereof8. (eiv) As soon as practicable, but not later than the Availability Date (as defined below), the Company will make generally available to its security holders securityholders an earnings statement covering a period of at least 12 months beginning after the Effective Time Date of the Initial Registration Statement (or, if later, the Effective Time Date of the Additional Registration Statement) which will satisfy the provisions of Section 11(a) of the Act and Rule 158 under the Act. For the purpose of the preceding sentence, “Availability Date” means the 45th day after the end of the fourth fiscal quarter following the fiscal quarter that includes such Effective Time, except that, if such fourth fiscal quarter is the last quarter of the Company’s fiscal year, “Availability Date” means the 120th day after the end of such fourth fiscal quarter.the

Certain Agreements of the Company and the Selling Shareholder. 5.1 The Company agrees with the several Underwriters and the Selling Shareholder that: (a) The Company agrees, until If the 15th day after expiration Effective Time of the Lock-Up Period, to notify the Representatives on or Initial Registration Statement is prior to the date on which the Company is no longer an “emerging growth company” as defined in Section 2(a)(19) execution and delivery of the Act; (b) Unless filed pursuant to Rule 462(c) as part of the Additional Registration Statement in accordance with the next sentencethis Agreement, the Company will file the Final Prospectus, in a form approved by the Representatives, Prospectus with the Commission pursuant to and in accordance with subparagraph (1) (or, if applicable and if consented to by the RepresentativesCSFBC, subparagraph (4)) of Rule 424(b) not later than the earlier of (iA) the second business day following the execution and delivery of this Agreement or (iiB) the fifteenth business day after the Effective Time Date of the Initial Registration Statement. The Company will advise the Representatives CSFBC promptly of any such filing pursuant to Rule 424(b) and provide satisfactory evidence ). If the Effective Time of the Initial Registration Statement is prior to the Representatives execution and delivery of such timely filing. If this Agreement and an Additional Registration Statement additional registration statement is necessary to register a portion of the Offered Securities under the Act but the Effective Time thereof has not occurred as of the such execution and delivery of this Agreementdelivery, the Company will file the Additional Registration Statement additional registration statement or, if filed, will file a post-effective amendment thereto with the Commission pursuant to and in accordance with Rule 462(b) on or prior to 10:00 P.M., New York City time, on the day following the date of this Agreement or, if earlier, on or prior to the time the Final Prospectus is finalized printed and distributed to any Underwriter, or will make such filing at such later date as shall have been consented to by the RepresentativesCSFBC. (cb) The Company will advise CSFBC promptly advise the Representatives of any proposal to amend or supplement at the initial or any time additional registration statement as filed or the related prospectus or the Initial Registration Statement, any the Additional Registration Statement (if any) or any Statutory the Prospectus and will not effect such amendment or supplementation without the Representatives’ CSFBC's consent; and the Company will also advise the Representatives CSFBC promptly of (i) the effectiveness of any Additional each Registration Statement (if its Effective Time is subsequent to the execution and delivery of this Agreement), (ii) and of any amendment or supplementation of a Registration Statement or any Statutory Prospectus, (iii) any request by the Commission or its staff for any amendment to any Registration Statement, for any supplement to any Statutory Prospectus or for any additional information, (iv) and of the institution by the Commission of any stop order proceedings in respect of a Registration Statement or the threatening of any proceeding for that purpose, and (v) the receipt by the Company of any notification with respect to the suspension of the qualification of the Offered Securities in any jurisdiction or the institution or threatening of any proceedings for such purpose. The Company will use its best efforts to prevent the issuance of any such stop order or the suspension of any such qualification and, if issued, and to obtain as soon as possible the withdrawal thereofits lifting, if issued. (dc) If, at any time when a prospectus relating to the Offered Securities is (or but for the exemption in Rule 172 would be) required to be delivered under the Act in connection with sales by any Underwriter or dealer, any event occurs as a result of which the Final Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it is necessary at any time to amend the Registration Statement or supplement the Final Prospectus to comply with the Act, the Company will promptly notify the Representatives CSFBC of such event and will promptly prepare and file with the Commission and furnishCommission, at its own expense, to the Underwriters and the dealers and any other dealers upon request of the Representatives, an amendment or supplement which will correct such statement or omission or an amendment which will effect such compliance. Neither the Representatives’ CSFBC's consent to, nor the Underwriters’ ' delivery of, any such amendment or supplement shall constitute a waiver of any of the conditions set forth in Section 7 hereof6. (ed) As soon as practicable, but not later than the Availability Date (as defined below), the Company will make generally available to its security holders securityholders an earnings statement covering a period of at least 12 months beginning after the Effective Time Date of the Initial Registration Statement (or, if later, the Effective Time Date of the Additional Registration Statement) which will satisfy the provisions of Section 11(a) of the Act and Rule 158 under the Act. For the purpose of the preceding sentence, “"Availability Date” " means the 45th day after the end of the fourth fiscal quarter following the fiscal quarter that includes such Effective TimeDate, except that, if such fourth fiscal quarter is the last quarter of the Company’s 's fiscal year, “"Availability Date” " means the 120th 90th day after the end of such fourth fiscal quarter. (e) The Company will furnish to the Representatives copies of each Registration Statement (five of which will be signed and will include all exhibits), each related preliminary prospectus, and, so long as a prospectus relating to the Offered Securities is required to be delivered under the Act in connection with sales by any Underwriter or dealer, the Prospectus and all amendments and supplements to such documents, in each case in such quantities as CSFBC requests. The Prospectus shall be so furnished on or prior to 3:00 P.M., New York time, on the business day following the later of the execution and delivery of this Agreement or the Effective Time of the Initial Registration Statement. All other such documents shall be so furnished as soon as available. The Company and the Selling Shareholder will pay the expenses of printing and distributing to the Underwriters all such documents. (f) The Company will arrange for the qualification of the Offered Securities for sale under the laws of such jurisdictions as CSFBC designates and will continue such qualifications in effect so long as required for the distribution. (g) During the period of 5 years hereafter, the Company will furnish to the Representatives and, upon request, to each of the other Underwriters, as soon as practicable after the end of each fiscal year, a copy of its annual report to shareholders for such year; and the Company will furnish to the Representatives (i) as soon as available, a copy of each report and any definitive proxy statement of the Company filed with the Commission under the Securities Exchange Act of 1934 or mailed to shareholders, and (ii) from time to time, such other information concerning the Company as CSFBC may reasonably request. (h) For a period of 180 days after the date of the initial public offering of the Offered Securities, the Company will not offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, or file with the Commission a registration statement under the Act relating to, any additional shares of its Securities or securities convertible into or exchangeable or exercisable for any shares of its Securities, or publicly disclose the intention to make any such offer, sale, pledge, disposition or filing, without the prior written consent of CSFBC, except (i) grants of employee stock options pursuant to the terms of a plan in effect on the date hereof, (ii) issuances of Securities pursuant to the exercise of such options, (iii) the exercise of any other employee stock options outstanding on the date hereof, (iv) issuances of common stock under the Company's employee stock purchase plan, or (v) issuances of Securities pursuant to the Combination Agreement, dated as of November 15, 1996 between Philips Industrial Electronic International B.V. and the Company; provided, however, that beginning 90 days after the date of the initial public offering of the Offered Securities, the officers and directors of the Company as a group may transfer up to an aggregate of 250,000 shares of the Company's common stock. (i) The Company and the Selling Shareholder agree with the several Underwriters that the Company and the Selling Shareholder will pay all expenses incident to the performance of the obligations of the Company and the Selling Shareholder, as the case may be, under this Agreement, for any filing fees and other expenses (including fees and disbursements of counsel) in connection with qualification of the Offered Securities for sale under the laws of such jurisdictions as CSFBC designates and the printing of memoranda relating thereto for the filing fee incident to, and the reasonable fees and disbursements of counsel to the Underwriters in connection with, the review by the National Association of Securities Dealers, Inc. of the Offered Securities, for any travel expenses of the Company's officers and employees and any other expenses of the Company in connection with attending or hosting meetings with prospective purchasers of the Offered Securities, for any transfer taxes on the sale by the Selling Shareholder of the Offered Securities to the Underwriters and for expenses incurred in distributing preliminary prospectuses and the Prospectus (including any amendments and supplements thereto) to the Underwriters. It is understood, however, that the Company shall bear, and the Selling Shareholder shall not be required to pay or to reimburse the Company for, the cost of any other matters not directly relating to the sale and purchase of the Offered Securities pursuant to this Agreement, and that, except as provided in this Section, and Section 7 hereof, the Underwriters will pay all of their own costs and expenses, including the fees of their counsel, stock transfer taxes on resale of any of the Offered Securities by them, and any advertising expenses connected with any offers they may make. (j) The Selling Shareholder agrees to deliver to CSFBC, attention: Transactions Advisory Group on or prior to the First Closing Date a properly completed and executed United States Treasury Department Form W-9 (or other applicable form or statement specified by Treasury Department regulations in lieu thereof). (k) The Selling Shareholder agrees to deliver a "lock-up" agreement to CSFBC stating that for a period of 180 days after the date of the initial public offering of the Offered Securities, such Selling Stockholder will not offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, any additional shares of the Securities of the Company or securities convertible into or exchangeable or exercisable for any shares of Securities, enter into a transaction which would have the same effect, or enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of the Securities, whether any such aforementioned transaction is to be settled by delivery of the Securities or such other securities, in cash or otherwise, or publicly disclose the intention to make any such offer, sale, pledge or disposition, or enter into any such transaction, swap, hedge or other arrangement, without, in each case, the prior written consent of CSFBC, except that the Selling Shareholder may transfer shares of the Securities of the Company to an affiliate (as defined in Rule 405 under the U.S. Securities Act of 1933, as amended) or to an affiliate of Koninklijke Philips Electronics N.V. or as otherwise permitted pursuant to such "lock-up" agreement.

Certain Agreements of the Company and the Selling Shareholder. 5.1 The Company agrees with the several Underwriters and the Selling Shareholder that: (a) The Company agrees, until If the 15th day after expiration Effective Time of the Lock-Up Period, to notify the Representatives on or Initial Registration Statement is prior to the date on which the Company is no longer an “emerging growth company” as defined in Section 2(a)(19) execution and delivery of the Act; (b) Unless filed pursuant to Rule 462(c) as part of the Additional Registration Statement in accordance with the next sentencethis Agreement, the Company will file the Final Prospectus, in a form approved by the Representatives, Prospectus with the Commission pursuant to and in accordance with subparagraph (1) (or, if applicable and if consented to by the RepresentativesCSFBC, subparagraph (4)) of Rule 424(b) not later than the earlier of (iA) the second business day following the execution and delivery of this Agreement or (iiB) the fifteenth business day after the Effective Time Date of the Initial Registration Statement. The Company will advise the Representatives CSFBC promptly of any such filing pursuant to Rule 424(b) and provide satisfactory evidence ). If the Effective Time of the Initial Registration Statement is prior to the Representatives execution and delivery of such timely filing. If this Agreement and an Additional Registration Statement additional registration statement is necessary to register a portion of the Offered Securities under the Act but the Effective Time thereof has not occurred as of the such execution and delivery of this Agreementdelivery, the Company will file the Additional Registration Statement additional registration statement or, if filed, will file a post-effective amendment thereto with the Commission pursuant to and in accordance with Rule 462(b) on or prior to 10:00 P.M., New York City time, on the day following the date of this Agreement or, if earlier, on or prior to the time the Final Prospectus is finalized printed and distributed to any Underwriter, or will make such filing at such later date as shall have been consented to by the RepresentativesCSFBC. (cb) The Company will advise CSFBC promptly advise the Representatives of any proposal to amend or supplement at the initial or any time additional registration statement as filed or the related prospectus or the Initial Registration Statement, any the Additional Registration Statement (if any) or any Statutory the Prospectus and will not effect such amendment or supplementation without the Representatives’ CSFBC's consent; and the Company will also advise the Representatives CSFBC promptly of (i) the effectiveness of any Additional each Registration Statement (if its Effective Time is subsequent to the execution and delivery of this Agreement), (ii) and of any amendment or supplementation of a Registration Statement or any Statutory Prospectus, (iii) any request by the Commission or its staff for any amendment to any Registration Statement, for any supplement to any Statutory Prospectus or for any additional information, (iv) and of the institution by the Commission of any stop order proceedings in respect of a Registration Statement or the threatening of any proceeding for that purpose, and (v) the receipt by the Company of any notification with respect to the suspension of the qualification of the Offered Securities in any jurisdiction or the institution or threatening of any proceedings for such purpose. The Company will use its best efforts to prevent the issuance of any such stop order or the suspension of any such qualification and, if issued, and to obtain as soon as possible the withdrawal thereofits lifting, if issued. (dc) If, at any time when a prospectus relating to the Offered Securities is (or but for the exemption in Rule 172 would be) required to be delivered under the Act in connection with sales by any Underwriter or dealer, any event occurs as a result of which the Final Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it is necessary at any time to amend the Registration Statement or supplement the Final Prospectus to comply with the Act, the Company will promptly notify the Representatives CSFBC of such event and will promptly prepare and file with the Commission and furnishCommission, at its own expense, to the Underwriters and the dealers and any other dealers upon request of the Representatives, an amendment or supplement which will correct such statement or omission or an amendment which will effect such compliance. Neither the Representatives’ CSFBC's consent to, nor the Underwriters’ ' delivery of, any such amendment or supplement shall constitute a waiver of any of the conditions set forth in Section 7 hereof6. (ed) As soon as practicable, but not later than the Availability Date (as defined below), the Company will make generally available to its security holders securityholders an earnings statement covering a period of at least 12 months beginning after the Effective Time Date of the Initial Registration Statement (or, if later, the Effective Time Date of the Additional Registration Statement) which will satisfy the provisions of Section 11(a) of the Act and Rule 158 under the Act. For the purpose of the preceding sentence, “"Availability Date” " means the 45th day after the end of the fourth fiscal quarter following the fiscal quarter that includes such Effective TimeDate, except that, if such fourth fiscal quarter is the last quarter of the Company’s 's fiscal year, “"Availability Date” " means the 120th 90th day after the end of such fourth fiscal quarter. (e) The Company will furnish to the Representatives copies of each Registration Statement (five of which will be signed and will include all exhibits), each related preliminary prospectus, and, so long as a prospectus relating to the Offered Securities is required to be delivered under the Act in connection with sales by any Underwriter or dealer, the Prospectus and all amendments and supplements to such documents, in each case in such quantities as CSFBC requests. The Prospectus shall be so furnished on or prior to 3:00 P.M., New York time, on the business day following the later of the execution and delivery of this Agreement or the Effective Time of the

Certain Agreements of the Company and the Selling Shareholder. 5.1 (a) The Company agrees with the several International Underwriters thatand the Selling Shareholder as follows: (ai) The Company agrees, until If the 15th day after expiration Effective Time of the Lock-Up Period, to notify the Representatives on or Initial Registration Statement is prior to the date on which the Company is no longer an “emerging growth company” as defined in Section 2(a)(19) execution and delivery of the Act; (b) Unless filed pursuant to Rule 462(c) as part of the Additional Registration Statement in accordance with the next sentencethis Agreement, the Company will file the Final Prospectus, in a form approved by the Representatives, U.S. Prospectus with the Commission pursuant to and in accordance with subparagraph (1) (or, if applicable and if consented to by the RepresentativesJoint Global Coordinators, subparagraph (4)) of Rule 424(b) not later than the earlier of (iA) the second business day following the execution and delivery of this Agreement or (iiB) the fifteenth business day after the Effective Time Date of the Initial Registration Statement. The Company will advise the Representatives Joint Global Coordinators promptly of any such filing pursuant to Rule 424(b) and provide satisfactory evidence ). If the Effective Time of the Initial Registration Statement is prior to the Representatives execution and delivery of such timely filing. If this Agreement and an Additional Registration Statement additional registration statement is necessary to register a portion of the Offered Securities Shares under the Act but the Effective Time thereof has not occurred as of the such execution and delivery of this Agreementdelivery, the Company will file the Additional Registration Statement additional registration statement or, if filed, will file a post-effective amendment thereto with the Commission pursuant to and in accordance with Rule 462(b) on or prior to 10:00 P.M., New York City time, on the day following the date of this Agreement or, if earlier, on or prior to the time the Final U.S. Prospectus is finalized printed and distributed to any International Underwriter, or will make such filing at such later date as shall have been consented to by the RepresentativesJoint Global Coordinators. (cii) The Company will promptly advise the Representatives Joint Global Coordinators and the Selling Shareholder promptly of any proposal to amend or supplement at (whether directly or by incorporation by reference) the initial or any time additional registration statement as filed or the related prospectus or the Initial Registration Statement, any the Additional Registration Statement (if any) or any Statutory the Prospectus or the F-6 Registration Statements and will not effect such amendment or supplementation without the Representatives’ Joint Global Coordinators' prior consent; and the Company will also advise the Representatives Joint Global Coordinators promptly of (i) the effectiveness of any Additional each Registration Statement (if its Effective Time is subsequent to the execution and delivery of this Agreement), ) and each F-6 Registration Statement (iiif their effectiveness is subsequent to the execution and delivery of this Agreement) and of any amendment or supplementation of a the Registration Statement or any Statutory Prospectus, (iii) any request by the Commission or its staff for any amendment to any Registration Statement, for any supplement to any Statutory Prospectus or for any additional information, (iv) the F-6 Registration Statements and of the institution by the Commission of any stop order proceedings in respect of a Registration Statement or the threatening of any proceeding for that purpose, F-6 Registration Statements and (v) the receipt by the Company of any notification with respect to the suspension of the qualification of the Offered Securities in any jurisdiction or the institution or threatening of any proceedings for such purpose. The Company will use its best efforts to prevent the issuance of any such stop order or the suspension of any such qualification and, if issued, and to obtain as soon as possible the withdrawal thereofits lifting, if issued. (diii) The Company will comply with the Act and the Rules and Regulations and the Exchange Act and the 1934 Act Regulations so as to permit the completion of the distribution of the Offered Shares as contemplated in this Agreement and in the Prospectus. If, at any time after nine months after the time of the issue of the Prospectus, when a prospectus relating to the Offered Securities Shares is (or but for the exemption in Rule 172 would be) required to be delivered under the Act in connection with sales by any International Underwriter or dealer, any event occurs as a result of which it is necessary, in the Final opinion of counsel for the International Underwriters or for the Company, to amend the Registration Statement or amend or supplement the Prospectus as then amended or supplemented in order that the Prospectus would not include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it is necessary necessary, in the opinion of such counsel, at any time to amend the Registration Statement or supplement the Final Prospectus to comply with the ActAct and the Rules and Regulations, the Company will promptly notify the Representatives Joint Global Coordinators of such event and will promptly prepare and and, in the case of the U.S. Prospectus, file with the Commission and furnishCommission, at its own expense, to the Underwriters and the dealers and any other dealers upon request of the Representatives, an amendment or supplement which will correct such statement or omission or an amendment which will effect such compliance. Neither the Representatives’ Joint Global Coordinators' consent to, nor the International Underwriters’ ' delivery of, any such amendment or supplement shall constitute a waiver of any of the conditions set forth in Section 7 hereof8. (eiv) As soon as practicable, but not later than the Availability Date (as defined below), the Company will make generally available to its security holders securityholders an earnings statement covering a period of at least 12 months beginning after the Effective Time Date of the Initial Registration Statement (or, if later, the Effective Time Date of the Additional Registration Statement) which will satisfy the provisions of Section 11(a) of the Act and Rule 158 under the Act. For the purpose of the preceding sentence, “"Availability Date” " means the 45th day after the end of the fourth fiscal quarter following the fiscal quarter that includes such Effective TimeDate, except that, if such fourth fiscal quarter is the last quarter of the Company’s 's fiscal year, “"Availability Date” " means the 120th 120/th/ day after the end of such fourth fiscal quarter.