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

Certain Agreements of the Company and the Selling Shareholders. (a) The Company covenants and agrees with each Underwriter that: (i) The Company will use its best efforts to cause the Registration Statement, and any amendment thereof, if not effective at the Execution Time, to become effective as promptly as possible. If the Registration Statement has become or becomes effective pursuant to Rule 430A, or filing of the Prospectus is otherwise required under Rule 424(b), the Company will file the Prospectus, properly completed, pursuant to Rule 424(b) within the time period prescribed and will provide evidence satisfactory to you of such timely filing. The Company will promptly advise you (A) when the Registration Statement shall have become effective, (B) when any amendment thereof shall have become effective, (C) of any request by the Commission for any amendment or supplement of the Registration Statement or the Prospectus or for any additional information, (D) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the institution or threatening of any proceeding for that purpose and (E) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Stock for sale in any jurisdiction or the initiation or threatening of such stop order or suspension and, if issued, to obtain as soon as possible its withdrawal. The Company will not file any amendment to the Registration Statement or supplement to the Prospectus without your prior consent. The Company shall prepare and file with the Commission, promptly upon your request, any amendment to the Registration Statement or supplement to the Prospectus that may be necessary or advisable in connection with the distribution of the Stock by you, and use its best efforts to cause the same to become effective as promptly as possible. (ii) The Company shall, during the period of time when a Prospectus relating to the Stock is required to be delivered under the Securities Act and the Rules, comply with all requirements imposed by the Securities Act and the Rules as is necessary to permit the continuance of sales of or dealings in the Stock in accordance with the provisions hereof and of the Prospectus. The Company consents to the use of the Prospectus included in the Registration Statement or any amendment or supplement thereto by the several Underwriters and by all dealers to whom the Stock may be sold, in connection with the offering or sale of the Stock and for such period of time thereafter as the Prospectus is required by law to be delivered in connection therewith. (iii) As soon as practicable, but not later than the Availability Date (as defined below), the Company will make generally available to its security holders in the manner contemplated by Rule 158(b) of the Securities Act an earning statement covering a period of at least 12 months beginning after the Effective Date that will satisfy the provisions of Section 11(a) of the Securities Act. For purposes of the preceding sentence, "Availability Date" means the 45th day after the end of the fourth fiscal quarter following the fiscal quarter that includes the Effective Date, except that, if such fourth fiscal quarter is the last quarter of the Company's fiscal year, "Availability Date" means the 90th day after the end of such fourth fiscal quarter.

Certain Agreements of the Company and the Selling Shareholders. (a) The Company covenants and the Selling Shareholders agree with the several Underwriters and, as applicable, the Company agrees with each Underwriter the Selling Shareholders that: (ia) The Company will use its best efforts to cause the Registration Statement, and any amendment thereof, if not effective at the Execution Time, to become effective as promptly as possible. If the Effective Time of the Initial Registration Statement has become or becomes effective pursuant is prior to Rule 430A, or filing the execution and delivery of the Prospectus is otherwise required under Rule 424(b)this Agreement, the Company will file the ProspectusProspectus with the Commission pursuant to and in accordance with subparagraph (1) (or, properly completedif applicable and if consented to by Xxxx Xxxxx, subparagraph (4)) of Rule 424(b) not later than the earlier of (A) the second business day following the execution and delivery of this Agreement or (B) the fifteenth business day after the Effective Date of the Initial Registration Statement. The Company will advise Xxxx Xxxxx promptly of any such filing pursuant to Rule 424(b). If the Effective Time of the Initial Registration Statement is prior to the execution and delivery of this Agreement and 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 such execution and delivery, 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) within on or prior to 10:00 P.M., Baltimore time, on the date of this Agreement or, if earlier, on or prior to the time period prescribed the Prospectus is printed and distributed to any Underwriter, or will provide evidence satisfactory make such filing at such later date as shall have been consented to you of such timely filing. by Xxxx Xxxxx. (b) The Company will advise Xxxx Xxxxx promptly advise you (A) when of any proposal to amend or supplement the initial or any additional registration statement as filed or the related prospectus or the Initial Registration Statement, the Additional Registration Statement shall have become effective, (Bif any) when any or the Prospectus and will not effect such amendment thereof shall have become effective, or supplementation without the consent of Xxxx Xxxxx; and the Company will also advise Xxxx Xxxxx promptly of the effectiveness of each Registration Statement (Cif its Effective Time is subsequent to the execution and delivery of this Agreement) and of any request by the Commission for any amendment or supplement supplementation of the a Registration Statement or the Prospectus or for any additional information, (D) and of the issuance institution by the Commission of any stop order suspending the effectiveness proceedings in respect of the a Registration Statement or and will use its best efforts to prevent the institution or threatening issuance of any proceeding for that purpose and (E) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Stock for sale in any jurisdiction or the initiation or threatening of such stop order or suspension and, if issued, and to obtain as soon as possible its withdrawal. The lifting, if issued. (c) If, at any time when a prospectus relating to the Offered Securities is 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 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 Prospectus to comply with the Act, the Company will not file any amendment to promptly notify Xxxx Xxxxx and the Registration Statement or supplement to the Prospectus without your prior consent. The Company shall Selling Shareholders of such event and will promptly prepare and file with the Commission, promptly upon your requestat its own expense, an amendment or supplement which will correct such statement or omission or an amendment which will effect such compliance. Neither the consent of Xxxx Xxxxx to, nor the Underwriters’ delivery of, any such amendment to the Registration Statement or supplement to the Prospectus that may be necessary or advisable in connection with the distribution shall constitute a waiver of any of the Stock by you, and use its best efforts to cause the same to become effective as promptly as possibleconditions set forth in Section 6. (ii) The Company shall, during the period of time when a Prospectus relating to the Stock is required to be delivered under the Securities Act and the Rules, comply with all requirements imposed by the Securities Act and the Rules as is necessary to permit the continuance of sales of or dealings in the Stock in accordance with the provisions hereof and of the Prospectus. The Company consents to the use of the Prospectus included in the Registration Statement or any amendment or supplement thereto by the several Underwriters and by all dealers to whom the Stock may be sold, in connection with the offering or sale of the Stock and for such period of time thereafter as the Prospectus is required by law to be delivered in connection therewith. (iiid) As soon as practicable, but not later than the Availability Date (as defined below), the Company will make generally available to its security holders in the manner contemplated by Rule 158(b) of the Securities Act securityholders an earning earnings statement covering a period of at least 12 months beginning after the Effective Date that of the Initial Registration Statement (or, if later, the Effective Date of the Additional Registration Statement) which will satisfy the provisions of Section 11(a) of the Securities Act. For purposes 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 the such Effective Date, except that, if such fourth fiscal quarter is the last quarter of the Company's ’s fiscal year, "“Availability Date" ” means the 90th day after the end of such fourth fiscal quarter.

Certain Agreements of the Company and the Selling Shareholders. (a) The Company covenants and agrees with each Underwriter the several Underwriters and the Selling Shareholders that: (ia) The Company will use its best efforts to cause the Registration Statement, and any amendment thereof, if not effective at the Execution Time, to become effective as promptly as possible. If the Effective Time of the Initial Registration Statement has become or becomes effective pursuant is prior to Rule 430A, or filing the execution and delivery of the Prospectus is otherwise required under Rule 424(b)this Agreement, the Company will file the ProspectusProspectus with the Commission pursuant to and in accordance with subparagraph (1) (or, properly completedif applicable and if consented to by CSFBC, subparagraph (4)) of Rule 424(b) not later than the earlier of (A) the second business day following the execution and delivery of this Agreement or (B) the fifteenth business day after the Effective Date of the Initial Registration Statement. The Company will advise CSFBC promptly of any such filing pursuant to Rule 424(b). If the Effective Time of the Initial Registration Statement is prior to the execution and delivery of this Agreement and 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 such execution and delivery, 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) within on or prior to 10:00 P.M., New York time, on the date of this Agreement or, if earlier, on or prior to the time period prescribed the Prospectus is printed and distributed to any Underwriter, or will provide evidence satisfactory make such filing at such later date as shall have been consented to you of such timely filing. by CSFBC. (b) The Company will advise CSFBC promptly advise you (A) when of any proposal to amend or supplement the initial or any additional registration statement as filed or the related prospectus or the Initial Registration Statement, the Additional Registration Statement shall have become effective, (Bif any) when any or the Prospectus and will not effect such amendment thereof shall have become effective, or supplementation without CSFBC's consent; and the Company will also advise CSFBC promptly of the effectiveness of each Registration Statement (Cif its Effective Time is subsequent to the execution and delivery of this Agreement) and of any request by the Commission for any amendment or supplement supplementation of the a Registration Statement or the Prospectus or for any additional information, (D) and of the issuance institution by the Commission of any stop order suspending the effectiveness proceedings in respect of the a Registration Statement or and will use its best efforts to prevent the institution or threatening issuance of any proceeding for that purpose and (E) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Stock for sale in any jurisdiction or the initiation or threatening of such stop order or suspension and, if issued, and to obtain as soon as possible its withdrawal. The lifting, if issued. (c) If, at any time when a prospectus relating to the Offered Securities is 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 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 Prospectus to comply with the Act, the Company will not file any amendment to the Registration Statement or supplement to the Prospectus without your prior consent. The Company shall promptly notify CSFBC of such event and will promptly prepare and file with the Commission, promptly upon your requestat its own expense, an amendment or supplement which will correct such statement or omission or an amendment which will effect such compliance. Neither CSFBC's consent to, nor the Underwriters' delivery of, any such amendment to the Registration Statement or supplement to the Prospectus that may be necessary or advisable in connection with the distribution shall constitute a waiver of any of the Stock by you, and use its best efforts to cause the same to become effective as promptly as possibleconditions set forth in Section 6. (ii) The Company shall, during the period of time when a Prospectus relating to the Stock is required to be delivered under the Securities Act and the Rules, comply with all requirements imposed by the Securities Act and the Rules as is necessary to permit the continuance of sales of or dealings in the Stock in accordance with the provisions hereof and of the Prospectus. The Company consents to the use of the Prospectus included in the Registration Statement or any amendment or supplement thereto by the several Underwriters and by all dealers to whom the Stock may be sold, in connection with the offering or sale of the Stock and for such period of time thereafter as the Prospectus is required by law to be delivered in connection therewith. (iiid) As soon as practicable, but not later than the Availability Date (as defined below), the Company will make generally available to its security holders in the manner contemplated by Rule 158(b) of the Securities Act securityholders an earning earnings statement covering a period of at least 12 months beginning after the Effective Date that of the Initial Registration Statement (or, if later, the Effective Date of the Additional Registration Statement) which will satisfy the provisions of Section 11(a) of the Securities Act. For purposes 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 the such Effective Date, except that, if such fourth fiscal quarter is the last quarter of the Company's fiscal year, "Availability Date" means the 90th day after the end of such fourth fiscal quarter.

Certain Agreements of the Company and the Selling Shareholders. (a) The Company covenants and agrees with each Underwriter the several Underwriters and the Selling Shareholders and, with respect to clauses (j), (k) and (l) below, the Selling Shareholders agree with the Company and the several Underwriters that: (ia) The Company will use its best efforts to cause the Registration Statement, and any amendment thereof, if not effective at the Execution Time, to become effective as promptly as possible. If the Effective Time of the Initial Registration Statement has become or becomes effective pursuant is prior to Rule 430A, or filing the execution and delivery of the Prospectus is otherwise required under Rule 424(b)this Agreement, the Company will file the ProspectusProspectus with the Commission pursuant to and in accordance with subparagraph (1) (or, properly completedif applicable and if consented to by CSFBC, subparagraph(4)) of Rule 424(b) not later than the earlier of (A) the second business day following the execution and delivery of this Agreement or (B) the fifteenth business day after the Effective Date of the Initial Registration Statement. The Company will advise CSFBC promptly of any such filing pursuant to Rule 424(b). If the Effective Time of the Initial Registration Statement is prior to the execution and delivery of this Agreement and 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 such execution and delivery, 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) within on or prior to 10:00 P.M., New York time, on the date of this Agreement or, if earlier, on or prior to the time period prescribed the Prospectus is printed and distributed to any Underwriter, or will provide evidence satisfactory make such filing at such later date as shall have been consented to you of such timely filing. by CSFBC. (b) The Company will advise CSFBC promptly advise you (A) when of any proposal to amend or supplement the initial registration statement or any additional registration statement as filed or the related prospectus or the Initial Registration Statement, the Additional Registration Statement shall have become effective, (Bif any) when any or the Prospectus and will not effect such amendment thereof shall have become effective, or supplementation without CSFBC's prior consent; and the Company will also advise CSFBC promptly of the effectiveness of each Registration Statement (Cif its Effective Time is subsequent to the execution and delivery of this Agreement) and of any request by the Commission for any amendment or supplement supplementation of the a Registration Statement or the Prospectus or for any additional information, (D) and of the issuance institution by the Commission of any stop order suspending the effectiveness proceedings in respect of the a Registration Statement or and will use its reasonable best efforts to prevent the institution or threatening issuance of any proceeding for that purpose and (E) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Stock for sale in any jurisdiction or the initiation or threatening of such stop order or suspension and, if issued, and to obtain as soon as possible its withdrawal. The Company will not file any amendment to the Registration Statement or supplement to the Prospectus without your prior consent. The Company shall prepare and file with the Commissionlifting, promptly upon your request, any amendment to the Registration Statement or supplement to the Prospectus that may be necessary or advisable in connection with the distribution of the Stock by you, and use its best efforts to cause the same to become effective as promptly as possibleif issued. (iic) The Company shallIf, during the period of at any time when a Prospectus prospectus relating to the Stock Offered Securities is required to be delivered under the Securities Act and the Rules, comply with all requirements imposed by the Securities Act and the Rules as is necessary to permit the continuance of sales of or dealings in the Stock in accordance with the provisions hereof and of the Prospectus. The Company consents to the use of the Prospectus included in the Registration Statement or any amendment or supplement thereto by the several Underwriters and by all dealers to whom the Stock may be sold, in connection with sales by any Underwriter or dealer, any event occurs or a condition exists as a result of which the offering Prospectus as then amended or sale 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 Stock and for such period of circumstances under which they were made, not misleading, or if it is necessary at any time thereafter as to amend the Prospectus is required by law to be delivered in connection therewith. (iii) As soon as practicable, but not later than comply with the Availability Date (as defined below)Act, the Company will make generally available to its security holders in the manner contemplated by Rule 158(b) of the Securities Act an earning statement covering a period of at least 12 months beginning after the Effective Date that will satisfy the provisions of Section 11(a) of the Securities Act. For purposes of the preceding sentence, "Availability Date" means the 45th day after the end of the fourth fiscal quarter following the fiscal quarter that includes the Effective Date, except that, if such fourth fiscal quarter is the last quarter of the Company's fiscal year, "Availability Date" means the 90th day after the end of such fourth fiscal quarter.promptly

Certain Agreements of the Company and the Selling Shareholders. The Company agrees with the several Underwriters and the Selling Shareholders that: (a) The Company covenants will file the U.S. Prospectus with the Commission pursuant to and agrees in accordance with each Underwriter that: subparagraph (i1) (or, if applicable and if consented to by the Representatives, subparagraph (4)) of Rule 424(b) not later than the earlier of (A) the second business day following the execution and delivery of this Agreement or (B) the fifteenth business day after the Effective Date of the Initial Registration Statement. The Company will use its best efforts to cause advise the Registration Statement, and Representatives promptly of any amendment thereof, if not effective at the Execution Time, to become effective as promptly as possible. If the Registration Statement has become or becomes effective such filing pursuant to Rule 430A, or filing 424(b). If an additional registration statement is necessary to register a portion of the Prospectus is otherwise required Offered Securities under Rule 424(b)the Act but the Effective Time thereof has not occurred as of the execution and delivery of this Agreement, the Company will file the Prospectusadditional registration statement or, properly completedif filed, will file a post-effective amendment thereto with the Commission pursuant to and in accordance with Rule 424(b462(b) within on or prior to 10:00 P.M., New York time, on the date of this Agreement or, if earlier, on or prior to the time period prescribed the U.S. Prospectus is printed and distributed to any Underwriter, or will provide evidence satisfactory make such filing at such later date as shall have been consented to you of such timely filing. by the Representatives. (b) The Company will promptly advise you (A) when file the Registration Statement shall have become effective, supplemented Canadian Prospectus (containing the PREP information) in accordance with the PREP Procedures with each of the Canadian Securities Commissions not later than (A) the second business day following the execution and delivery of this Agreement or (B) the fifteenth business day after the Effective Date of the Initial Registration Statement and to take all other steps and proceedings that may be necessary to qualify the Offered Securities for distribution and sale to the public in each of the Qualifying Jurisdictions through investment dealers or brokers registered under the applicable laws of such jurisdictions who have complied with the relevant provisions of such applicable laws, promptly advise the Representatives after it receives notice thereof, of the time when any amendment thereof shall have become effective, (C) of any request by the Commission for any amendment or supplement to the Canadian Prospectus has been filed and to furnish the Representatives with copies thereof (in the English and French languages) and to deliver to the Representatives all signed and certified copies of any such supplemented or amended Canadian Prospectus in the English and French languages. (c) The Company will advise the Representatives promptly of any proposal to amend or supplement at any time the Initial Registration Statement, any Additional Registration Statement, any Statutory Prospectus or the Canadian Prospectus and will not effect such amendment or supplementation without the Representatives’ consent; and the Company will also advise the Representatives promptly of the effectiveness of any Additional Registration Statement (if its Effective Time is subsequent to the execution and delivery of this Agreement) and of any amendment or supplementation of a Registration Statement or the any Statutory Prospectus or for any additional information, (D) and of the issuance institution by the Commission of any stop order suspending proceedings in respect of a Registration Statement and will use its best efforts to prevent the effectiveness issuance of any such stop order and to obtain as soon as possible its lifting, if issued. The Company will advise the Representatives, promptly after receiving notice or obtaining knowledge, of the Registration Statement issuance by the applicable Canadian Securities Commission of any order suspending or preventing the use of a Canadian Preliminary Prospectus or the institution or threatening of any proceeding for that purpose and (E) of the receipt by the Company of any notification with respect to Canadian Prospectus, the suspension of the qualification of the Stock Offered Securities for offering or sale in any jurisdiction of the Qualifying Jurisdictions; the institution, threatening or contemplation of any proceeding for any of those purposes or any requests made by any Canadian Securities Commission for amending or supplementing the initiation Canadian Prospectus or threatening for additional information, and the Company will make every commercially reasonable effort to prevent the issuance of any such stop order or any such suspension and, if issuedany such order is issued or any such suspension occurs, to obtain the withdrawal of such order or suspension, as soon as the case may be, at the earliest possible its withdrawal. The Company will not file any amendment to the Registration Statement or supplement to the Prospectus without your prior consent. The Company shall prepare and file with the Commission, promptly upon your request, any amendment to the Registration Statement or supplement to the Prospectus that may be necessary or advisable in connection with the distribution of the Stock by you, and use its best efforts to cause the same to become effective as promptly as possiblemoment. (iid) The Company shallIf, during the period of at any time when a Prospectus prospectus relating to the Stock Offered Securities is (or but for the exemption in Rule 172 would be) required to be delivered under the Act or Canadian Securities Laws in connection with sales by any Underwriter or dealer, any event occurs as a result of which the U.S. Prospectus or Canadian Prospectus as each is 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 U.S. Prospectus or amend or supplement the Canadian Prospectus to comply with the Act or Canadian Securities Laws, the Company will promptly notify the Representatives of such event and will promptly prepare and file with the Commission and the RulesCanadian Securities Commission, comply with all requirements imposed by the Securities Act and the Rules as is necessary to permit the continuance of sales of or dealings in the Stock in accordance with the provisions hereof and of the Prospectus. The Company consents to the use of the Prospectus included in the Registration Statement or any at its own expense, an amendment or supplement thereto by which will correct such statement or omission or an amendment which will effect such compliance. Neither the several Underwriters and by all dealers to whom Representatives’ consent to, nor the Stock may be soldUnderwriters’ delivery of, in connection with the offering any such amendment or sale supplement shall constitute a waiver of any of the Stock and for such period of time thereafter as the Prospectus is required by law to be delivered conditions set forth in connection therewithSection 7. (iiie) As soon as practicable, but not later than the Availability Date (as defined below), the Company will make generally available to its security holders in the manner contemplated by Rule 158(b) of the Securities Act securityholders an earning earnings statement covering a period of at least 12 months beginning after the Effective Date that of the Initial Registration Statement (or, if later, the Effective Date of the Additional Registration Statement) which will satisfy the provisions of Section 11(a) of the Securities Act. For purposes 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 the such Effective Date, except that, if such fourth fiscal quarter is the last quarter of the Company's ’s fiscal year, "“Availability Date" ” means the 90th day after the end of such fourth fiscal quarter.

Certain Agreements of the Company and the Selling Shareholders. (a) The Company covenants and agrees with each Underwriter the several Underwriters and the Selling Shareholders that: (ia) The Company will use its best efforts to cause the Registration Statement, and any amendment thereof, if not effective at the Execution Time, to become effective as promptly as possible. If the Effective Time of the Initial Registration Statement has become or becomes effective pursuant is prior to Rule 430A, or filing the execution and delivery of the Prospectus is otherwise required under Rule 424(b)this Agreement, the Company will file the ProspectusProspectus with the Commission pursuant to and in accordance with subparagraph (1) (or, properly completedif applicable and if consented to by CSFBC, subparagraph (4)) of Rule 424(b) not later than the earlier of (A) the second business day following the execution and delivery of this Agreement or (B) the fifteenth business day after the Effective Date of the Initial Registration Statement. The Company will advise CSFBC promptly of any such filing pursuant to Rule 424(b). If the Effective Time of the Initial Registration Statement is prior to the execution and delivery of this Agreement and an additional registration statement is necessary to register a portion of the Shares under the Act but the Effective Time thereof has not occurred as of such execution and delivery, 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) within on or prior to 10:00 P.M., New York time, on the date of this Agreement or, if earlier, on or prior to the time period prescribed the Prospectus is printed and distributed to any Underwriter, or will provide evidence satisfactory make such filing at such later date as shall have been consented to you of such timely filing. by CSFBC. (b) The Company will advise CSFBC promptly advise you (A) when of any proposal to amend or supplement the initial or any additional registration statement as filed or the related prospectus or the Initial Registration Statement, the Additional Registration Statement shall have become effective, (Bif any) when any or the Prospectus and will not effect such amendment thereof shall have become effective, or supplementation without CSFBC's consent; and the Company will also advise CSFBC promptly of the effectiveness of each Registration Statement (Cif its Effective Time is subsequent to the execution and delivery of this Agreement) and of any request by the Commission for any amendment or supplement supplementation of the a Registration Statement or the Prospectus or for any additional information, (D) and of the issuance institution by the Commission of any stop order suspending the effectiveness proceedings in respect of the a Registration Statement or and will use its best efforts to prevent the institution or threatening issuance of any proceeding for that purpose and (E) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Stock for sale in any jurisdiction or the initiation or threatening of such stop order or suspension and, if issued, and to obtain as soon as possible its withdrawal. The lifting, if issued. (c) If, at any time when a prospectus relating to the Shares is required to be delivered under the Act in connection with sales by any Underwriter or dealer, any event occurs as a result of which the 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 Prospectus to comply with the Act, the Company will not file any amendment to the Registration Statement or supplement to the Prospectus without your prior consent. The Company shall promptly notify CSFBC of such event and will promptly prepare and file with the Commission, promptly upon your requestat its own expense, an amendment or supplement which will correct such statement or omission or an amendment which will effect such compliance. Neither CSFBC's consent to, nor the Underwriters' delivery of, any such amendment to the Registration Statement or supplement to the Prospectus that may be necessary or advisable in connection with the distribution shall constitute a waiver of any of the Stock by you, and use its best efforts to cause the same to become effective as promptly as possibleconditions set forth in Section 6. (ii) The Company shall, during the period of time when a Prospectus relating to the Stock is required to be delivered under the Securities Act and the Rules, comply with all requirements imposed by the Securities Act and the Rules as is necessary to permit the continuance of sales of or dealings in the Stock in accordance with the provisions hereof and of the Prospectus. The Company consents to the use of the Prospectus included in the Registration Statement or any amendment or supplement thereto by the several Underwriters and by all dealers to whom the Stock may be sold, in connection with the offering or sale of the Stock and for such period of time thereafter as the Prospectus is required by law to be delivered in connection therewith. (iiid) As soon as practicable, but not later than the Availability Date (as defined below), the Company will make generally available to its security holders in the manner contemplated by Rule 158(b) of the Securities Act an earning statement covering a period of at least 12 months beginning after the Effective Date that will satisfy the provisions of Section 11(a) of the Securities Act. For purposes of the preceding sentence, "Availability Date" means the 45th day after the end of the fourth fiscal quarter following the fiscal quarter that includes the Effective Date, except that, if such fourth fiscal quarter is the last quarter of the Company's fiscal year, "Availability Date" means the 90th day after the end of such fourth fiscal quarter.will

Certain Agreements of the Company and the Selling Shareholders. (a) The Company covenants and, as specifically set forth below, the Selling Shareholders, severally and agrees not jointly, each with each Underwriter respect to themselves agree with the several Underwriters that: (ia) The Company will use its best efforts to cause the Registration Statement, and any amendment thereof, if not effective at the Execution Time, to become effective as promptly as possible. If the Effective Time of the Initial Registration Statement has become or becomes effective pursuant is prior to Rule 430A, or filing the execution and delivery of the Prospectus is otherwise required under Rule 424(b)this Agreement, the Company will file the ProspectusProspectus with the Commission pursuant to and in accordance with subragraph (1) (or, properly completedif applicable and if consented to by CSFBC, subparagraph (4)) of Rule 424(b) not later than the earlier of (A) the second business day following the execution and delivery of this Agreement or (B) the fifteenth business day after the Effective Date of the Initial Registration Statement. The Company will advise CSFBC promptly of any such filing pursuant to Rule 424(b). If the Effective Time of the Initial Registration Statement is prior to the execution and delivery of this Agreement and 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 such execution and delivery, 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) within on or prior to 10:00 P.M., New York time, on the date of this Agreement or, if earlier, on or prior to the time period prescribed the Prospectus is printed and distributed to any Underwriter, or will provide evidence satisfactory make such filing at such later date as shall have been consented to you of such timely filing. by CSFBC. (b) The Company will advise CSFBC promptly advise you (A) when of any proposal to amend or supplement the initial or any additional registration statement as filed or the related prospectus or the Initial Registration Statement, the Additional Registration Statement shall have become effective, (Bif any) when any or the Prospectus and will not effect such amendment thereof shall have become effective, or supplementation without CSFBC's consent (Cnot to be unreasonably withheld); and the Company will also advise CSFBC promptly of the effectiveness of each Registration Statement (if its Effective Time is subsequent to the execution and delivery of this Agreement) and of any request by the Commission for any amendment or supplement supplementation of the a Registration Statement or the Prospectus or for any additional information, (D) and of the issuance institution by the Commission of any stop order suspending the effectiveness proceedings in respect of the a Registration Statement or and will use its best efforts to prevent the institution or threatening issuance of any proceeding for that purpose and (E) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Stock for sale in any jurisdiction or the initiation or threatening of such stop order or suspension and, if issued, and to obtain as soon as possible its withdrawal. The lifting, if issued. (c) If, at any time when a prospectus relating to the Offered Securities is 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 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 Prospectus to comply with the Act, the Company will not file any amendment to the Registration Statement or supplement to the Prospectus without your prior consent. The Company shall promptly notify CSFBC of such event and will promptly prepare and file with the Commission, promptly upon your requestat its own expense, an amendment or supplement which will correct such statement or omission or an amendment which will effect such compliance. Neither CSFBC's consent to, nor the Underwriters' delivery of, any such amendment to the Registration Statement or supplement to the Prospectus that may be necessary or advisable in connection with the distribution shall constitute a waiver of any of the Stock by you, and use its best efforts to cause the same to become effective as promptly as possibleconditions set forth in Section 6. (ii) The Company shall, during the period of time when a Prospectus relating to the Stock is required to be delivered under the Securities Act and the Rules, comply with all requirements imposed by the Securities Act and the Rules as is necessary to permit the continuance of sales of or dealings in the Stock in accordance with the provisions hereof and of the Prospectus. The Company consents to the use of the Prospectus included in the Registration Statement or any amendment or supplement thereto by the several Underwriters and by all dealers to whom the Stock may be sold, in connection with the offering or sale of the Stock and for such period of time thereafter as the Prospectus is required by law to be delivered in connection therewith. (iiid) As soon as practicable, but not later than the Availability Date (as defined below), the Company will make generally available to its security holders in the manner contemplated by Rule 158(b) of the Securities Act securityholders an earning earnings statement covering a period of at least 12 months beginning after the Effective Date that of the Initial Registration Statement (or, if later, the Effective Date of the Additional Registration Statement) which will satisfy the provisions of Section 11(a) of the Securities Act. For purposes 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 the such Effective Date, except that, if such fourth fiscal quarter is the last quarter of the Company's fiscal year, "Availability Date" means the 90th day after the end of such fourth fiscal quarter.

Certain Agreements of the Company and the Selling Shareholders. (a) The Company covenants and agrees with each Underwriter the several Underwriters and the Selling Shareholders that: (ia) If the Effective Time of the Initial Registration Statement is prior to the execution and delivery of this Agreement, the Company will file with the Commission pursuant to and in accordance with subparagraph (1) (or, if applicable and if consented to by CSFBC, subparagraph (4)) of Rule 424(b) not later than the earlier of (A) the second business day following the execution and delivery of this Agreement or (B) the fifteenth business day after the Effective Date of the Initial Registration Statement. The Company will use its best efforts advise CSFBC promptly of any such filing pursuant to cause the Registration Statement, and any amendment thereof, if not effective at the Execution Time, to become effective as promptly as possibleRule 424(b). If the Effective Time of the Initial Registration Statement has become or becomes effective pursuant is prior to Rule 430A, or filing the execution and delivery of this Agreement and an additional registration statement is necessary to register a portion of the Prospectus is otherwise required Offered Securities under Rule 424(b)the Act but the Effective Time thereof has not occurred as of such execution and delivery, the Company will file the Prospectusadditional registration statement or, properly completedif filed, will file a post-effective amendment thereto with the Commission pursuant to and in accordance with Rule 424(b462(b) within on or prior to 10:00 P.M., New York time, on the date of this Agreement or, if earlier, on or prior to the time period prescribed the Prospectuses are printed and distributed to any Underwriter or Manager, or will provide evidence satisfactory make such filing at such later date as shall have been consented to you of such timely filing. by CSFBC. (b) The Company will advise CSFBC promptly advise you (A) when of any proposal to amend or supplement the initial or any additional registration statement as filed or the related prospectus or the Initial Registration Statement, the Additional Registration Statement shall have become effective, (Bif any) when any or either of the Prospectuses and will not effect such amendment thereof shall have become effective, or supplementation without CSFBC's prior consent; and the Company will also advise CSFBC promptly of the effectiveness of each Registration Statement (Cif its Effective Time is subsequent to the execution and delivery of this Agreement) and of any request by the Commission for any amendment or supplement supplementation of the a Registration Statement or the Prospectus or for any additional information, (D) either of the issuance Prospectuses and of the institution by the Commission of any stop order suspending the effectiveness proceedings in respect of the a Registration Statement or and will use its best efforts to prevent the institution or threatening issuance of any proceeding for that purpose and (E) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Stock for sale in any jurisdiction or the initiation or threatening of such stop order or suspension and, if issued, and to obtain as soon as possible its withdrawal. The Company will not file any amendment to the Registration Statement or supplement to the Prospectus without your prior consent. The Company shall prepare and file with the Commissionlifting, promptly upon your request, any amendment to the Registration Statement or supplement to the Prospectus that may be necessary or advisable in connection with the distribution of the Stock by you, and use its best efforts to cause the same to become effective as promptly as possibleif issued. (iic) The Company shallIf, during the period of at any time when a Prospectus prospectus relating to the Stock Offered Securities is required to be delivered under the Securities Act and in connection with sales by any Underwriter or dealer, any event occurs as a result of which either of both of the RulesProspectuses 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 either or both of the Prospectuses to comply with all requirements imposed by the Securities Act Act, the Company will promptly notify CSFBC of such event and the Rules as is necessary to permit the continuance of sales of or dealings will promptly prepare and, in the Stock in accordance case of the U.S. Prospectus, file with the provisions hereof and of the Prospectus. The Company consents to the use of the Prospectus included in the Registration Statement or any Commission, at its own expense, an amendment or supplement thereto by which will correct such statement or omission or an amendment which will effect such compliance. Neither CSFBC's consent to, nor the several Underwriters and by all dealers to whom the Stock may be soldUnderwriters' delivery of, in connection with the offering any such amendment or sale supplement shall constitute a waiver of any of the Stock and for such period of time thereafter as the Prospectus is required by law to be delivered conditions set forth in connection therewithSection 6. (iiid) As soon as practicable, but not later than the Availability Date (as defined below), the Company will make generally available to its security holders in the manner contemplated by Rule 158(b) of the Securities Act securityholders an earning earnings statement covering a period of at least 12 months beginning after the Effective Date that of the Initial Registration Statement (or, if later, the Effective Date of the Additional Registration Statement) which will satisfy the provisions of Section 11(a) of the Securities Act. For purposes 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 the such Effective Date, except that, if such fourth fiscal quarter is the last quarter of the Company's fiscal year, "Availability Date" means the 90th day after the end of such fourth fiscal quarter.

Certain Agreements of the Company and the Selling Shareholders. (a) The Company covenants and agrees with each Underwriter the several Underwriters and the Selling Shareholders and, with respect to the last sentence of clause (j) and clauses (k) and (l) below, the Selling Shareholders agree with the Company and the several Underwriters that: (ia) The Company will use its best efforts to cause the Registration Statement, and any amendment thereof, if not effective at the Execution Time, to become effective as promptly as possible. If the Effective Time of the Initial Registration Statement has become or becomes effective pursuant is prior to Rule 430A, or filing the execution and delivery of the Prospectus is otherwise required under Rule 424(b)this Agreement, the Company will file the ProspectusProspectus with the Commission pursuant to and in accordance with subparagraph (1) (or, properly completedif applicable and if consented to by CSFBC, subparagraph (4)) of Rule 424(b) not later than the earlier of (A) the second business day following the execution and delivery of this Agreement or (B) the fifteenth business day after the Effective Date of the Initial Registration Statement. The Company will advise CSFBC promptly of any such filing pursuant to Rule 424(b) within ). If the time period prescribed and will provide evidence satisfactory to you Effective Time of such timely filing. The Company will promptly advise you (A) when the Initial Registration Statement shall have become effective, (B) when any amendment thereof shall have become effective, (C) of any request by the Commission for any amendment or supplement of the Registration Statement or the Prospectus or for any additional information, (D) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the institution or threatening of any proceeding for that purpose and (E) of the receipt by the Company of any notification with respect is prior to the suspension execution and delivery of the qualification of the Stock for sale in any jurisdiction or the initiation or threatening of such stop order or suspension and, if issued, to obtain as soon as possible its withdrawal. The Company will not file any amendment to the Registration Statement or supplement to the Prospectus without your prior consent. The Company shall prepare this Agreement and file with the Commission, promptly upon your request, any amendment to the Registration Statement or supplement to the Prospectus that may be necessary or advisable in connection with the distribution of the Stock by you, and use its best efforts to cause the same to become effective as promptly as possible. (ii) The Company shall, during the period of time when a Prospectus relating to the Stock is required to be delivered under the Securities Act and the Rules, comply with all requirements imposed by the Securities Act and the Rules as an additional registration statement is necessary to permit the continuance of sales of or dealings in the Stock in accordance with the provisions hereof and register a portion of the Prospectus. The Company consents to Offered Securities under the use Act but the Effective Time thereof has not occurred as of the Prospectus included in the Registration Statement or any amendment or supplement thereto by the several Underwriters such execution and by all dealers to whom the Stock may be sold, in connection with the offering or sale of the Stock and for such period of time thereafter as the Prospectus is required by law to be delivered in connection therewith. (iii) As soon as practicable, but not later than the Availability Date (as defined below)delivery, the Company will make generally available to its security holders in file the manner contemplated by Rule 158(b) of the Securities Act an earning additional registration statement covering a period of at least 12 months beginning after the Effective Date that will satisfy the provisions of Section 11(a) of the Securities Act. For purposes of the preceding sentence, "Availability Date" means the 45th day after the end of the fourth fiscal quarter following the fiscal quarter that includes the Effective Date, except thator, 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 time, on the date of this Agreement or, if earlier, on or prior to the time the Prospectus is printed and distributed to any Underwriter, or will make such fourth fiscal quarter is filing at such later date as shall have been consented to by CSFBC. (b) The Company will advise CSFBC promptly of any proposal to amend or supplement the last quarter of initial or any additional registration statement as filed or the Companyrelated prospectus or the Initial Registration Statement, the Additional Registration Statement (if any) or the Prospectus and will not effect such amendment or supplementation without CSFBC's fiscal yearprior consent, "Availability Date" means the 90th day after the end of such fourth fiscal quarter.which consent shall not

Certain Agreements of the Company and the Selling Shareholders. (a) The Company covenants and agrees with each Underwriter the several Underwriters and the Selling Shareholders that: (ia) The Company will use its best efforts to cause the Registration Statement, and any amendment thereof, if not effective at the Execution Time, to become effective as promptly as possible. If the Effective Time of the Initial Registration Statement has become or becomes effective pursuant is prior to Rule 430A, or filing the execution and delivery of the Prospectus is otherwise required under Rule 424(b)this Agreement, the Company will file the Prospectus, properly completed, Prospectus with the Commission pursuant to and in accordance with 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 Date of the Initial Registration Statement. The Company will advise the Representative promptly of any such filing pursuant to Rule 424(b). If the Effective Time of the Initial Registration Statement is prior to the execution and delivery of this Agreement and 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 such execution and delivery, 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) within on or prior to 10:00 P.M., New York time, on the date of this Agreement or, if earlier, on or prior to the time period prescribed the Prospectus is printed and distributed to any Underwriter, or will provide evidence satisfactory make such filing at such later date as shall have been consented to you of such timely filing. by the Representative. (b) The Company will advise the Representative promptly advise you (A) when of any proposal to amend or supplement the initial or any additional registration statement as filed or the related prospectus or the Initial Registration Statement, the Additional Registration Statement (if any) or the Prospectus or the ADS Registration Statement and will not effect such amendment or supplementation without the Representative’ prior consent which shall have become effective, not be unreasonably withheld; and the Company will also advise the Representative promptly of the effectiveness of each Registration Statement (Bif its Effective Time is subsequent to the execution and delivery of this Agreement) when any amendment thereof shall have become effective, and the ADS Registration Statement (Cif its Effective Time is subsequent to the execution and delivery of this Agreement) and of any request by the Commission for any amendment or supplement supplementation of the a Registration Statement or the Prospectus or for any additional information, (D) the ADS Registration Statement and of the issuance institution by the Commission of any stop order suspending the effectiveness proceedings in respect of the a Registration Statement or the institution or threatening ADS Registration Statement and will use its best efforts to prevent the issuance of any proceeding for that purpose and (E) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Stock for sale in any jurisdiction or the initiation or threatening of such stop order or suspension and, if issued, and to obtain as soon as possible its withdrawal. The Company will not file any amendment to the Registration Statement or supplement to the Prospectus without your prior consent. The Company shall prepare and file with the Commissionlifting, promptly upon your request, any amendment to the Registration Statement or supplement to the Prospectus that may be necessary or advisable in connection with the distribution of the Stock by you, and use its best efforts to cause the same to become effective as promptly as possibleif issued. (iic) The Company shallIf, during the period of at any time when a Prospectus prospectus relating to the Stock Offered Securities is required to be delivered under the Securities Act and in connection with sales by any Underwriter or dealer, any event occurs as a result of which the RulesProspectus 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 Prospectus to comply with all requirements imposed by the Securities Act Act, the Company will promptly notify the Representative of such event and will promptly prepare and make the Rules as is necessary to permit filings with the continuance of sales of or dealings relevant authority (in the Stock in accordance with the provisions hereof and case of the Prospectus. The Company consents to , file with the use of the Prospectus included in the Registration Statement or any Commission), at its own expense, an amendment or supplement thereto by which will correct such statement or omission or an amendment which will effect such compliance. Neither the several Underwriters and by all dealers to whom Representative’ consent to, nor the Stock may be soldUnderwriters’ delivery of, in connection with the offering any such amendment or sale supplement shall constitute a waiver of any of the Stock and for such period of time thereafter as the Prospectus is required by law to be delivered conditions set forth in connection therewithSection 6. (iiid) As soon as practicable, but not later than the Availability Date (as defined below), the Company will make generally available to its security holders in the manner contemplated by Rule 158(b) of the Securities Act shareholders an earning earnings statement covering a period of at least 12 months beginning after the Effective Date that of the Initial Registration Statement (or, if later, the Effective Date of the Additional Registration Statement) which will satisfy the provisions of Section 11(a) of the Securities Act. For purposes 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 the such Effective Date, except that, if such fourth fiscal quarter is the last quarter of the Company's ’s fiscal year, "“Availability Date" ” means the 90th day after the end of such fourth fiscal quarter.

Certain Agreements of the Company and the Selling Shareholders. (a) The Company covenants and agrees with each Underwriter the several Underwriters and the Selling Shareholders that: (i) The Company has filed or will use its best efforts file each Statutory Prospectus pursuant to cause the Registration Statement, and any amendment thereofin accordance with Rule 424(b)(1) (or, if applicable and consented to by CSS, subparagraph (4)) not effective at later than the Execution Time, to become effective as promptly as possible. second business day following the earlier of the date it is first used or the date of this Agreement. (ii) If the Effective Time of the Initial Registration Statement has become or becomes effective pursuant is prior to Rule 430A, or filing the execution and delivery of the Prospectus is otherwise required under Rule 424(b)this Agreement, the Company will file the ProspectusProspectus with the Commission pursuant to and in accordance with subparagraph (1) (or, properly completedif applicable and if consented to by CSS, which consent shall not be unreasonably withheld or delayed, subparagraph (4)) of Rule 424(b) not later than the earlier of (A) the second business day following the execution and delivery of this Agreement or (B) the fifteenth business day after the Effective Date of the Initial Registration Statement. The Company will advise CSS promptly of any such filing pursuant to Rule 424(b). If the Effective Time of the Initial Registration Statement is prior to the execution and delivery of this Agreement and 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 such execution and delivery, 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) within on or prior to 10:00 P.M., New York time, on the date of this Agreement or, if earlier, on or prior to the time period prescribed the Prospectus is printed and distributed to any Underwriter, or will provide evidence satisfactory make such filing at such later date as shall have been consented to you of such timely filing. by CSS, which consent shall not be unreasonably withheld or delayed. (iii) The Company will advise the Representatives promptly advise you (A) when of any proposal to amend or supplement the initial or any additional registration statement as filed or the related prospectus or the Initial Registration Statement, the Additional Registration Statement shall have become effective, (Bif any) when or any Statutory Prospectus and will not effect such amendment thereof shall have become effective, or supplementation without the Representative’s consent; and the Company will also advise the Representatives promptly of the effectiveness of each Registration Statement (Cif its Effective Time is subsequent to the execution and delivery of this Agreement) and of any request by the Commission for any amendment or supplement supplementation of the a Registration Statement or the any Statutory Prospectus or for any additional information, (D) and of the issuance institution by the Commission of any stop order suspending the effectiveness proceedings in respect of the a Registration Statement or and will use its reasonable best efforts to prevent the institution or threatening issuance of any proceeding for that purpose and (E) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Stock for sale in any jurisdiction or the initiation or threatening of such stop order or suspension and, if issued, and to obtain as soon as possible its withdrawal. The lifting, if issued. (iv) 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 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 Prospectus to comply with the Act, the Company will not file any amendment to promptly notify the Registration Statement or supplement to the Prospectus without your prior consent. The Company shall Representatives of such event and will promptly prepare and file with the Commission, promptly upon your requestat its own expense, 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 to the Registration Statement or supplement to the Prospectus that may be necessary or advisable in connection with the distribution shall constitute a waiver of any of the Stock by you, and use its best efforts to cause the same to become effective as promptly as possibleconditions set forth in Section 7. (ii) The Company shall, during the period of time when a Prospectus relating to the Stock is required to be delivered under the Securities Act and the Rules, comply with all requirements imposed by the Securities Act and the Rules as is necessary to permit the continuance of sales of or dealings in the Stock in accordance with the provisions hereof and of the Prospectus. The Company consents to the use of the Prospectus included in the Registration Statement or any amendment or supplement thereto by the several Underwriters and by all dealers to whom the Stock may be sold, in connection with the offering or sale of the Stock and for such period of time thereafter as the Prospectus is required by law to be delivered in connection therewith. (iiiv) As soon as practicable, but not later than the Availability Date (as defined below), the Company will make generally available to its security holders in the manner contemplated by Rule 158(b) of the Securities Act securityholders an earning earnings statement covering a period of at least 12 months beginning after the Effective Date that of the Initial Registration Statement (or, if later, the Effective Date of the Additional Registration Statement) which will satisfy the provisions of Section 11(a) of the Securities Act. For purposes 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 the such Effective Date, except that, if such fourth fiscal quarter is the last quarter of the Company's ’s fiscal year, "“Availability Date" ” means the 90th day after the end of such fourth fiscal quarter.

Certain Agreements of the Company and the Selling Shareholders. (a) The Company and the Selling Shareholders, to the extent such covenants and agrees relate to their performance, agree with each the several Underwriter that: (ia) The Company will use its best efforts to cause the Registration Statement, and any amendment thereof, if not effective at the Execution Time, to become effective as promptly as possible. If the Effective Time of the Initial Registration Statement has become or becomes effective pursuant is prior to Rule 430A, or filing the execution and delivery of the Prospectus is otherwise required under Rule 424(b)this Agreement, the Company will file the ProspectusProspectus with the Commission pursuant to and in accordance with subparagraph (1) (or, properly completedif applicable and if consented to by the Underwriter, subparagraph (4)) of Rule 424(b) not later than the earlier of (A) the second business day following the execution and delivery of this Agreement or (B) the fifteenth business day after the Effective Date of the Initial Registration Statement. The Company will advise the Underwriter promptly of any such filing pursuant to Rule 424(b). If the Effective Time of the Initial Registration Statement is prior to the execution and delivery of this Agreement and 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 such execution and delivery, 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) within on or prior to 10:00 A.M., New York time, on the business day following the date of this Agreement or, if earlier, on or prior to the time period prescribed the Prospectus is printed and distributed to any Underwriter, or will provide evidence satisfactory make such filing at such later date as shall have been consented to you of such timely filing. by the Underwriter. (b) The Company will advise the Underwriter promptly advise you (A) when of any proposal to amend or supplement the initial or any additional registration statement as filed or the related prospectus or the Initial Registration Statement, the Additional Registration Statement shall have become effective, (Bif any) when any or the Prospectus and will not effect such amendment thereof shall have become effective, or supplementation without the Underwriter's consent; and the Company will also advise the Underwriter promptly of the effectiveness of each Registration Statement (Cif its Effective Time is subsequent to the execution and delivery of this Agreement) and of any request by the Commission for any amendment or supplement supplementation of the a Registration Statement or the Prospectus or for any additional information, (D) and of the issuance institution by the Commission of any stop order suspending the effectiveness proceedings in respect of the a Registration Statement or and will use its best efforts to prevent the institution or threatening issuance of any proceeding for that purpose and (E) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Stock for sale in any jurisdiction or the initiation or threatening of such stop order or suspension and, if issued, and to obtain as soon as possible its withdrawal. The lifting, if issued. (c) If, at any time when a prospectus relating to the Offered Securities is required to be delivered under the Act in connection with sales by the Underwriter or dealer, any event occurs as a result of which the 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 Prospectus to comply with the Act, the Company will not file any amendment to promptly notify the Registration Statement or supplement to the Prospectus without your prior consent. The Company shall Underwriter of such event and will promptly prepare and file with the Commission, promptly upon your requestat its own expense, an amendment or supplement which will correct such statement or omission or an amendment which will effect such compliance. Neither the Underwriter's consent to, nor the Underwriter's delivery of, any such amendment to the Registration Statement or supplement to the Prospectus that may be necessary or advisable in connection with the distribution shall constitute a waiver of any of the Stock by you, and use its best efforts to cause the same to become effective as promptly as possibleconditions set forth in Section 6. (ii) The Company shall, during the period of time when a Prospectus relating to the Stock is required to be delivered under the Securities Act and the Rules, comply with all requirements imposed by the Securities Act and the Rules as is necessary to permit the continuance of sales of or dealings in the Stock in accordance with the provisions hereof and of the Prospectus. The Company consents to the use of the Prospectus included in the Registration Statement or any amendment or supplement thereto by the several Underwriters and by all dealers to whom the Stock may be sold, in connection with the offering or sale of the Stock and for such period of time thereafter as the Prospectus is required by law to be delivered in connection therewith. (iiid) As soon as practicable, but not later than the Availability Date (as defined below), the Company will make generally available to its security holders in the manner contemplated by Rule 158(b) of the Securities Act securityholders an earning earnings statement covering a period of at least 12 months beginning after the Effective Date that of the Initial Registration Statement (or, if later, the Effective Date of the Additional Registration Statement) which will satisfy the provisions of Section 11(a) of the Securities Act. For purposes the purpose of the preceding sentence, "Availability DateAVAILABILITY DATE" means the 45th day after the end of the fourth fiscal quarter following the fiscal quarter that includes the such Effective Date, except that, if such fourth fiscal quarter is the last quarter of the Company's fiscal year, "Availability Date" means the 90th day after the end of such fourth fiscal quarter.the

Certain Agreements of the Company and the Selling Shareholders. The Company agrees with the several Underwriters and the Selling Shareholders that: (a) The Company covenants will file the U.S. Prospectus with the Commission pursuant to and agrees in accordance with each Underwriter that:subparagraph (1) (or, if applicable and if consented to by the Representatives, subparagraph (4)) of Rule 424(b) not later than the earlier of (A) the second business day following the execution and delivery of this Agreement or (B) the fifteenth business day after the Effective Date of the Initial Registration Statement. The Company will advise the Representatives promptly of any such filing pursuant to Rule 424(b). 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 time, on the date of this Agreement or, if earlier, on or prior to the time the U.S. Prospectus is printed and distributed to any Underwriter, or will make such filing at such later date as shall have been consented to by the Representatives. (ib) The Company will use its best efforts to cause file the Registration Statementsupplemented Canadian Prospectus (containing the PREP information) in accordance with the PREP procedures with each of the Canadian Securities Commissions not later than 8:00 A.M. New York time on the first business day following the execution of this Agreement and take all other steps and proceedings that may be necessary to qualify the Offered Securities for distribution and sale to the public in each of the Qualifying Jurisdictions through investment dealers or brokers registered under the applicable laws of such jurisdictions who have complied with the relevant provisions of such applicable laws, and any amendment promptly advise the Representatives after it receives notice thereof, if not effective at the Execution Time, to become effective as promptly as possible. If the Registration Statement has become or becomes effective pursuant to Rule 430A, or filing of the Prospectus is otherwise required under Rule 424(b), the Company will file the Prospectus, properly completed, pursuant to Rule 424(b) within the time period prescribed and will provide evidence satisfactory to you of such timely filing. The Company will promptly advise you (A) when the Registration Statement shall have become effective, (B) when any amendment thereof shall have become effective, (C) of any request by the Commission for any amendment or supplement to the Canadian Prospectus has been filed and to furnish the Representatives with copies thereof (in the English and French languages) and to deliver to the Representatives all signed and certified copies of any such amended supplemented Canadian Prospectus in the English and French languages. (c) The Company will advise the Representatives promptly of any proposal to amend or supplement at any time the Initial Registration Statement, any Additional Registration Statement, any Statutory Prospectus, the Canadian Prospectus or any other part of the Public Record and will not effect such amendment or supplementation without the Representatives’ consent; and the Company will also advise the Representatives promptly of the effectiveness of any Additional Registration Statement (if its Effective Time is subsequent to the execution and delivery of this Agreement) and of any amendment or supplementation of a Registration Statement or the any Statutory Prospectus or for any additional information, (D) and of the issuance institution by the Commission of any stop order suspending proceedings in respect of a Registration Statement and will use its best efforts to prevent the effectiveness issuance of any such stop order and to obtain as soon as possible its lifting, if issued. The Company will advise the Representatives, promptly after receiving notice or obtaining knowledge, of the Registration Statement issuance by the applicable Canadian Securities Commission or the institution or threatening Toronto Stock Exchange of any proceeding for that purpose and (E) order suspending or preventing the use of a Canadian Preliminary Prospectus or the receipt by the Company of any notification with respect to Canadian Prospectus, the suspension of the qualification of the Stock Offered Securities for offering or sale in any jurisdiction of the Qualifying Jurisdictions; the institution, threatening or contemplation of any proceeding for any of those purposes or any requests made by any Canadian Securities Commission or the initiation Toronto Stock Exchange for amending or threatening supplementing the Canadian Prospectus or for additional information, and the Company will make every commercially reasonable effort to prevent the issuance of any such stop order or any such suspension and, if issuedany such order is issued or any such suspension occurs, to obtain the withdrawal of such order or suspension, as soon as the case may be, at the earliest possible its withdrawal. The Company will not file any amendment to the Registration Statement or supplement to the Prospectus without your prior consent. The Company shall prepare and file with the Commission, promptly upon your request, any amendment to the Registration Statement or supplement to the Prospectus that may be necessary or advisable in connection with the distribution of the Stock by you, and use its best efforts to cause the same to become effective as promptly as possiblemoment. (iid) The Company shallIf, during the period of at any time when a Prospectus prospectus relating to the Stock Offered Securities is (or but for the exemption in Rule 172 would be) required to be delivered under the Act or Canadian Securities Laws in connection with sales by any Underwriter or dealer, any event occurs as a result of which the U.S. Prospectus or Canadian Prospectus as each is 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 U.S. Prospectus or amend or supplement the Canadian Prospectus to comply with the Act or Canadian Securities Laws, the Company will promptly notify the Representatives of such event and will promptly prepare and file with the Commission and the RulesCanadian Securities Commission, comply with all requirements imposed by the Securities Act and the Rules as is necessary to permit the continuance of sales of or dealings in the Stock in accordance with the provisions hereof and of the Prospectus. The Company consents to the use of the Prospectus included in the Registration Statement or any at its own expense, an amendment or supplement thereto by which will correct such statement or omission or an amendment which will effect such compliance. Neither the several Underwriters and by all dealers to whom Representatives’ consent to, nor the Stock may be soldUnderwriters’ delivery of, in connection with the offering any such amendment or sale supplement shall constitute a waiver of any of the Stock and for such period of time thereafter as the Prospectus is required by law to be delivered conditions set forth in connection therewithSection 7. (iiie) As soon as practicable, but not later than the Availability Date (as defined below), the Company will make generally available to its security holders in the manner contemplated by Rule 158(b) of the Securities Act securityholders an earning earnings statement covering a period of at least 12 months beginning after the Effective Date that of the Initial Registration Statement (or, if later, the Effective Date of the Additional Registration Statement) which will satisfy the provisions of Section 11(a) of the Securities Act. For purposes 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 the such Effective Date, except that, if such fourth fiscal quarter is the last quarter of the Company's ’s fiscal year, "“Availability Date" ” means the 90th day after the end of such fourth fiscal quarter.

Certain Agreements of the Company and the Selling Shareholders. (a) The Company covenants and agrees with each Underwriter the several Underwriters and the Selling Shareholders that: (i) The Company will use its best efforts to cause the Registration Statement, and any amendment thereof, if not effective at the Execution Time, to become effective as promptly as possible. If the Effective Time of the Initial Registration Statement has become or becomes effective pursuant is prior to Rule 430A, or filing the execution and delivery of the Prospectus is otherwise required under Rule 424(b)this Agreement, the Company will file the ProspectusProspectus with the Commission pursuant to and in accordance with subparagraph (1) (or, properly completedif applicable and if consented to by the representatives, subparagraph (4)) of Rule 424(b) not later than the earlier of (A) the second business day following the execution and delivery of this Agreement or (B) the fifteenth business day after the Effective Date of the Initial Registration Statement. The Company will advise the Representatives promptly of any such filing pursuant to Rule 424(b). If the Effective Time of the Initial Registration Statement is prior to the execution and delivery of this Agreement and 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 such execution and delivery, 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) within on or prior to 10:00 p.m., New York time, on the date of this Agreement or, if earlier, on or prior to the time period prescribed the Prospectus is printed and distributed to any Underwriter, or will provide evidence satisfactory make such filing at such later date as shall have been consented to you of such timely filing. by the Representatives. (ii) The Company will advise the Representatives promptly advise you (A) when of any proposal to amend or supplement the initial or any additional registration statement as filed or the related prospectus or the Initial Registration Statement, the Additional Registration Statement shall have become effective, (Bif any) when or any amendment thereof shall have become effective, (C) of any request by the Commission for any Statutory Prospectus and will not effect such amendment or supplement without the Representatives’ consent, which consent shall not be unreasonably withheld; and the Company will also advise the Representatives promptly of the effectiveness of each Registration Statement (if its Effective Time is subsequent to the execution and delivery of this Agreement) and of any amendment of or supplement to a Registration Statement or the any Statutory Prospectus or for any additional information, (D) and of the issuance institution by the Commission of any stop order suspending the effectiveness proceedings in respect of the a Registration Statement or and will use its best efforts to prevent the institution or threatening issuance of any proceeding for that purpose and (E) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Stock for sale in any jurisdiction or the initiation or threatening of such stop order or suspension and, if issued, and to obtain as soon as possible its withdrawal. The lifting, if issued. (iii) 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 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 Prospectus to comply with the Act, the Company will not file any amendment to promptly notify the Registration Statement or supplement to the Prospectus without your prior consent. The Company shall Representatives of such event and will promptly prepare and file with the Commission, promptly upon your requestat its own expense, any amendment to the Registration Statement or supplement to the Prospectus that may be necessary or advisable in connection with the distribution of the Stock by you, and use its best efforts to cause the same to become effective as promptly as possible. (ii) The Company shall, during the period of time when a Prospectus relating to the Stock is required to be delivered under the Securities Act and the Rules, comply with all requirements imposed by the Securities Act and the Rules as is necessary to permit the continuance of sales of or dealings in the Stock in accordance with the provisions hereof and of the Prospectus. The Company consents to the use of the Prospectus included in the Registration Statement or any an amendment or supplement thereto by the several Underwriters and by all dealers to whom the Stock may be sold, in connection with the offering which will correct such statement or sale of the Stock and for such period of time thereafter as the Prospectus is required by law to be delivered in connection therewith. (iii) As soon as practicable, but not later than the Availability Date (as defined below), the Company omission or an amendment which will make generally available to its security holders in the manner contemplated by Rule 158(b) of the Securities Act an earning statement covering a period of at least 12 months beginning after the Effective Date that will satisfy the provisions of Section 11(a) of the Securities Act. For purposes of the preceding sentence, "Availability Date" means the 45th day after the end of the fourth fiscal quarter following the fiscal quarter that includes the Effective Date, except that, if such fourth fiscal quarter is the last quarter of the Company's fiscal year, "Availability Date" means the 90th day after the end of such fourth fiscal quarter.effect such

Certain Agreements of the Company and the Selling Shareholders. (a) The Company and the several Selling Shareholders, to the extent such covenants and agrees relate to their performance, agree with each Underwriter the several Underwriters that: (i1) The Company will use its best efforts to cause the Registration Statement, and any amendment thereof, if not effective at the Execution Time, to become effective as promptly as possible. If the Effective Time of the Initial Registration Statement has become or becomes effective pursuant is prior to Rule 430A, or filing the execution and delivery of the Prospectus is otherwise required under Rule 424(b)this Agreement, the Company will file the ProspectusProspectus with the Commission pursuant to and in accordance with subparagraph (1) (or, properly completedif applicable and if consented to by Xxxxxx, subparagraph (4)) of Rule 424(b) not later than the earlier of (A) the second business day following the execution and delivery of this Agreement or (B) the fifteenth business day after the Effective Date of the Initial Registration Statement. The Company will advise Xxxxxx promptly of any such filing pursuant to Rule 424(b). If the Effective Time of the Initial Registration Statement is prior to the execution and delivery of this Agreement and 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 such execution and delivery, 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) within on or prior to 10:00 A.M., New York time, on the business day following the date of this Agreement or, if earlier, on or prior to the time period prescribed the Prospectus is printed and distributed to any Underwriter, or will provide evidence satisfactory make such filing at such later date as shall have been consented to you of such timely filing. by Xxxxxx. (2) The Company will advise Xxxxxx promptly advise you (A) when of any proposal to amend or supplement the initial or any additional registration statement as filed or the related prospectus or the Initial Registration Statement, the Additional Registration Statement shall have become effective, (Bif any) when any or the Prospectus and will not effect such amendment thereof shall have become effective, or supplementation without Xxxxxx'x consent; and the Company will also advise Xxxxxx promptly of the effectiveness of each Registration Statement (Cif its Effective Time is subsequent to the execution and delivery of this Agreement) and of any request by the Commission for any amendment or supplement supplementation of the a Registration Statement or the Prospectus or for any additional information, (D) and of the issuance institution by the Commission of any stop order suspending the effectiveness proceedings in respect of the a Registration Statement or and will use its best efforts to prevent the institution or threatening issuance of any proceeding for that purpose and (E) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Stock for sale in any jurisdiction or the initiation or threatening of such stop order or suspension and, if issued, and to obtain as soon as possible its withdrawal. The lifting, if issued. (3) If, at any time when a prospectus relating to the Offered Securities is 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 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 Prospectus to comply with the Act, the Company will not file any amendment to the Registration Statement or supplement to the Prospectus without your prior consent. The Company shall promptly notify Xxxxxx of such event and will promptly prepare and file with the Commission, promptly upon your requestat its own expense, an amendment or supplement which will correct such statement or omission or an amendment which will effect such compliance. Neither Xxxxxx'x consent to, nor the Underwriters' delivery of, any such amendment to the Registration Statement or supplement to the Prospectus that may be necessary or advisable in connection with the distribution shall constitute a waiver of any of the Stock by you, and use its best efforts to cause the same to become effective as promptly as possibleconditions set forth in Section 6. (ii) The Company shall, during the period of time when a Prospectus relating to the Stock is required to be delivered under the Securities Act and the Rules, comply with all requirements imposed by the Securities Act and the Rules as is necessary to permit the continuance of sales of or dealings in the Stock in accordance with the provisions hereof and of the Prospectus. The Company consents to the use of the Prospectus included in the Registration Statement or any amendment or supplement thereto by the several Underwriters and by all dealers to whom the Stock may be sold, in connection with the offering or sale of the Stock and for such period of time thereafter as the Prospectus is required by law to be delivered in connection therewith. (iii4) As soon as practicable, but not later than the Availability Date (as defined below), the Company will make generally available to its security holders in the manner contemplated by Rule 158(b) of the Securities Act securityholders an earning earnings statement covering a period of at least 12 months beginning after the Effective Date that of the Initial Registration Statement (or, if later, the Effective Date of the Additional Registration Statement) which will satisfy the provisions of Section 11(a) of the Securities Act. For purposes 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 the such Effective Date, except that, if such fourth fiscal quarter is the last quarter of the Company's fiscal year, "Availability Date" means the 90th day after the end of such fourth fiscal quarter.

Certain Agreements of the Company and the Selling Shareholders. (a) The Company covenants and agrees with each Underwriter the several Underwriters and the Selling Shareholders that: (ia) The Company will use its best efforts to cause the Registration Statement, and any amendment thereof, if not effective at the Execution Time, to become effective as promptly as possible. If the Effective Time of the Initial Registration Statement has become or becomes effective pursuant is prior to Rule 430A, or filing the execution and delivery of the Prospectus is otherwise required under Rule 424(b)this Agreement, the Company will file the ProspectusProspectus with the Commission pursuant to and in accordance with subparagraph (1) or (2) (as consented to by CSFBC) of Rule 424(b) not later than the second business day following the execution and delivery of this Agreement (or, properly completedif applicable and if consented to by CSFBC, subparagraph (4) or (5)). The Company will advise CSFBC promptly of any such filing pursuant to Rule 424(b). If the Effective Time of the Initial Registration Statement is prior to the execution and delivery of this Agreement and 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 such execution and delivery, 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) within on or prior to 10:00 P.M., New York time, on the date of this Agreement or, if earlier, on or prior to the time period prescribed the Prospectus is printed and distributed to any Underwriter, or will provide evidence satisfactory make such filing at such later date as shall have been consented to you of such timely filing. by CSFBC. (b) The Company will advise CSFBC promptly advise you (A) when of any proposal to amend or supplement the initial or any additional registration statement as filed or the related prospectus or the Initial Registration Statement, the Additional Registration Statement (if any) or the Prospectus and will not effect such amendment or supplementation without CSFBC's consent which shall have become effective, not be unreasonably withheld; and the Company will also advise CSFBC promptly of the effectiveness of each Registration Statement (Bif its Effective Time is subsequent to the execution and delivery of this Agreement) when any amendment thereof shall have become effective, (C) and of any request by the Commission for any amendment or supplement supplementation of the a Registration Statement or the Prospectus or for any additional information, (D) and of the issuance institution by the Commission of any stop order suspending the effectiveness proceedings in respect of the a Registration Statement or and will use its best efforts to prevent the institution or threatening issuance of any proceeding for that purpose and (E) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Stock for sale in any jurisdiction or the initiation or threatening of such stop order or suspension and, if issued, and to obtain as soon as possible its withdrawal. The lifting, if issued. (c) If, at any time when a prospectus relating to the Offered Securities is 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 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 Prospectus to comply with the Act, the Company will not file any amendment to the Registration Statement or supplement to the Prospectus without your prior consent. The Company shall promptly notify CSFBC of such event and will promptly prepare and file with the Commission, promptly upon your requestat its own expense, an amendment or supplement which will correct such statement or omission or an amendment which will effect such compliance. Neither CSFBC's consent to, nor the Underwriters' delivery of, any such amendment to the Registration Statement or supplement to the Prospectus that may be necessary or advisable in connection with the distribution shall constitute a waiver of any of the Stock by you, and use its best efforts to cause the same to become effective as promptly as possibleconditions set forth in Section 6. (ii) The Company shall, during the period of time when a Prospectus relating to the Stock is required to be delivered under the Securities Act and the Rules, comply with all requirements imposed by the Securities Act and the Rules as is necessary to permit the continuance of sales of or dealings in the Stock in accordance with the provisions hereof and of the Prospectus. The Company consents to the use of the Prospectus included in the Registration Statement or any amendment or supplement thereto by the several Underwriters and by all dealers to whom the Stock may be sold, in connection with the offering or sale of the Stock and for such period of time thereafter as the Prospectus is required by law to be delivered in connection therewith. (iiid) As soon as practicable, but not later than the Availability Date (as defined below), the Company will make generally available to its security holders in the manner contemplated by Rule 158(b) of the Securities Act securityholders an earning earnings statement covering a period of at least 12 months beginning after the Effective Date that of the Initial Registration Statement (or, if later, the Effective Date of the Additional Registration Statement) which will satisfy the provisions of Section 11(a) of the Securities Act. For purposes 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 the such Effective Date, except that, if such fourth fiscal quarter is the last quarter of the Company's fiscal year, "Availability Date" means the 90th day after the end of such fourth fiscal quarter.

Certain Agreements of the Company and the Selling Shareholders. (a) The Company covenants and agrees with each Underwriter the several Underwriters and the Selling Shareholders that: (i) The Company will use its best efforts to cause the Registration Statement, and any amendment thereof, if not effective at the Execution Time, to become effective as promptly as possible. If the Effective Time of the Initial Registration Statement has become or becomes effective pursuant is prior to Rule 430A, or filing the execution and delivery of the Prospectus is otherwise required under Rule 424(b)this Agreement, the Company will file the ProspectusProspectus with the Commission pursuant to and in accordance with subparagraph (1) (or, properly completedif applicable and if consented to by CSFB, subparagraph (4)) of Rule 424(b) not later than the earlier of (A) the second business day following the execution and delivery of this Agreement or (B) the fifteenth business day after the Effective Date of the Initial Registration Statement. The Company will advise CSFB promptly of any such filing pursuant to Rule 424(b). If the Effective Time of the Initial Registration Statement is prior to the execution and delivery of this Agreement and 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 such execution and delivery, 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) within on or prior to 10:00 P.M., New York time, on the date of this Agreement or, if earlier, on or prior to the time period prescribed the Prospectus is printed and distributed to any Underwriter, or will provide evidence satisfactory make such filing at such later date as shall have been consented to you of such timely filing. by CSFB. (ii) The Company will advise CSFB promptly advise you (A) when of any proposal to amend or supplement the initial or any additional registration statement as filed or the related prospectus or the Initial Registration Statement, the Additional Registration Statement shall have become effective, (Bif any) when any or the Prospectus and will not effect such amendment thereof shall have become effective, or supplementation without CSFB's consent; and the Company will also advise CSFB promptly of the effectiveness of each Registration Statement (Cif its Effective Time is subsequent to the execution and delivery of this Agreement) and of any request by the Commission for any amendment or supplement supplementation of the a Registration Statement or the Prospectus or for any additional information, (D) and of the issuance institution by the Commission of any stop order suspending the effectiveness proceedings in respect of the a Registration Statement or and will use its reasonable best efforts to prevent the institution or threatening issuance of any proceeding for that purpose and (E) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Stock for sale in any jurisdiction or the initiation or threatening of such stop order or suspension and, if issued, and to obtain as soon as possible its withdrawal. The lifting, if issued. (iii) If, at any time when a prospectus relating to the Offered Securities is 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 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 Prospectus to comply with the Act, the Company will not file any amendment to the Registration Statement or supplement to the Prospectus without your prior consent. The Company shall promptly notify CSFB of such event and will promptly prepare and file with the Commission, promptly upon your requestat its own expense, an amendment or supplement which will correct such statement or omission or an amendment which will effect such compliance. Neither CSFB's consent to, nor the Underwriters' delivery of, any such amendment to the Registration Statement or supplement to the Prospectus that may be necessary or advisable in connection with the distribution shall constitute a waiver of any of the Stock by you, and use its best efforts to cause the same to become effective as promptly as possibleconditions set forth in Section 6. (ii) The Company shall, during the period of time when a Prospectus relating to the Stock is required to be delivered under the Securities Act and the Rules, comply with all requirements imposed by the Securities Act and the Rules as is necessary to permit the continuance of sales of or dealings in the Stock in accordance with the provisions hereof and of the Prospectus. The Company consents to the use of the Prospectus included in the Registration Statement or any amendment or supplement thereto by the several Underwriters and by all dealers to whom the Stock may be sold, in connection with the offering or sale of the Stock and for such period of time thereafter as the Prospectus is required by law to be delivered in connection therewith. (iiiiv) As soon as practicable, but not later than the Availability Date (as defined below), the Company will make generally available to its security holders in the manner contemplated by Rule 158(b) of the Securities Act securityholders an earning earnings statement covering a period of at least 12 months beginning after the Effective Date that of the Initial Registration Statement (or, if later, the Effective Date of the Additional Registration Statement) which will satisfy the provisions of Section 11(a) of the Securities Act. For purposes 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 the such Effective Date, except that, if such fourth fiscal quarter is the last quarter of the Company's fiscal year, "Availability Date" means the 90th day after the end of such fourth fiscal quarter.

Certain Agreements of the Company and the Selling Shareholders. (aA) The Company covenants and agrees with each Underwriter the several Underwriters that: (ia) The Company will use its best efforts to cause the Registration Statement, and any amendment thereof, if not effective at the Execution Time, to become effective as promptly as possible. If the Registration Statement has become or becomes effective Unless filed pursuant to Rule 430A, or filing 462(c) as part of the Prospectus is otherwise required under Rule 424(b)Additional Registration Statement in accordance with the next sentence, the Company will file the Final Prospectus, properly completedin 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) within and provide satisfactory evidence to the time period prescribed and will provide evidence satisfactory to you 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 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. (b) The Company will promptly advise you (A) when the Representatives of any proposal to amend or supplement at any time the Initial Registration Statement, any Additional Registration Statement shall have become effectiveor 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), (Bii) when any amendment thereof shall have become effectiveor supplementation of a Registration Statement or any Statutory Prospectus, (Ciii) of any request by the Commission or its staff for any amendment or to any Registration Statement, for any supplement of the Registration Statement or the to any Statutory Prospectus or for any additional information, (Div) of the issuance institution by the Commission of any stop order suspending the effectiveness proceedings in respect of the a Registration Statement or the institution or threatening of any proceeding for that purpose purpose, and (Ev) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Stock for sale Offered Securities in any jurisdiction or the initiation 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 its withdrawal. The Company will not file any amendment to the Registration Statement or supplement to the Prospectus without your prior consent. The Company shall prepare and file with the Commission, promptly upon your request, any amendment to the Registration Statement or supplement to the Prospectus that may be necessary or advisable in connection with the distribution of the Stock by you, and use its best efforts to cause the same to become effective as promptly as possiblewithdrawal thereof. (iic) The Company shallIf, during the period of at any time when a Prospectus prospectus relating to the Stock Offered Securities is (or but for the exemption in Rule 172 would be) required to be delivered under the Securities Act and by any Underwriter or dealer, any event occurs as a result of which the RulesFinal 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, comply with all requirements imposed by in the Securities Act and light of the Rules as circumstances under which they were made, not misleading, or if it is necessary at any time to permit the continuance of sales of or dealings in the Stock in accordance with the provisions hereof and of the Prospectus. The Company consents to the use of the Prospectus included in 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 thereto by which will correct such statement or omission or an amendment which will effect such compliance. Neither the several Underwriters and by all dealers to whom Representatives’ consent to, nor the Stock may be soldUnderwriters’ delivery of, in connection with the offering any such amendment or sale supplement shall constitute a waiver of any of the Stock and for such period of time thereafter as the Prospectus is required by law to be delivered conditions set forth in connection therewithSection 7 hereof. (iiid) As soon as practicable, but not later than the Availability Date (as defined below), the Company will make generally available to its security holders in the manner contemplated by Rule 158(b) of the Securities Act an earning earnings statement covering a period of at least 12 months beginning after the Effective Date that 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 Securities Act and Rule 158 under the Act. For purposes 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 the such Effective DateTime, except that, if such fourth fiscal quarter is the last quarter of the Company's ’s fiscal year, "“Availability Date" ” means the 90th 120th day after the end of such fourth fiscal quarter.

Certain Agreements of the Company and the Selling Shareholders. (a) The Company covenants and agrees with each Underwriter the several Underwriters and the Selling Shareholders and, with respect to clauses (l), (m) and (n) below, the Selling Shareholders agree with the Company and the several Underwriters that: (ia) The Company will use its best efforts to cause the Registration Statement, and any amendment thereof, if not effective at the Execution Time, to become effective as promptly as possible. If the Effective Time of the Initial Registration Statement has become or becomes effective pursuant is prior to Rule 430A, or filing the execution and delivery of the Prospectus is otherwise required under Rule 424(b)this Agreement, the Company will file the ProspectusProspectus with the Commission pursuant to and in accordance with subparagraph (1) (or, properly completedif applicable and if consented to by CS First Boston, subparagraph(4)) of Rule 424(b) not later than the earlier of (A) the second business day following the execution and delivery of this Agreement or (B) the fifteenth business day after the Effective Date of the Initial Registration Statement. The Company will advise CS First Boston promptly of any such filing pursuant to Rule 424(b). If the Effective Time of the Initial Registration Statement is prior to the execution and delivery of this Agreement and 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 such execution and delivery, 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) within on or prior to 10:00 P.M., New York time, on the date of this Agreement or, if earlier, on or prior to the time period prescribed the Prospectus is printed and distributed to any Underwriter, or will provide evidence satisfactory make such filing at such later date as shall have been consented to you of such timely filing. by CS First Boston. (b) The Company will advise CS First Boston promptly advise you (A) when of any proposal to amend or supplement the initial registration statement or any additional registration statement as filed or the related prospectus or the Initial Registration Statement, the Additional Registration Statement shall have become effective, (Bif any) when any or the Prospectus and will not effect such amendment thereof shall have become effective, or supplementation without CS First Boston's prior consent; and the Company will also advise CS First Boston promptly of the effectiveness of each Registration Statement (Cif its Effective Time is subsequent to the execution and delivery of this Agreement) and of any request by the Commission for any amendment or supplement supplementation of the a Registration Statement or the Prospectus or for any additional information, (D) and of the issuance institution by the Commission of any stop order suspending the effectiveness proceedings in respect of the a Registration Statement or and will use its reasonable best efforts to prevent the institution or threatening issuance of any proceeding for that purpose and (E) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Stock for sale in any jurisdiction or the initiation or threatening of such stop order or suspension and, if issued, and to obtain as soon as possible its withdrawal. The lifting, if issued. (c) If, at any time when a prospectus relating to the Offered Securities is required to be delivered under the Act in connection with sales by any Underwriter or dealer, any event occurs or a condition exists as a result of which the 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 Prospectus to comply with the Act, the Company will not file any amendment to the Registration Statement or supplement to the Prospectus without your prior consent. The Company shall promptly notify CS First Boston of such event and will promptly prepare and file with the Commission, promptly upon your requestat its own expense, any amendment to the Registration Statement or supplement to the Prospectus that may be necessary or advisable in connection with the distribution of the Stock by you, and use its best efforts to cause the same to become effective as promptly as possible. (ii) The Company shall, during the period of time when a Prospectus relating to the Stock is required to be delivered under the Securities Act and the Rules, comply with all requirements imposed by the Securities Act and the Rules as is necessary to permit the continuance of sales of or dealings in the Stock in accordance with the provisions hereof and of the Prospectus. The Company consents to the use of the Prospectus included in the Registration Statement or any an amendment or supplement thereto by which will correct such statement or omission or an amendment which will effect such compliance. Neither CS First Boston's consent to, nor the several Underwriters and by all dealers to whom the Stock may be soldUnderwriters' delivery of, in connection with the offering any such amendment or sale supplement shall constitute a waiver of any of the Stock and for such period of time thereafter as the Prospectus is required by law to be delivered conditions set forth in connection therewithSection 6. (iii) As soon as practicable, but not later than the Availability Date (as defined below), the Company will make generally available to its security holders in the manner contemplated by Rule 158(b) of the Securities Act an earning statement covering a period of at least 12 months beginning after the Effective Date that will satisfy the provisions of Section 11(a) of the Securities Act. For purposes of the preceding sentence, "Availability Date" means the 45th day after the end of the fourth fiscal quarter following the fiscal quarter that includes the Effective Date, except that, if such fourth fiscal quarter is the last quarter of the Company's fiscal year, "Availability Date" means the 90th day after the end of such fourth fiscal quarter.

Certain Agreements of the Company and the Selling Shareholders. (a) The Company covenants and agrees with each Underwriter the several Underwriters that: (i) The Company will use its best efforts to cause the Registration Statement, and any amendment thereof, if not effective at the Execution Time, to become effective as promptly as possible. If the Effective Time of the Initial Registration Statement has become or becomes effective pursuant is prior to Rule 430A, or filing the execution and delivery of the Prospectus is otherwise required under Rule 424(b)this Agreement, the Company will file the ProspectusProspectus with the Commission pursuant to and in accordance with subparagraph (1) (or, properly completedif applicable and if consented to by the Representative, subparagraph (4)) of Rule 424(b) not later than the earlier of (A) the second business day following the execution and delivery of this Agreement or (B) the fifteenth business day after the Effective Date of the Initial Registration Statement. The Company will advise the Representative promptly of any such filing pursuant to Rule 424(b). If the Effective Time of the Initial Registration Statement is prior to the execution and delivery of this Agreement and 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 such execution and delivery, 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) within on or prior to 10:00 P.M., New York time, on the date of this Agreement or, if earlier, on or prior to the time period prescribed the Prospectus is printed and distributed to any Underwriter, or will provide evidence satisfactory make such filing at such later date as shall have been consented to you of such timely filing. by the Representative. (ii) The Company will advise the Representative promptly advise you (A) when of any proposal to amend or supplement the initial or any additional registration statement as filed or the related prospectus or the Initial Registration Statement, the Additional Registration Statement shall have become effective(if any), (B) when any amendment thereof shall have become effectivethe ADS Registration Statement, (C) of any request by the Commission for any amendment or supplement of the 8-A Registration Statement or the Prospectus and will not effect such amendment or for any additional information, supplementation without the Representative's consent (D) which shall not be unreasonably withheld); and the Company will also advise the Representative promptly of the issuance effectiveness of each Registration Statement (if its Effective Time is subsequent to the execution and delivery of this Agreement), of the ADS Registration Statement (if it became effective subsequent to the execution and delivery of this Agreement), of the 8-A Registration Statement (if it became effective subsequent to the execution and delivery of this Agreement) and of any amendment or supplementation of a Registration Statement, the ADS Registration Statement, the 8-A Registration Statement or the Prospectus and of the institution by the Commission of any stop order suspending proceedings in respect of a Registration Statement, the effectiveness of the ADS Registration Statement or the institution or threatening 8-A Registration Statement and will use its best efforts to prevent the issuance of any proceeding for that purpose and (E) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Stock for sale in any jurisdiction or the initiation or threatening of such stop order or suspension and, if issued, and to obtain as soon as possible its withdrawal. The lifting, if issued. (iii) If, at any time when a prospectus relating to the Offered Securities is required to be delivered under the Act in connection with sales by any Underwriter or dealer prior to the expiration of nine months after the date of the Prospectus, any event occurs as a result of which the 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 Prospectus to comply with the Act, the Company will not file any amendment to promptly notify the Registration Statement or supplement to the Prospectus without your prior consent. The Company shall Representative of such event and will promptly prepare and file with the Commission, promptly upon your requestat its own expense, any an amendment to the Registration Statement or supplement which will correct such statement or omission or an amendment which will effect such compliance; and in case any Underwriter is required to the deliver a Prospectus that may be necessary or advisable in connection with the distribution sales of any of the Stock by youADSs at any time nine months or more after the date of the Prospectus, upon your request but at the expense of such Underwriter, to prepare and use its best efforts deliver to cause such Underwriter as many copies as you may reasonably request of an amended or supplemented Prospectus complying the same to become effective as promptly as possibleSection 10(a)(3) of the Act. Neither the Representative'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 6. (ii) The Company shall, during the period of time when a Prospectus relating to the Stock is required to be delivered under the Securities Act and the Rules, comply with all requirements imposed by the Securities Act and the Rules as is necessary to permit the continuance of sales of or dealings in the Stock in accordance with the provisions hereof and of the Prospectus. The Company consents to the use of the Prospectus included in the Registration Statement or any amendment or supplement thereto by the several Underwriters and by all dealers to whom the Stock may be sold, in connection with the offering or sale of the Stock and for such period of time thereafter as the Prospectus is required by law to be delivered in connection therewith. (iiiiv) As soon as practicable, but not later than the Availability Date (as defined below), the Company will make generally available to its security holders in the manner contemplated by Rule 158(b) of the Securities Act securityholders an earning earnings statement covering a period of at least 12 months beginning after the Effective Date that of the Initial Registration Statement (or, if later, the Effective Date of the Additional Registration Statement) which will satisfy the provisions of Section 11(a) of the Securities Act. For purposes the purpose of the preceding sentence, "Availability DateAVAILABILITY DATE" means the 45th day after the end of the fourth fiscal quarter following the fiscal quarter that includes the such Effective Date, except that, if such fourth fiscal quarter is the last quarter of the Company's fiscal year, "Availability DateAVAILABILITY DATE" means the 90th day after the end of such fourth fiscal quarter.

Certain Agreements of the Company and the Selling Shareholders. (a) The Company covenants and agrees with each Underwriter the several Underwriters and the Selling Shareholders that: (ia) The Company will use its best efforts to cause the Registration Statement, and any amendment thereof, if not effective at the Execution Time, to become effective as promptly as possible. If the Effective Time of the Initial Registration Statement has become or becomes effective pursuant is prior to Rule 430A, or filing the execution and delivery of the Prospectus is otherwise required under Rule 424(b)this Agreement, the Company will file the ProspectusProspectus with the Commission pursuant to and in accordance with subparagraph (1) (or, properly completedif applicable and if consented to by the Representatives, subparagraph (4)) of Rule 424(b) not later than the earlier of (A) the second business day following the execution and delivery of this Agreement or (B) the fifteenth business day after the Effective Date of the Initial Registration Statement. The Company will advise the Representatives promptly of any such filing pursuant to Rule 424(b). If the Effective Time of the Initial Registration Statement is prior to the execution and delivery of this Agreement and 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 such execution and delivery, 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) within on or prior to 10:00 P.M., New York time, on the date of this Agreement or, if earlier, on or prior to the time period prescribed the Prospectus is printed and distributed to any Underwriter, or will provide evidence satisfactory make such filing at such later date as shall have been consented to you of such timely filing. by the Representatives. (b) The Company will advise the Representatives promptly advise you (A) when of any proposal to amend or supplement the initial or any additional registration statement as filed or the related prospectus or the Initial Registration Statement, the Additional Registration Statement shall have become effective, (Bif any) when any or the Prospectus and will not effect such amendment thereof shall have become effective, or supplement without the Representatives’ consent; and the Company will also advise the Representatives promptly of the effectiveness of each Registration Statement (Cif its Effective Time is subsequent to the execution and delivery of this Agreement) and of any request by the Commission for any amendment or supplement of the a Registration Statement or the Prospectus or for any additional information, (D) and of the issuance institution by the Commission of any stop order suspending the effectiveness proceedings in respect of the a Registration Statement or and will use its best efforts to prevent the institution or threatening issuance of any proceeding for that purpose and (E) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Stock for sale in any jurisdiction or the initiation or threatening of such stop order or suspension and, if issued, and to obtain as soon as possible its withdrawal. The lifting, if issued. (c) If, at any time when a prospectus relating to the Offered Securities is 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 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 Prospectus to comply with the Act, the Company will not file any amendment to promptly notify the Registration Statement or supplement to the Prospectus without your prior consent. The Company shall Representatives of such event and will promptly prepare and file with the Commission, promptly upon your requestat its own expense, 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 to the Registration Statement or supplement to the Prospectus that may be necessary or advisable in connection with the distribution shall constitute a waiver of any of the Stock by you, and use its best efforts to cause the same to become effective as promptly as possibleconditions set forth in Section 6 hereof. (ii) The Company shall, during the period of time when a Prospectus relating to the Stock is required to be delivered under the Securities Act and the Rules, comply with all requirements imposed by the Securities Act and the Rules as is necessary to permit the continuance of sales of or dealings in the Stock in accordance with the provisions hereof and of the Prospectus. The Company consents to the use of the Prospectus included in the Registration Statement or any amendment or supplement thereto by the several Underwriters and by all dealers to whom the Stock may be sold, in connection with the offering or sale of the Stock and for such period of time thereafter as the Prospectus is required by law to be delivered in connection therewith. (iiid) As soon as practicable, but not later than the Availability Date (as defined below), the Company will make generally available to its security holders in the manner contemplated by Rule 158(b) of the Securities Act securityholders an earning earnings statement covering a period of at least 12 months beginning after the Effective Date that of the Initial Registration Statement (or, if later, the Effective Date of the Additional Registration Statement) which will satisfy the provisions of Section 11(a) of the Securities Act. For purposes the purpose of the preceding sentence, "the “Availability Date" ” means the 45th day after the end of the fourth fiscal quarter following the fiscal quarter that includes the such Effective Date, except that, if such fourth fiscal quarter is the last quarter of the Company's ’s fiscal year, "the “Availability Date" ” means the 90th day after the end of such fourth fiscal quarter. (e) The Company will furnish to the Representatives copies of each Registration Statement (three 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 the Representatives request. 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 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 offering and sale under the applicable securities laws of such states and other jurisdictions (domestic or foreign) as the Representatives may reasonably designate and to maintain such qualifications in effect as long as required for the distribution; provided, however, that the Company shall not be obligated to file any general consent to service of process or to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject. (g) For the period specified below (the “Lock-Up Period”), the Company will not offer, sell, contract to sell, pledge, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, or 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, 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, purchase, grant or disposition or filing, or to enter into any such transaction, swap, hedge or other arrangement, without, in each case, the prior written consent of CSFB and JPM, except (i) issuances of Securities pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options, in each case outstanding on the date hereof, (ii) grants of employee stock options pursuant to the terms of any employee benefit plans in effect on the date hereof and the Company’s 2004 Equity Incentive Plan, (iii) issuances of Securities pursuant to the exercise of such options or the exercise of any other employee stock options outstanding on the date hereof and (iv) at any time after the expiration of the 25-day period beginning on the date of this Agreement, issuances of Securities or securities convertible into or exercisable or exchangeable for Securities issued by the Company as consideration or partial consideration for acquisitions of businesses or assets or in connection with the formation of joint ventures, strategic partnerships or collaborations; provided, however, that for purposes of this Section 5(g)(iv), (A) the aggregate number of Securities including Securities issuable upon exercise, exchange or conversion of securities issued by the Company may not exceed 1,200,000 Securities (as adjusted for stock splits, stock dividends, recapitalizations and the like) and (B) each recipient of any such Securities or securities convertible into or exercisable or exchangeable for such Securities shall agree in writing for the benefit of the Underwriters that all such Securities including securities convertible into or exercisable or exchangeable for such Securities shall remain subject to restrictions identical to those contained in Section 5(i) for the remainder of the Lock-Up Period. The initial Lock-Up Period will commence on the date of this Agreement and continue for 180 days after the date of the commencement of the public offering of the Securities or such earlier date that CSFB and JPM consent to in writing; provided, however, that if (1) during the last 17 days of the initial Lock-Up Period, the Company releases earnings results or material news or a material event relating to the Company occurs or (2) prior to the expiration of the initial Lock-Up period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the initial Lock-Up Period, then, if the Company and CSFB and JPM mutually agree, in each case the Lock-Up Period will be extended until the expiration of the 18-day period beginning on the date of release of the earnings results or the occurrence of the material news or event, as applicable. The Company will provide CSFB and JPM with notice of any announcement described in clause (2) of the preceding sentence. (h) The Company and the Selling Shareholders agree with the several Underwriters that the Company and the Selling Shareholders will pay all expenses incident to the performance of the obligations of the Company and the Selling Shareholders, as the case may be, under this Agreement. Without limiting the foregoing, the Company will pay: (i) the fees, disbursements and expenses of the Company’s counsel and one counsel to the Selling Shareholders (which shall be Xxxxxx Xxxxxx White & XxXxxxxxx LLP), the Company’s accountants in connection with the registration and delivery of the Offered Securities under the Act and all other fees or expenses in connection with the preparation and filing of a Registration Statement, any preliminary prospectus, the Prospectus and amendments and supplements to any of the foregoing, including all printing costs associated therewith, and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) the cost of printing or producing any Blue Sky memorandum in connection with the offer and sale of the Offered Securities under state securities laws and all expenses in connection with the qualification of the Offered Securities for offer and sale under state securities laws, including filing fees and the reasonable fees and disbursements of counsel for the Underwriters in connection with such qualification and in connection with the Blue Sky memorandum; (iii) all filing fees incurred in connection with the review and qualification of the offering of the Offered Securities by the National Association of Securities Dealers, Inc.; (iv) 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, including the cost of any aircraft chartered in connection with attending or hosting such meetings; (v) any transfer taxes on the sale by the Selling Shareholders of the Offered Securities to the Underwriters; (vi) all fees and expenses in connection with the preparation and filing of the registration statement on Form 8-A relating to the Securities and all costs and expenses incident to quoting the Offered Securities on the Nasdaq National Market; (vii) the cost of printing certificates representing the Offered Securities; and (viii) the costs and charges of any transfer agent, registrar or depositary; provided, however, that each Selling Shareholder shall be responsible for the underwriting discounts and commissions applicable to the shares sold by such Selling Shareholder. The provisions of this Section 5(h) are intended to relieve the Underwriters from the payment of the expenses and costs which the Company agrees to pay, but shall not affect any agreement that the Company and the Selling Shareholders may make, or may have made, for the sharing of any of such expenses and costs. The Company and the Selling Shareholders agree with the several Underwriters that the several Underwriters will not be obligated to pay any expenses incident to the performance of the obligations of the Selling Shareholders, including the fees, disbursements and expenses of counsel for the Selling Shareholders. (i) Each Selling Shareholder agrees, that during the Lock-Up Period, not to offer, sell, contract to sell, pledge, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or 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, purchase, grant or disposition, or to enter into any such transaction, swap, hedge or other arrangement, without, in each case, the prior written consent of CSFB and JPM.

Certain Agreements of the Company and the Selling Shareholders. (a) The Company covenants and agrees with each Underwriter the several Underwriters and the Selling Shareholders and, with respect to clauses (l), (m) and (n) below, the Selling Shareholders agree with the Company and the several Underwriters that: (ia) The Company will use its best efforts to cause the Registration Statement, and any amendment thereof, if not effective at the Execution Time, to become effective as promptly as possible. If the Effective Time of the Initial Registration Statement has become or becomes effective pursuant is prior to Rule 430A, or filing the execution and delivery of the Prospectus is otherwise required under Rule 424(b)this Agreement, the Company will file the ProspectusProspectus with the Commission pursuant to and in accordance with subparagraph (1) (or, properly completedif applicable and if consented to by CSFBC, subparagraph(4)) of Rule 424(b) not later than the earlier of (A) the second business day following the execution and delivery of this Agreement or (B) the fifteenth business day after the Effective Date of the Initial Registration Statement. The Company will advise CSFBC promptly of any such filing pursuant to Rule 424(b). If the Effective Time of the Initial Registration Statement is prior to the execution and delivery of this Agreement and 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 such execution and delivery, the Company will file the additional registration statement or, if filed, will file a post-effective amendment thereto with the Commission pursuant to 12 13 and in accordance with Rule 462(b) within on or prior to 10:00 P.M., New York time, on the date of this Agreement or, if earlier, on or prior to the time period prescribed the Prospectus is printed and distributed to any Underwriter, or will provide evidence satisfactory make such filing at such later date as shall have been consented to you of such timely filing. by CSFBC. (b) The Company will advise CSFBC promptly advise you (A) when of any proposal to amend or supplement the initial or any additional registration statement as filed or the related prospectus or the Initial Registration Statement, the Additional Registration Statement shall have become effective, (Bif any) when any or the Prospectus and will not effect such amendment thereof shall have become effective, or supplementation without CSFBC's prior consent; and the Company will also advise CSFBC promptly of the effectiveness of each Registration Statement (Cif the Effective Time is subsequent to the execution and delivery of this Agreement) and of any request by the Commission for any amendment or supplement of the to a Registration Statement or the Prospectus or for any additional information, (D) and of the issuance institution by the Commission of any stop order suspending the effectiveness proceedings in respect of the a Registration Statement or and will use its best efforts to prevent the institution or threatening issuance of any proceeding for that purpose and (E) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Stock for sale in any jurisdiction or the initiation or threatening of such stop order or suspension and, if issued, and to obtain as soon as possible its withdrawal. The Company will not file any amendment to the Registration Statement or supplement to the Prospectus without your prior consent. The Company shall prepare and file with the Commissionlifting, promptly upon your request, any amendment to the Registration Statement or supplement to the Prospectus that may be necessary or advisable in connection with the distribution of the Stock by you, and use its best efforts to cause the same to become effective as promptly as possibleif issued. (iic) The Company shallIf, during the period of at any time when a Prospectus prospectus relating to the Stock Offered Securities is required to be delivered under the Securities Act and the Rulesin connection with sales by any Underwriter or dealer, comply with all requirements imposed by the Securities Act and the Rules any event occurs or a condition exists as a result of which it is necessary to permit the continuance of sales of or dealings necessary, in the Stock in accordance with the provisions hereof and opinion of the Prospectus. The Company consents counsel to the use of Underwriters or counsel to the Prospectus included in Company, to amend the Registration Statement or amend or supplement the Prospectus in order that the Prospectus would not include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it is necessary, in the opinion of either such counsel, at any time to amend the Registration Statement or amend or supplement the Prospectus to comply with the Act, the Company promptly will notify CSFBC of such event, prepare and file with the Commission an amendment or supplement thereto by that will correct such statement or omission or an amendment that will effect such compliance. Neither CSFBC's consent to, nor the several Underwriters and by all dealers to whom the Stock may be soldUnderwriters' delivery of, in connection with the offering any such amendment or sale supplement shall constitute a waiver of any of the Stock and for such period of time thereafter as the Prospectus is required by law to be delivered conditions set forth in connection therewithSection 6. (iiid) As soon as practicable, but not later than the Availability Date (as defined below), the Company will make generally available to its security holders in the manner contemplated by Rule 158(b) of the Securities Act securityholders an earning earnings statement covering a period of at least 12 months beginning after the Effective Date that of the Initial Registration Statement (or, if later, the Effective Date of the Additional Registration Statement) which will satisfy the provisions of Section 11(a) of the Securities ActAct and Rule 158 thereunder. For purposes 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 the such Effective Date, except that, if such fourth fiscal quarter is the last quarter of the Company's fiscal year, "Availability Date" means the 90th day after the end of such fourth fiscal quarter.