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

Certain Agreements of the Company and the Selling Stockholders. (a) The Company agrees with the Underwriter and the Selling Stockholders that: (i) The Company has filed or will file each Statutory Prospectus (including the Final Prospectus) pursuant to and in accordance with Rule 424(b)(7) not later than the second business day following the earlier of the date it is first used or the date of this Agreement. The Company has complied and will comply with Rule 433. (ii) The Company will advise the Underwriter promptly of any proposal to amend or supplement the Registration Statement or any Statutory Prospectus at any time and will afford the Underwriter a reasonable opportunity to comment on any such proposed amendment or supplement; and the Company will also advise the Underwriter promptly of (A) the filing of any such amendment or supplement, (B) any request by the Commission or its staff for any amendment to any Registration Statement, for any supplement to any Statutory Prospectus or for any additional information, (C) the institution by the Commission of any stop order proceedings in respect of a Registration Statement or the threatening of any proceeding for that purpose, and (D) the receipt by the Company of any notification with respect to the suspension of the qualification of the Offered Securities in any jurisdiction or the institution or threatening of any proceedings for such purpose. The Company will use its best efforts to prevent the issuance of any such stop order or the suspension of any such qualification and, if issued, to obtain as soon as possible the withdrawal thereof. (iii) If, at any time when a prospectus relating to the Offered Securities is (or but for the exemption in Rule 172 under the Act would be) required to be delivered under the Act in connection with sales by any Underwriter or dealer, any event occurs as a result of which the Final Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it is necessary at any time to amend the Registration Statement or supplement the Final Prospectus to comply with the Act, the Company will promptly notify the Underwriter of such event and will promptly prepare and file with the Commission and furnish, at its own expense, to the Underwriter and the dealers and any other dealers upon the request of the Underwriter, 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 or supplement shall constitute a waiver of any of the conditions set forth in Section 7 hereof. (iv) As soon as practicable, but not later than the Availability Date (as defined below), the Company will make generally available to its securityholders an earnings statement covering a period of at least 12 months beginning after the Effective Date of the Registration Statement which will satisfy the provisions of Section 11(a) of the Act and Rule 158. For the purpose of the preceding sentence, “Availability Date” means the 40th day after the end of the fourth fiscal quarter following the fiscal quarter that includes such Effective Date, except that, if such fourth fiscal quarter is the last quarter of the Company’s fiscal year, “Availability Date” means the 75th day after the end of such fourth fiscal quarter.

Certain Agreements of the Company and the Selling Stockholders. (a) The Company agrees with the Underwriter several Underwriters and the Selling Stockholders that: (ia) The Company has filed or will file each Statutory the Prospectus (including with the Final Prospectus) Commission pursuant to and in accordance with Rule 424(b)(7424(b) not later than the second business day following the earlier of the date it is first used or the date execution and delivery of this Agreement. The Company has complied and will comply with advise the Underwriters promptly of any such filing pursuant to Rule 433424(b). (iib) The Company will advise the Underwriter Underwriters promptly of any proposal to amend or supplement at any time the Registration Statement or any Statutory Prospectus at any time and will afford the Underwriter a reasonable opportunity to comment on any not effect such proposed amendment or supplementsupplementation without the consent of the Underwriters; and the Company will also advise the Underwriter Underwriters promptly of (A) the filing of any such amendment or supplement, (B) any request by the Commission or its staff for any amendment to any supplementation of a Registration Statement, for any supplement to any Statutory Prospectus or for any additional information, (C) Statement and of the institution by the Commission of any stop order proceedings in respect of a Registration Statement or the threatening of any proceeding for that purpose, and (D) the receipt by the Company of any notification with respect to the suspension of the qualification of the Offered Securities in any jurisdiction or the institution or threatening of any proceedings for such purpose. The Company will use its reasonable best efforts to prevent the issuance of any such stop order or the suspension of any such qualification and, if issued, and to obtain as soon as possible the withdrawal thereofits lifting, if issued. (iiic) If, at any time when a prospectus relating to the Offered Securities is (or but for the exemption in Rule 172 under the Act would be required to be) required to be delivered under the Act in connection with sales by any Underwriter or dealer, any event occurs as a result of which the Final Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it is necessary at any time to amend the Registration Statement or supplement the Final Prospectus to comply with the Act, the Company will promptly notify the Underwriter Underwriters of such event and will promptly prepare and file with the Commission and furnishCommission, at its own expense, to the Underwriter and the dealers and any other dealers upon the request of the Underwriter, an amendment or supplement which will correct such statement or omission or an amendment which will effect such compliance. Neither the Underwriter’s Underwriters’ consent to, nor the Underwriter’s delivery of, any such amendment or supplement shall constitute a waiver of any of the conditions set forth in Section 7 hereof7. (ivd) As soon as practicable, but not later than the Availability Date (as defined below), the Company will make generally available to its securityholders security holders an earnings statement covering a period of at least 12 months beginning after the Effective Date of the Registration Statement which will satisfy the provisions of Section 11(a) of the Act and Rule 158Act. For the purpose of the preceding sentence, “Availability Date” means the 40th 45th day after the end of the fourth fiscal quarter following the fiscal quarter that includes such Effective Date, except that, if such fourth fiscal quarter is the last quarter of the Company’s fiscal year, “Availability Date” means the 75th 90th day after the end of such fourth fiscal quarter.

Certain Agreements of the Company and the Selling Stockholders. (a) The Company agrees with the Underwriter several Underwriters and the Selling Stockholders that: (i) The Company has filed or will file each Statutory Prospectus (including Prior to the Final Prospectus) pursuant to and in accordance with Rule 424(b)(7) not later than the second business day following the earlier termination of the date it is first used or offering of the date of this Agreement. The Company has complied and will comply with Rule 433. (ii) The Shares, the Company will advise the Underwriter promptly not file any amendment of any proposal to amend or supplement the Registration Statement or supplement to the Prospectus or any Statutory Prospectus at any time Rule 462(b) Registration Statement unless the Company has furnished you a copy for your review prior to filing and will afford the Underwriter a reasonable opportunity to comment on not file any such proposed amendment or supplement; and the supplement to which you reasonably object. The Company will also cause the Prospectus, properly completed, and any supplement thereto to be filed in a form to which the Representatives do not reasonably object with the Commission pursuant to the applicable paragraph of Rule 424(b) within the time period prescribed therein and will provide evidence satisfactory to the Representatives of such timely filing, which evidence shall be satisfied by the availability of such Prospectus on XXXXX (or any successor thereto). The Company will promptly advise the Underwriter promptly of Representatives (A) when the filing of Prospectus, and any such amendment supplement thereto, shall have been filed (if required) with the Commission pursuant to Rule 424(b) or supplementwhen any Rule 462(b) Registration Statement shall have been filed with the Commission, (B) when, prior to termination of the offering of the Shares, any amendment to the Registration Statement shall have been filed or become effective, (C) of any request by the Commission or its staff for any amendment to any of the Registration Statement, or any Rule 462(b) Registration Statement, or for any supplement to any Statutory the Prospectus or for any additional information, (CD) of the institution issuance by the Commission of any stop order proceedings in respect suspending the effectiveness of a the Registration Statement or of any notice objecting to its use or the institution or threatening of any proceeding for that purpose, purpose and (DE) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Offered Securities Shares for sale in any jurisdiction or the institution or threatening of any proceedings proceeding for such purpose, which notice, in the case of clauses (A) and (B) above, shall be satisfied by the availability of such amendment or supplement on XXXXX (or any successor thereto). The Company will use its best efforts make every reasonable effort to prevent the issuance of any such stop order or the suspension occurrence of any such qualification suspension or objection to the use of the Registration Statement and, if issuedupon such issuance, occurrence or notice of objection, to obtain as soon as possible the withdrawal thereofof such stop order or relief from such occurrence or objection, including, if necessary, by filing an amendment to the Registration Statement or a new registration statement and using its commercially reasonable efforts to have such amendment or new registration statement declared effective as soon as practicable. (iiiii) IfThe Company will comply with the Securities Act and the Exchange Act so as to permit the completion of the distribution of the Shares as contemplated in this Agreement and in the Registration Statement, the Disclosure Package and the Prospectus. If at any time when a prospectus relating to the Offered Securities Shares is (or or, but for the exemption in exception afforded by Rule 172 under the Securities Act (“Rule 172”), would be) required by the Securities Act to be delivered under the Act in connection with sales by any Underwriter or dealerof the Shares, any event occurs shall occur or condition shall exist as a result of which it is necessary, in the Final Prospectus as then amended opinion of counsel for the Underwriters or supplemented would for the Company, to (i) amend the Registration Statement in order that the Registration Statement will not include an untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary to make the statements thereintherein not misleading, (ii) amend or supplement the Disclosure Package or the Prospectus in order that the Disclosure Package or the Prospectus, as the case may be, will not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein not misleading in the light of the circumstances under which they were made, not misleading, or if existing at the time it is necessary at any time delivered to a purchaser or (iii) amend the Registration Statement or amend or supplement the Final Prospectus Disclosure Package or the Prospectus, as the case may be, in order to comply with the requirements of the Securities Act, the Company will promptly notify (A) give the Underwriter Representatives notice of such event and will promptly event, (B) prepare and file with the Commission and furnish, at its own expense, to the Underwriter and the dealers and any other dealers upon the request of the Underwriter, an amendment or supplement which will as may be necessary to correct such statement or omission or an to make the Registration Statement, the Disclosure Package or the Prospectus comply with such requirements and, a reasonable amount of time prior to any proposed filing or use, furnish the Representatives with copies of any such amendment or supplement and (C) file with the Commission any such amendment or supplement; provided that the Company shall not file or use any such amendment or supplement to which the Representatives or counsel for the Underwriters shall reasonably object. The Company will effect furnish to the Underwriters such compliancenumber of copies of such amendment or supplement as the Underwriters may reasonably request. The Company has given the Representatives notice of any filings made pursuant to the Exchange Act within 48 hours prior to the Applicable Time; the Company will give the Representatives notice of its intention to make any such filing from the Applicable Time to the First Closing Date and will furnish the Representatives with copies of any such documents a reasonable amount of time prior to such proposed filing, as the case may be, and will not file or use any such document to which the Representatives or counsel for the Underwriters shall reasonably object. At any time during the period during which a Prospectus relating to the Shares is required to be delivered under the Securities Act in connection with sales by any Underwriter or dealer, if there is any change in the information referred to in Section 2(b)(vii) with respect to a Selling Stockholder, such Selling Stockholder will immediately notify the Representatives of such change. Neither the Underwriter’s Representatives’ consent to, nor the Underwriter’s Underwriters’ delivery of, any such amendment or supplement shall constitute a waiver of any of the conditions set forth in Section 7 hereof5. (iviii) As soon as practicable, but not later than the Availability Date (as defined below), the Company will make generally available to its securityholders an “earnings statement statement” covering a the twelve-month period of at least 12 months beginning after ending December 31, 2011 that will satisfy, and provide to the Effective Date of Underwriters the Registration Statement which will satisfy benefits contemplated by, the provisions of Section 11(a) of the Securities Act and Rule 158158 under the Securities Act. (iv) The Company will furnish to the Representatives copies of each Registration Statement (without exhibits), each related preliminary prospectus, and, so long as a prospectus relating to the Shares is (or, but for the exception afforded by Rule 172, would be) required to be delivered under the Securities 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 reasonably request. For The Prospectus shall be so furnished on or prior to 3:00 P.M., New York time, on the purpose second business day following the execution and delivery of this Agreement. 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. (v) The Company will use its reasonable best efforts to arrange for the qualification of the preceding sentenceShares for sale under the laws of such jurisdictions as the Representatives designate and to which the Company shall consent (such consent not to be unreasonably withheld) and will continue such qualifications in effect so long as required for the distribution; provided that the Company will not be required to (A) qualify to do business in any jurisdiction in which it is not now qualified or take any action which would subject it to general or unlimited service of process in any jurisdiction where it is not now subject to such service of process or (B) subject the Company or any of its subsidiaries to taxation in any such jurisdiction where they are not now subject. (vi) During the period of three years hereafter, “Availability Date” means the 40th day Company will furnish to the Representatives and, upon request, to each of the other Underwriters, as soon as practicable after the end of each fiscal year, a copy of its annual report to stockholders for such year; and the fourth fiscal quarter following Company will furnish to the fiscal quarter Representatives as soon as available, a copy of each report and any definitive proxy statement of the Company filed with the Commission under the Exchange Act or mailed to stockholders; provided that includes such Effective Dateany information or documents available on the Commission’s XXXXX system shall be considered sufficiently furnished for the purposes of this Section 4(a)(vi). (vii) The Company will pay all expenses incident to the performance of the obligations of the Company and the Selling Stockholders, except thatas the case may be, if such fourth fiscal quarter is under this Agreement, including (i) the last quarter preparation, printing and filing of the Registration Statement (including financial statements and exhibits) as originally filed and each amendment thereto, (ii) the preparation, printing and delivery to the Underwriters of copies of each preliminary prospectus, each Issuer Free Writing Prospectus and the Prospectus and any amendments or supplements thereto and any costs associated with electronic delivery of any of the foregoing by the Underwriters to investors, (iii) the preparation, issuance and delivery of the certificates for the Company Shares to the Underwriters, including any stock or other transfer taxes and any stamp or other duties payable upon the sale, issuance or delivery of the Company Shares to the Underwriters, (iv) the fees and disbursements of Xxxxx Xxxxx LLP, New York, as counsel to the Company, The Resolute Funds (as defined in Schedule B hereto) and JZ Capital Partners Limited, and the fees and disbursements of the Company’s fiscal yearand the Selling Stockholders’ accountants and other advisors, (v) the qualification of the Shares under securities laws in accordance with the provisions of Section 4(a)(v) hereof, including filing fees and the reasonable fees and disbursements of counsel for the Underwriters, (vi) the fees and expenses of any transfer agent or registrar for the Shares, (vii) 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 Shares, including one-half of the cost of any aircraft chartered in connection with attending or hosting such meetings, (viii) the fees and expenses incurred in connection with the listing of the Shares on the New York Stock Exchange. Edgewater (as defined in Schedule B hereto) will pay all fees and disbursements incurred in connection with its counsel, Xxxxxx Price P.C. Notwithstanding the foregoing, the Selling Stockholders will pay any stock or other transfer taxes and any stamp or other duties payable upon the sale, issuance or delivery of the Shares sold by the Selling Stockholders to the Underwriters. (viii) The Company shall apply the net proceeds from the sale of the Shares sold by it in the manner described under the caption “Availability DateUse of Proceeds” means in the 75th day Disclosure Package and the Prospectus. (ix) The Company represents that it has not made, and agrees that, unless it obtains the prior written consent of the Representatives, it will not make, any offer relating to the Shares that constitutes or would constitute an Issuer Free Writing Prospectus or that otherwise constitutes or would constitute a “free writing prospectus” (as defined in Rule 405 under the Securities Act) or a portion thereof required to be filed by the Company with the Commission or retained by the Company under Rule 433 under the Securities Act; provided that the prior written consent of the Representatives hereto shall be deemed to have been given in respect of the Free Writing Prospectuses included in Schedule C hereto. Any such free writing prospectus consented to by the Representatives is hereinafter referred to as a “Permitted Free Writing Prospectus”. The Company agrees that (i) it has treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus, and (ii) has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 under the Securities Act applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission, legending and record keeping. (x) For the period specified below (the “Lock-up Period”), the Company will not, without the prior written consent of the Representatives, (x) directly or indirectly, 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 dispose of, or file with the Commission a registration statement under the Securities Act relating to, any additional shares of its Common Stock or securities convertible into or exchangeable or exercisable for any shares of its Common Stock, or publicly disclose the intention to make any such offer, sale, pledge, disposition or filing, or (y) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, whether any such swap or transaction described in clause (x) above or this clause (y) is to be settled by delivery of Common Stock or such other securities, in cash or otherwise; except that the Company may (A) issue and sell the Shares to be sold hereunder; (B) issue Common Stock pursuant to the conversion or exchange of convertible or exchangeable securities or the exchange of preferred shares or the exercise of warrants, options or other equity awards outstanding on the date hereof as described in the Disclosure Package and the Prospectus; (C) grant employee stock options, restricted stock awards or other equity awards pursuant to the terms of a plan in effect on the date hereof and described in the Disclosure Package and the Prospectus; (D) issue Common Stock pursuant to the exercise of such options or other equity awards; and (E) issue Common Stock or securities convertible into or exchangeable or exercisable for Common Stock (in an amount not to exceed 10% of the total Common Stock outstanding on the date of such issuance) in connection with the acquisition by the Company of another entity, provided that each recipient of such shares during the Lock-Up Period shall sign and deliver a Lock-Up Agreement. The initial Lock-Up Period will commence on the date of this Agreement and continue for 75 days after the end date hereof or such earlier date that the Representatives 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 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 material event, as applicable, unless the Representatives waive, in writing, such fourth fiscal quarterextension. The Company will provide the Representatives with notice of any announcement described in clause (2) of the preceding sentence that gives rise to an extension of the Lock-Up Period. The Company will cause each of its directors and senior officers listed on Schedule E hereto to execute and deliver a Lock-up Agreement prior to the First Closing Date.

Certain Agreements of the Company and the Selling Stockholders. (a) The Company agrees with the Underwriter several Underwriters and the Selling Stockholders that: (i) The Company has filed or will file each Statutory Prospectus (including Prior to the Final Prospectus) pursuant to and in accordance with Rule 424(b)(7) not later than the second business day following the earlier termination of the date it is first used or offering of the date of this Agreement. The Company has complied and will comply with Rule 433. (ii) The Shares, the Company will advise the Underwriter promptly not file any amendment of any proposal to amend or supplement the Registration Statement or supplement to the Prospectus or any Statutory Prospectus at any time Rule 462(b) Registration Statement unless the Company has furnished you a copy for your review prior to filing and will afford the Underwriter a reasonable opportunity to comment on not file any such proposed amendment or supplement; and the supplement to which you reasonably object. The Company will also cause the Prospectus, properly completed, and any supplement thereto to be filed in a form to which the Representatives do not reasonably object with the Commission pursuant to the applicable paragraph of Rule 424(b) within the time period prescribed therein and will provide evidence satisfactory to the Representatives of such timely filing, which evidence shall be satisfied by the availability of such Prospectus on XXXXX (or any successor thereto). The Company will promptly advise the Underwriter promptly of Representatives (A) when the filing of Prospectus, and any such amendment supplement thereto, shall have been filed (if required) with the Commission pursuant to Rule 424(b) or supplementwhen any Rule 462(b) Registration Statement shall have been filed with the Commission, (B) when, prior to termination of the offering of the Shares, any amendment to the Registration Statement shall have been filed or become effective, (C) of any request by the Commission or its staff for any amendment to any of the Registration Statement, or any Rule 462(b) Registration Statement, or for any supplement to any Statutory the Prospectus or for any additional information, (CD) of the institution issuance by the Commission of any stop order proceedings in respect suspending the effectiveness of a the Registration Statement or of any notice objecting to its use or the institution or threatening of any proceeding for that purpose, purpose and (DE) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Offered Securities Shares for sale in any jurisdiction or the institution or threatening of any proceedings proceeding for such purpose, which notice, in the case of clauses (A) and (B) above, shall be satisfied by the availability of such amendment or supplement on XXXXX (or any successor thereto). The Company will use its best efforts make every reasonable effort to prevent the issuance of any such stop order or the suspension occurrence of any such qualification suspension or objection to the use of the Registration Statement and, if issuedupon such issuance, occurrence or notice of objection, to obtain as soon as possible the withdrawal thereofof such stop order or relief from such occurrence or objection, including, if necessary, by filing an amendment to the Registration Statement or a new registration statement and using its commercially reasonable efforts to have such amendment or new registration statement declared effective as soon as practicable. (iiiii) IfThe Company will comply with the Securities Act and the Exchange Act so as to permit the completion of the distribution of the Shares as contemplated in this Agreement and in the Registration Statement, the Disclosure Package and the Prospectus. If at any time when a prospectus relating to the Offered Securities Shares is (or or, but for the exemption in exception afforded by Rule 172 under the Securities Act (“Rule 172”), would be) required by the Securities Act to be delivered under the Act in connection with sales by any Underwriter or dealerof the Shares, any event occurs shall occur or condition shall exist as a result of which it is necessary, in the Final Prospectus as then amended opinion of counsel for the Underwriters or supplemented would for the Company, to (i) amend the Registration Statement in order that the Registration Statement will not include an untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary to make the statements thereintherein not misleading, (ii) amend or supplement the Disclosure Package or the Prospectus in order that the Disclosure Package or the Prospectus, as the case may be, will not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein not misleading in the light of the circumstances under which they were made, not misleading, or if existing at the time it is necessary at any time delivered to a purchaser or (iii) amend the Registration Statement or amend or supplement the Final Prospectus Disclosure Package or the Prospectus, as the case may be, in order to comply with the requirements of the Securities Act, the Company will promptly notify (A) give the Underwriter Representatives notice of such event and will promptly event, (B) prepare and file with the Commission and furnish, at its own expense, to the Underwriter and the dealers and any other dealers upon the request of the Underwriter, an amendment or supplement which will as may be necessary to correct such statement or omission or an to make the Registration Statement, the Disclosure Package or the Prospectus comply with such requirements and, a reasonable amount of time prior to any proposed filing or use, furnish the Representatives with copies of any such amendment or supplement and (C) file with the Commission any such amendment or supplement; provided that the Company shall not file or use any such amendment or supplement to which the Representatives or counsel for the Underwriters shall reasonably object. The Company will effect furnish to the Underwriters such compliancenumber of copies of such amendment or supplement as the Underwriters may reasonably request. The Company has given the Representatives notice of any filings made pursuant to the Exchange Act within 48 hours prior to the Applicable Time; the Company will give the Representatives notice of its intention to make any such filing from the Applicable Time to the First Closing Date and will furnish the Representatives with copies of any such documents a reasonable amount of time prior to such proposed filing, as the case may be, and will not file or use any such document to which the Representatives or counsel for the Underwriters shall reasonably object. At any time during the period during which a Prospectus relating to the Shares is required to be delivered under the Securities Act in connection with sales by any Underwriter or dealer, if there is any change in the information referred to in Section 2(b)(vii) with respect to a Selling Stockholder, such Selling Stockholder will immediately notify the Representatives of such change. Neither the Underwriter’s Representatives’ consent to, nor the Underwriter’s Underwriters’ delivery of, any such amendment or supplement shall constitute a waiver of any of the conditions set forth in Section 7 hereof5. (iviii) As soon as practicable, but not later than the Availability Date (as defined below), the Company will make generally available to its securityholders an “earnings statement statement” covering a the twelve-month period of at least 12 months beginning after ending December 31, 2012 that will satisfy, and provide to the Effective Date of Underwriters the Registration Statement which will satisfy benefits contemplated by, the provisions of Section 11(a) of the Securities Act and Rule 158158 under the Securities Act. (iv) The Company will furnish to the Representatives copies of each Registration Statement (without exhibits), each related preliminary prospectus, and, so long as a prospectus relating to the Shares is (or, but for the exception afforded by Rule 172, would be) required to be delivered under the Securities 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 reasonably request. For The Prospectus shall be so furnished on or prior to 3:00 P.M., New York time, on the purpose second business day following the execution and delivery of this Agreement. 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. (v) The Company will use its reasonable best efforts to arrange for the qualification of the preceding sentenceShares for sale under the laws of such jurisdictions as the Representatives designate and to which the Company shall consent (such consent not to be unreasonably withheld) and will continue such qualifications in effect so long as required for the distribution; provided that the Company will not be required to (A) qualify to do business in any jurisdiction in which it is not now qualified or take any action which would subject it to general or unlimited service of process in any jurisdiction where it is not now subject to such service of process or (B) subject the Company or any of its subsidiaries to taxation in any such jurisdiction where they are not now subject. (vi) During the period of three years hereafter, “Availability Date” means the 40th day Company will furnish to the Representatives and, upon request, to each of the other Underwriters, as soon as practicable after the end of each fiscal year, a copy of its annual report to stockholders for such year; and the fourth fiscal quarter following Company will furnish to the fiscal quarter Representatives as soon as available, a copy of each report and any definitive proxy statement of the Company filed with the Commission under the Exchange Act or mailed to stockholders; provided that includes such Effective Dateany information or documents available on the Commission’s XXXXX system shall be considered sufficiently furnished for the purposes of this Section 4(a)(vi). (vii) The Company will pay all expenses incident to the performance of the obligations of the Company and the Selling Stockholders, except thatas the case may be, if such fourth fiscal quarter is under this Agreement, including (i) the last quarter preparation, printing and filing of the Registration Statement (including financial statements and exhibits) as originally filed and each amendment thereto, (ii) the preparation, printing and delivery to the Underwriters of copies of each preliminary prospectus, each Issuer Free Writing Prospectus and the Prospectus and any amendments or supplements thereto and any costs associated with electronic delivery of any of the foregoing by the Underwriters to investors, (iii) the fees and disbursements of Xxxxx Xxxxx LLP, New York, as counsel to the Company, The Resolute Funds (as defined in Schedule A hereto) and JZ Capital Partners Limited, and the fees and disbursements of the Company’s fiscal yearand the Selling Stockholders’ accountants and other advisors, (iv) the qualification of the Shares under securities laws in accordance with the provisions of Section 4(a)(v) hereof, including filing fees and the reasonable fees and disbursements of counsel for the Underwriters, (v) the fees and expenses of any transfer agent or registrar for the Shares, (vi) 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 Shares, including one-half of the cost of any aircraft chartered in connection with attending or hosting such meetings, (vii) the fees and expenses incurred in connection with the listing of the Shares on the New York Stock Exchange. Edgewater (as defined in Schedule A hereto) will pay all fees and disbursements incurred in connection with its counsel, Xxxxxx Price P.C. Notwithstanding the foregoing, the Selling Stockholders will pay any stock or other transfer taxes and any stamp or other duties payable upon the sale, issuance or delivery of the Shares sold by the Selling Stockholders to the Underwriters. (viii) The Company represents that it has not made, and agrees that, unless it obtains the prior written consent of the Representatives, it will not make, any offer relating to the Shares that constitutes or would constitute an Issuer Free Writing Prospectus or that otherwise constitutes or would constitute a “Availability Datefree writing prospectus” means (as defined in Rule 405 under the 75th day Securities Act) or a portion thereof required to be filed by the Company with the Commission or retained by the Company under Rule 433 under the Securities Act; provided that the prior written consent of the Representatives hereto shall be deemed to have been given in respect of the Free Writing Prospectuses included in Schedule C hereto. Any such free writing prospectus consented to by the Representatives is hereinafter referred to as a “Permitted Free Writing Prospectus”. The Company agrees that (i) it has treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus, and (ii) has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 under the Securities Act applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission, legending and record keeping. (ix) For the period specified below (the “Lock-up Period”), the Company will not, without the prior written consent of the Representatives, (x) directly or indirectly, 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 dispose of, or file with the Commission a registration statement under the Securities Act relating to, any additional shares of its Common Stock or securities convertible into or exchangeable or exercisable for any shares of its Common Stock, or publicly disclose the intention to make any such offer, sale, pledge, disposition or filing, or (y) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, whether any such swap or transaction described in clause (x) above or this clause (y) is to be settled by delivery of Common Stock or such other securities, in cash or otherwise; except that the Company may (A) issue Common Stock pursuant to the conversion or exchange of convertible or exchangeable securities or the exchange of preferred shares or the exercise of warrants, options or other equity awards outstanding on the date hereof as described in the Disclosure Package and the Prospectus; (B) grant employee stock options, restricted stock awards or other equity awards pursuant to the terms of a plan in effect on the date hereof and described in the Disclosure Package and the Prospectus; (C) issue Common Stock pursuant to the exercise of such options or other equity awards; and (D) issue Common Stock or securities convertible into or exchangeable or exercisable for Common Stock (in an amount not to exceed 10% of the total Common Stock outstanding on the date of such issuance) in connection with the acquisition by the Company of another entity, provided that each recipient of such shares during the Lock-Up Period shall sign and deliver a Lock-Up Agreement. The initial Lock-Up Period will commence on the date of this Agreement and continue for 60 days after the end date hereof or such earlier date that the Representatives consent to in writing. The Company will cause each of such fourth fiscal quarterits directors and senior officers listed on Schedule E hereto to execute and deliver a Lock-up Agreement prior to the First Closing Date.

Certain Agreements of the Company and the Selling Stockholders. (a) The Company agrees with the Underwriter several Underwriters and the Selling Stockholders that: (ia) The Company has filed or will file each Statutory the Prospectus with the Commission pursuant to and in accordance with subparagraph (including 1) (or, if applicable and if consented to by the Final ProspectusRepresentatives, 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 424(b)(7462(b) not later than the second business day following the earlier of the date it is first used on or prior to 10:00 P.M., New York time, on the date of this Agreement. The Company has complied Agreement or, if earlier, on or prior to the time the Prospectus is printed and distributed to any Underwriter, or will comply with Rule 433make such filing at such later date as shall have been consented to by the Representatives. (iib) The Company will advise the Underwriter Representatives promptly of any proposal to amend or supplement at any time the Initial Registration Statement, any Additional Registration Statement or any Statutory Prospectus at any time and will afford the Underwriter a reasonable opportunity to comment on any not effect such proposed amendment or supplementsupplementation without the consent of the Representatives; and the Company will also advise the Underwriter Representatives promptly of (A) the filing effectiveness of any such Additional Registration Statement (if its Effective Time is subsequent to the execution and delivery of this Agreement) and of any amendment or supplement, (B) any request by the Commission supplementation of a Registration Statement or its staff for any amendment to any Registration Statement, for any supplement to any Statutory Prospectus or for any additional information, (C) and of the institution by the Commission of any stop order proceedings in respect of a Registration Statement or the threatening of any proceeding for that purpose, and (D) the receipt by the Company of any notification with respect to the suspension of the qualification of the Offered Securities in any jurisdiction or the institution or threatening of any proceedings for such purpose. The Company will use its reasonable best efforts to prevent the issuance of any such stop order or the suspension of any such qualification and, if issued, and to obtain as soon as possible the withdrawal thereofits lifting, if issued. (iiic) If, at any time when a prospectus relating to the Offered Securities is (or but for the exemption in Rule 172 under the Act would be required to be) required to be delivered under the Act in connection with sales by any Underwriter or dealer, any event occurs as a result of which the Final Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it is necessary at any time to amend the Registration Statement or supplement the Final Prospectus to comply with the Act, the Company will promptly notify the Underwriter Representatives of such event and will promptly prepare and file with the Commission and furnishCommission, at its own expense, to the Underwriter and the dealers and any other dealers upon the request of the Underwriter, an amendment or supplement which will correct such statement or omission or an amendment which will effect such compliance. Neither the Underwriter’s Representatives’ consent to, nor the Underwriter’s Underwriters’ delivery of, any such amendment or supplement shall constitute a waiver of any of the conditions set forth in Section 7 hereof7. (ivd) As soon as practicable, but not later than the Availability Date (as defined below), the Company will make generally available to its securityholders an earnings statement covering a period of at least 12 months beginning after the Effective Date 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 Act and Rule 158Act. For the purpose of the preceding sentence, “Availability Date” means the 40th 45th day after the end of the fourth fiscal quarter following the fiscal quarter that includes such Effective Date, except that, if such fourth fiscal quarter is the last quarter of the Company’s fiscal year, “Availability Date” means the 75th 90th day after the end of such fourth fiscal quarter.

Certain Agreements of the Company and the Selling Stockholders. (a) The Company agrees with the Underwriter several Underwriters and the Selling Stockholders that: (ia) The Company has filed or will file each Statutory the Prospectus with the Commission pursuant to and in accordance with subparagraph (including 1) (or, if applicable and if consented to by the Final ProspectusRepresentatives, 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 424(b)(7462(b) not later than the second business day following the earlier of the date it is first used on or prior to 10:00 p.m., New York time, on the date of this Agreement. The Company has complied Agreement or, if earlier, on or prior to the time the Prospectus is printed and distributed to any Underwriter, or will comply with Rule 433make such filing at such later date as shall have been consented to by the Representatives. (iib) The Company will advise the Underwriter Representatives promptly of any proposal to amend or supplement at any time the Initial Registration Statement, any Additional Registration Statement or any Statutory Prospectus at any time and will afford the Underwriter a reasonable opportunity to comment on any not effect such proposed amendment or supplementsupplementation without the consent of the Representatives; and the Company will also advise the Underwriter Representatives promptly of (A) the filing effectiveness of any such Additional Registration Statement (if its Effective Time is subsequent to the execution and delivery of this Agreement) and of any amendment or supplement, (B) any request by the Commission supplementation of a Registration Statement or its staff for any amendment to any Registration Statement, for any supplement to any Statutory Prospectus or for any additional information, (C) and of the institution by the Commission of any stop order proceedings in respect of a Registration Statement or the threatening of any proceeding for that purpose, and (D) the receipt by the Company of any notification with respect to the suspension of the qualification of the Offered Securities in any jurisdiction or the institution or threatening of any proceedings for such purpose. The Company will use its reasonable best efforts to prevent the issuance of any such stop order or the suspension of any such qualification and, if issued, and to obtain as soon as possible the withdrawal thereofits lifting, if issued. (iiic) If, at any time when a prospectus relating to the Offered Securities is (or but for the exemption in Rule 172 under the Act would be required to be) required to be delivered under the Act in connection with sales by any Underwriter or dealer, any event occurs as a result of which the Final Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it is necessary at any time to amend the Registration Statement or supplement the Final Prospectus to comply with the Act, the Company will promptly notify the Underwriter Representatives of such event and will promptly prepare and file with the Commission and furnishCommission, at its own expense, to the Underwriter and the dealers and any other dealers upon the request of the Underwriter, an amendment or supplement which will correct such statement or omission or an amendment which will effect such compliance. Neither the Underwriter’s Representatives’ consent to, nor the Underwriter’s Underwriters’ delivery of, any such amendment or supplement shall constitute a waiver of any of the conditions set forth in Section 7 hereof7. (ivd) As soon as practicable, but not later than the Availability Date (as defined below), the Company will make generally available to its securityholders an earnings statement covering a period of at least 12 months beginning after the Effective Date 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 Act and Rule 158Act. For the purpose of the preceding sentence, “Availability Date” means the 40th 45th day after the end of the fourth fiscal quarter following the fiscal quarter that includes such Effective Date, except that, if such fourth fiscal quarter is the last quarter of the Company’s fiscal year, “Availability Date” means the 75th 90th day after the end of such fourth fiscal quarter.

Certain Agreements of the Company and the Selling Stockholders. (a) The Company agrees with the Underwriter several Underwriters and the Selling Stockholders that: (i) The Company has filed or will file each Statutory Prospectus (including Prior to the Final Prospectus) pursuant to and in accordance with Rule 424(b)(7) not later than the second business day following the earlier termination of the date it is first used or offering of the date of this Agreement. The Company has complied and will comply with Rule 433. (ii) The Shares, the Company will advise the Underwriter promptly not file any amendment of any proposal to amend or supplement the Registration Statement or supplement to the Prospectus or any Statutory Prospectus at any time Rule 462(b) Registration Statement unless the Company has furnished you a copy for your review prior to filing and will afford the Underwriter a reasonable opportunity to comment on not file any such proposed amendment or supplement; and the supplement to which you reasonably object. The Company will also cause the Prospectus, properly completed, and any supplement thereto to be filed in a form to which the Representatives do not reasonably object with the Commission pursuant to the applicable paragraph of Rule 424(b) within the time period prescribed therein and will provide evidence satisfactory to the Representatives of such timely filing, which evidence shall be satisfied by the availability of such Prospectus on XXXXX (or any successor thereto). The Company will promptly advise the Underwriter promptly of Representatives (A) when the filing of Prospectus, and any such amendment supplement thereto, shall have been filed (if required) with the Commission pursuant to Rule 424(b) or supplementwhen any Rule 462(b) Registration Statement shall have been filed with the Commission, (B) when, prior to termination of the offering of the Shares, any amendment to the Registration Statement shall have been filed or become effective, (C) of any request by the Commission or its staff for any amendment to any of the Registration Statement, or any Rule 462(b) Registration Statement, or for any supplement to any Statutory the Prospectus or for any additional information, (CD) of the institution issuance by the Commission of any stop order proceedings in respect suspending the effectiveness of a the Registration Statement or of any notice objecting to its use or the institution or threatening of any proceeding for that purpose, purpose and (DE) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Offered Securities Shares for sale in any jurisdiction or the institution or threatening of any proceedings proceeding for such purpose, which notice, in the case of clauses (A) and (B) above, shall be satisfied by the availability of such amendment or supplement on XXXXX (or any successor thereto). The Company will use its best efforts make every reasonable effort to prevent the issuance of any such stop order or the suspension occurrence of any such qualification suspension or objection to the use of the Registration Statement and, if issuedupon such issuance, occurrence or notice of objection, to obtain as soon as possible the withdrawal thereofof such stop order or relief from such occurrence or objection, including, if necessary, by filing an amendment to the Registration Statement or a new registration statement and using its commercially reasonable efforts to have such amendment or new registration statement declared effective as soon as practicable. (iiiii) IfThe Company will comply with the Securities Act and the Exchange Act so as to permit the completion of the distribution of the Shares as contemplated in this Agreement and in the Registration Statement, the Disclosure Package and the Prospectus. If at any time when a prospectus relating to the Offered Securities Shares is (or or, but for the exemption in exception afforded by Rule 172 under the Securities Act (“Rule 172”), would be) required by the Securities Act to be delivered under the Act in connection with sales by any Underwriter or dealerof the Shares, any event occurs shall occur or condition shall exist as a result of which it is necessary, in the Final Prospectus as then amended opinion of counsel for the Underwriters or supplemented would for the Company, to (i) amend the Registration Statement in order that the Registration Statement will not include an untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary to make the statements thereintherein not misleading, (ii) amend or supplement the Disclosure Package or the Prospectus in order that the Disclosure Package or the Prospectus, as the case may be, will not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein not misleading in the light of the circumstances under which they were made, not misleading, or if existing at the time it is necessary at any time delivered to a purchaser or (iii) amend the Registration Statement or amend or supplement the Final Prospectus Disclosure Package or the Prospectus, as the case may be, in order to comply with the requirements of the Securities Act, the Company will promptly notify (A) give the Underwriter Representatives notice of such event and will promptly event, (B) prepare and file with the Commission and furnish, at its own expense, to the Underwriter and the dealers and any other dealers upon the request of the Underwriter, an amendment or supplement which will as may be necessary to correct such statement or omission or an to make the Registration Statement, the Disclosure Package or the Prospectus comply with such requirements and, a reasonable amount of time prior to any proposed filing or use, furnish the Representatives with copies of any such amendment or supplement and (C) file with the Commission any such amendment or supplement; provided that the Company shall not file or use any such amendment or supplement to which the Representatives or counsel for the Underwriters shall reasonably object. The Company will effect furnish to the Underwriters such compliancenumber of copies of such amendment or supplement as the Underwriters may reasonably request. The Company has given the Representatives notice of any filings made pursuant to the Exchange Act within 48 hours prior to the Applicable Time; the Company will give the Representatives notice of its intention to make any such filing from the Applicable Time to the First Closing Date and will furnish the Representatives with copies of any such documents a reasonable amount of time prior to such proposed filing, as the case may be, and will not file or use any such document to which the Representatives or counsel for the Underwriters shall reasonably object. At any time during the period during which a Prospectus relating to the Shares is required to be delivered under the Securities Act in connection with sales by any Underwriter or dealer, if there is any change in the information referred to in Section 2(b)(vii) with respect to a Selling Stockholder, such Selling Stockholder will immediately notify the Representatives of such change. Neither the Underwriter’s Representatives’ consent to, nor the Underwriter’s Underwriters’ delivery of, any such amendment or supplement shall constitute a waiver of any of the conditions set forth in Section 7 hereof5. (iviii) As soon as practicable, but not later than the Availability Date (as defined below), the Company will make generally available to its securityholders an “earnings statement statement” covering a the twelve-month period of at least 12 months beginning after ending December 31, 2012 that will satisfy, and provide to the Effective Date of Underwriters the Registration Statement which will satisfy benefits contemplated by, the provisions of Section 11(a) of the Securities Act and Rule 158158 under the Securities Act. (iv) The Company will furnish to the Representatives copies of each Registration Statement (without exhibits), each related preliminary prospectus, and, so long as a prospectus relating to the Shares is (or, but for the exception afforded by Rule 172, would be) required to be delivered under the Securities 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 reasonably request. For The Prospectus shall be so furnished on or prior to 3:00 P.M., New York time, on the purpose second business day following the execution and delivery of this Agreement. 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. (v) The Company will use its reasonable best efforts to arrange for the qualification of the preceding sentenceShares for sale under the laws of such jurisdictions as the Representatives designate and to which the Company shall consent (such consent not to be unreasonably withheld) and will continue such qualifications in effect so long as required for the distribution; provided that the Company will not be required to (A) qualify to do business in any jurisdiction in which it is not now qualified or take any action which would subject it to general or unlimited service of process in any jurisdiction where it is not now subject to such service of process or (B) subject the Company or any of its subsidiaries to taxation in any such jurisdiction where they are not now subject. (vi) During the period of three years hereafter, “Availability Date” means the 40th day Company will furnish to the Representatives and, upon request, to each of the other Underwriters, as soon as practicable after the end of each fiscal year, a copy of its annual report to stockholders for such year; and the fourth fiscal quarter following Company will furnish to the fiscal quarter Representatives as soon as available, a copy of each report and any definitive proxy statement of the Company filed with the Commission under the Exchange Act or mailed to stockholders; provided that includes such Effective Dateany information or documents available on the Commission’s XXXXX system shall be considered sufficiently furnished for the purposes of this Section 4(a)(vi). (vii) The Company will pay all expenses incident to the performance of the obligations of the Company and the Selling Stockholders, except thatas the case may be, if such fourth fiscal quarter is under this Agreement, including (i) the last quarter preparation, printing and filing of the Registration Statement (including financial statements and exhibits) as originally filed and each amendment thereto, (ii) the preparation, printing and delivery to the Underwriters of copies of each preliminary prospectus, each Issuer Free Writing Prospectus and the Prospectus and any amendments or supplements thereto and any costs associated with electronic delivery of any of the foregoing by the Underwriters to investors, (iii) the fees and disbursements of Xxxxx Xxxxx LLP, New York, as counsel to the Company, The Resolute Funds (as defined in Schedule A hereto) and JZ Capital Partners Limited, and the fees and disbursements of the Company’s fiscal yearand the Selling Stockholders’ accountants and other advisors, (iv) the qualification of the Shares under securities laws in accordance with the provisions of Section 4(a)(v) hereof, including filing fees and the reasonable fees and disbursements of counsel for the Underwriters, (v) the fees and expenses of any transfer agent or registrar for the Shares, (vi) 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 Shares, including one-half of the cost of any aircraft chartered in connection with attending or hosting such meetings, (vii) the fees and expenses incurred in connection with the listing of the Shares on the New York Stock Exchange. Edgewater (as defined in Schedule A hereto) will pay all fees and disbursements incurred in connection with its counsel, Xxxxxx Price P.C. Notwithstanding the foregoing, the Selling Stockholders will pay any stock or other transfer taxes and any stamp or other duties payable upon the sale, issuance or delivery of the Shares sold by the Selling Stockholders to the Underwriters. (viii) The Company represents that it has not made, and agrees that, unless it obtains the prior written consent of the Representatives, it will not make, any offer relating to the Shares that constitutes or would constitute an Issuer Free Writing Prospectus or that otherwise constitutes or would constitute a “Availability Datefree writing prospectus” means (as defined in Rule 405 under the 75th day Securities Act) or a portion thereof required to be filed by the Company with the Commission or retained by the Company under Rule 433 under the Securities Act; provided that the prior written consent of the Representatives hereto shall be deemed to have been given in respect of the Free Writing Prospectuses included in Schedule C hereto. Any such free writing prospectus consented to by the Representatives is hereinafter referred to as a “Permitted Free Writing Prospectus”. The Company agrees that (i) it has treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus, and (ii) has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 under the Securities Act applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission, legending and record keeping. (ix) For the period specified below (the “Lock-up Period”), the Company will not, without the prior written consent of the Representatives, (x) directly or indirectly, 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 dispose of, or file with the Commission a registration statement under the Securities Act relating to, any additional shares of its Common Stock or securities convertible into or exchangeable or exercisable for any shares of its Common Stock, or publicly disclose the intention to make any such offer, sale, pledge, disposition or filing, or (y) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, whether any such swap or transaction described in clause (x) above or this clause (y) is to be settled by delivery of Common Stock or such other securities, in cash or otherwise; except that the Company may (A) issue Common Stock pursuant to the conversion or exchange of convertible or exchangeable securities or the exchange of preferred shares or the exercise of warrants, options or other equity awards outstanding on the date hereof as described in the Disclosure Package and the Prospectus; (B) grant employee stock options, restricted stock awards or other equity awards pursuant to the terms of a plan in effect on the date hereof and described in the Disclosure Package and the Prospectus; (C) issue Common Stock pursuant to the exercise of such options or other equity awards; and (D) issue Common Stock or securities convertible into or exchangeable or exercisable for Common Stock (in an amount not to exceed 10% of the total Common Stock outstanding on the date of such issuance) in connection with the acquisition by the Company of another entity, provided that each recipient of such shares during the Lock-Up Period shall sign and deliver a Lock-Up Agreement. The initial Lock-Up Period will commence on the date of this Agreement and continue for 75 days after the end date hereof or such earlier date that the Representatives consent to in writing. The Company will cause each of such fourth fiscal quarterits directors and senior officers listed on Schedule E hereto to execute and deliver a Lock-up Agreement prior to the First Closing Date.

Certain Agreements of the Company and the Selling Stockholders. In the case of paragraphs (a) through (g) and (h) and (i) (to the extent applicable to the Company) below, the Company agrees with the Underwriter, and in the case of paragraphs (h) and (i) (to the extent applicable to the Selling Stockholders) below, the Selling Stockholders severally and not jointly agree with the Underwriter, that: (a) The Company agrees will file the Prospectus Supplement with the Underwriter and the Selling Stockholders that: (i) The Company has filed or will file each Statutory Prospectus (including the Final Prospectus) Commission pursuant to and in accordance with subparagraph (4) of Rule 424(b)(7424(b) not later than the second business day following the earlier of the date it is first used or the date execution and delivery of this Agreement. The Company has complied and will comply with Rule 433. (iib) The Company will advise the Underwriter promptly of any proposal to amend or supplement the Registration Statement or any Statutory the Prospectus at any time and will afford the Underwriter a reasonable opportunity to comment on any not effect such proposed amendment or supplementsupplementation without the Underwriter’s consent; and the Company will also advise the Underwriter promptly of (A) the filing of any such amendment or supplement, (B) any request by supplementation of the Commission Registration Statement or its staff for any amendment to any Registration Statement, for any supplement to any Statutory the Prospectus or for any additional information, (C) and of the institution by the Commission of any stop order proceedings in respect of a the Registration Statement or the threatening of any proceeding for that purpose, and (D) the receipt by the Company of any notification with respect to the suspension of the qualification of the Offered Securities in any jurisdiction or the institution or threatening of any proceedings for such purpose. The Company will use its reasonable best efforts to prevent the issuance of any such stop order or the suspension of any such qualification andand to obtain, as soon as possible, its lifting, if issued, to obtain as soon as possible the withdrawal thereof. (iiic) If, at any time when a prospectus relating to the Offered Firm Securities is (or but for the exemption in Rule 172 under the Act would be) required to be delivered under the Act in connection with sales by any the Underwriter or dealer, any event occurs as a result of which the Final Prospectus Prospectus, as then amended or supplemented 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 or, if it is necessary at any time to amend the Registration Statement or supplement the Final Prospectus to comply with the Act, the Company will promptly notify the Underwriter of such event and will promptly prepare and file with the Commission and furnishCommission, at its own expense, to the Underwriter and the dealers and any other dealers upon the request of the Underwriter, 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 or supplement shall constitute a waiver of any of the conditions set forth in Section 7 hereof6. (ivd) As soon as practicable, but not later than the Availability Date (as defined below), the Company will make generally available to its securityholders an earnings statement covering a period of at least 12 months beginning after the Effective Date effective date of the Registration Statement which will satisfy the provisions of Section 11(a) of the Act and Rule 158Act. For the purpose of the preceding sentence, “Availability Date” means the 40th 90th day after the end of the Company’s fourth fiscal quarter of the year after the year during which such effective date occurs. (e) The Company will furnish to the Underwriter copies of the Registration Statement (one of which will be signed and, along with four other copies, will include all exhibits), each related preliminary prospectus, and, so long as a prospectus relating to the Firm 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 Underwriter shall reasonably request. The Prospectus shall be so furnished on or prior to 11:00 A.M., New York time, on the second business day following the fiscal quarter later of the execution and delivery of this Agreement or the effective date of the 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 Underwriter all such documents. (f) The Company will arrange for the qualification of the Firm Securities for sale under the laws of such U.S. and Canadian jurisdictions as the Underwriter shall designate and will continue such qualifications in effect so long as required for the distribution; provided, however, that includes in connection therewith the Company shall not be required to qualify as a foreign corporation or to file a general consent to service of process in any jurisdiction or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject. (g) The Company agrees with the Underwriter that the Company will pay (1) the expenses incident to the performance of the obligations of the Company and each Selling Stockholder under this Agreement, (2) for any filing fees and other expenses (including reasonable fees and disbursements of counsel) in connection with qualification of the Firm Securities for sale under the laws of such Effective Datejurisdictions as the Underwriter designates and the printing of memoranda relating thereto, except (3) for the filing fee incident to the review by the National Association of Securities Dealers, Inc. of the Firm Securities, and (4) for expenses incurred in distributing the Prospectus (including any amendments and supplements thereto) to the Underwriter. (h) The Company and each Selling Stockholder agree with the Underwriter that they will not take, directly or indirectly, any action designed to or that would constitute or that might reasonably be expected to cause or result in, under the Exchange Act or otherwise, stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Securities. (i) The Company and the Selling Stockholders acknowledge and agree that in connection with this offering, sale of the Firm Securities or any other services the Underwriter may be deemed to be providing hereunder, notwithstanding any preexisting relationship, advisory or otherwise, between the parties or any oral representations or assurances previously or subsequently made by the Underwriter: (A) no fiduciary or agency relationship between the Company, Selling Stockholders and any other person, on the one hand, and the Underwriter, on the other, exists; (B) the Underwriter is not acting as advisor, expert or otherwise, to either the Company or the Selling Stockholders, including, without limitation, with respect to the determination of the public offering price of the Firm Securities, and such relationship between the Company and the Selling Stockholders, on the one hand, and the Underwriter, on the other, is entirely and solely commercial, based on arms-length negotiations; (C) any duties and obligations that the Underwriter may have to the Company or Selling Stockholders shall be limited to those duties and obligations specifically stated herein; and (D) the Underwriter and affiliates may have interests that differ from those of the Company and the Selling Stockholders. The Company and the Selling Stockholders hereby waive any claims that the Company or the Selling Stockholders may have against the Underwriter with respect to any breach of fiduciary duty in connection with the offering. The Company and each of the Selling Stockholders agree that, if such fourth fiscal quarter is notwithstanding anything in this Section 5 to the last quarter contrary, this Agreement shall not in any way supersede any of the rights or obligations of the Company’s fiscal year, CB Xxxxxxx Xxxxx Services, or any of the Selling Stockholders under the Securityholders’ Agreement dated as of July 20, 2001 (the “Availability Date” means Securityholders’ Agreement”), by and among the 75th day after Company, CB Xxxxxxx Xxxxx Services, Inc., the end Selling Stockholders and the other parties thereto, as amended on April 14, 2004, November 24, 2004, and August 1, 2005, and as further amended from time to time. As between the Company and any of such fourth fiscal quarterthe Selling Stockholders, in the event of any conflict between this Agreement and the Securityholders’ Agreement, as amended from time to time, the Securityholders’ Agreement shall control.

Certain Agreements of the Company and the Selling Stockholders. (a) The Company agrees with the Underwriter and the Selling Stockholders that: (ia) The Company has filed or will file each Statutory the Prospectus (including with the Final Prospectus) Commission pursuant to and in accordance with Rule 424(b)(7424(b)(5) not later than the second business day following the earlier of the date it is first used or the date execution and delivery of this Agreement. The Company has complied and will comply with Rule 433. (iib) The Company will advise the Underwriter promptly of any proposal to amend or supplement the Registration Statement or any Statutory the Prospectus at any time and will afford the Underwriter a reasonable opportunity to comment on any not effect such proposed amendment or supplementsupplement without the Underwriter's consent, which consent shall not be unreasonably withheld or delayed; and the Company will also advise the Underwriter promptly of (A) the filing of any such amendment or supplement, (B) any request by supplement of a Registration Statement or the Commission or its staff for any amendment to any Registration Statement, for any supplement to any Statutory Prospectus or for any additional information, (C) and of the institution by the Commission of any stop order proceedings in respect of a Registration Statement or the threatening of any proceeding for that purpose, and (D) the receipt by the Company of any notification with respect to the suspension of the qualification of the Offered Securities in any jurisdiction or the institution or threatening of any proceedings for such purpose. The Company will use its reasonable best efforts to prevent the issuance of any such stop order or the suspension of any such qualification and, if issued, and to obtain as soon as possible the withdrawal thereofits lifting, if issued. (iiic) If, at any time when a prospectus relating to the Offered Securities is (or but for the exemption in Rule 172 under the Act would be) required to be delivered under the Act in connection with sales by any the Underwriter or any dealer, any event occurs as a result of which the Final Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it is necessary at any time to amend the Registration Statement or supplement the Final Prospectus to comply with the Act, the Company will promptly notify the Underwriter of such event and will promptly prepare and file with the Commission and furnishCommission, at its own expense, to the Underwriter and the dealers and any other dealers upon the request of the Underwriter, 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, notification to the Underwriter nor the Underwriter’s 's delivery of, of any such amendment or supplement shall constitute a waiver of any of the conditions set forth in Section 7 hereof6. (ivd) As soon as practicable, but not later than 16 months after the Availability Date (as defined below)date of this Agreement, the Company will make generally available to its securityholders security holders an earnings statement covering a period of at least 12 months beginning after the Effective Date of the Registration Statement Statement, which will satisfy the provisions of Section 11(a) of the Act and Rule 158. For Act. (e) The Company will furnish to the purpose Underwriter copies of the preceding sentenceRegistration Statement (four (4) of which will be signed (no more than one of which must contain original signatures) and will include all exhibits), “Availability Date” means each related preliminary prospectus, and, so long as a prospectus relating to the 40th Offered Securities is required to be delivered under the Act in connection with sales by the Underwriter or any dealer, the Prospectus and all amendments and supplements to such documents, in each case in such quantities as the Underwriter reasonably requests. The Prospectus shall be so furnished on or prior to 3:00 P.M., New York time, on the business day following the later of the execution and delivery of this Agreement or the Effective Time of the Registration Statement. All other such documents shall be so furnished as soon as available. The Company will pay the expenses of reproduction and distributing to the Underwriter all such documents. (f) The Company will use its reasonable efforts, in cooperation with the Underwriter, to arrange for the qualification of the Offered Securities for sale under the laws of such jurisdictions as the Underwriter designates and will continue such qualifications in effect so 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 otherwise so subject. (g) For a period of 30 days after the end date of the fourth fiscal quarter following initial public offering of the fiscal quarter that includes Offered Securities, the Company will not offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, or file with the Commission a registration statement under the Act relating to, any additional shares of its Securities or securities convertible into or exchangeable or exercisable for any shares of its Securities, or publicly disclose the intention to make any such Effective Dateoffer, sale, pledge, disposition or filing, without the prior written consent of the Underwriter, except thatissuances of Securities pursuant to this Agreement, if the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options, in each case outstanding on the date hereof, grants of stock awards, phantom units and employee stock options pursuant to the terms of a plan in effect on the date hereof, issuances of Securities pursuant to the exercise of such fourth fiscal quarter is options or phantom units and the last quarter filing of any registration statement on Form S-8 relating to securities that have been or may be issued pursuant to any such plan. (h) The Company agrees with the Underwriter that the Company will pay all expenses incident to the performance of the Company’s fiscal yearobligations of the Company and the Selling Stockholders under this Agreement (including reasonable fees and disbursements of one counsel to all Selling Stockholders, “Availability Date” means not to exceed $25,000), for any filing fees and other expenses in connection with qualification of the 75th day Offered Securities for sale under the laws of such jurisdictions as the Underwriter designates and the reproduction by the Underwriter, of memoranda relating thereto, for the filing fee incident to the review by the National Association of Securities Dealers, Inc. of the Offered Securities, for any transfer taxes on the sale by the Selling Stockholders of the Offered Securities to the Underwriter and for expenses incurred in distributing preliminary prospectuses and the Prospectus (including any amendments and supplements thereto) to the Underwriter. (i) The Selling Stockholders agree, for a period of 45 days after the end date of the initial public offering of the Offered Securities, not to offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, any additional shares of the Securities of the Company or securities convertible into or exchangeable or exercisable for any shares of Securities, enter into a transaction which would have the same effect, or enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of the Securities, whether any such fourth fiscal quarteraforementioned transaction is to be settled by delivery of the Securities or such other securities, in cash or otherwise, or publicly disclose the intention to make any such offer, sale, pledge or disposition, or enter into any such transaction, swap, hedge or other arrangement, without, in each case, the prior written consent of the Underwriter.

Certain Agreements of the Company and the Selling Stockholders. (a) The Company agrees with the Underwriter several Underwriters and the Selling Stockholders that: (i) The Company has filed or will file each Statutory Prospectus (including Prior to the Final Prospectus) pursuant to and in accordance with Rule 424(b)(7) not later than the second business day following the earlier termination of the date it is first used or offering of the date of this Agreement. The Company has complied and will comply with Rule 433. (ii) The Shares, the Company will advise the Underwriter promptly not file any amendment of any proposal to amend or supplement the Registration Statement or supplement to the Prospectus or any Statutory Prospectus at any time Rule 462(b) Registration Statement unless the Company has furnished you a copy for your review prior to filing and will afford the Underwriter a reasonable opportunity to comment on not file any such proposed amendment or supplement; and the supplement to which you reasonably object. The Company will also cause the Prospectus, properly completed, and any supplement thereto to be filed in a form to which the Representatives do not reasonably object with the Commission pursuant to the applicable paragraph of Rule 424(b) within the time period prescribed therein and will provide evidence satisfactory to the Representatives of such timely filing, which evidence shall be satisfied by the availability of such Prospectus on XXXXX (or any successor thereto). The Company will promptly advise the Underwriter promptly of Representatives (A) when the filing of Prospectus, and any such amendment supplement thereto, shall have been filed (if required) with the Commission pursuant to Rule 424(b) or supplementwhen any Rule 462(b) Registration Statement shall have been filed with the Commission, (B) when, prior to termination of the offering of the Shares, any amendment to the Registration Statement shall have been filed or become effective, (C) of any request by the Commission or its staff for any amendment to any of the Registration Statement, or any Rule 462(b) Registration Statement, or for any supplement to any Statutory the Prospectus or for any additional information, (CD) of the institution issuance by the Commission of any stop order proceedings in respect suspending the effectiveness of a the Registration Statement or of any notice objecting to its use or the institution or threatening of any proceeding for that purpose, purpose and (DE) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Offered Securities Shares for sale in any jurisdiction or the institution or threatening of any proceedings proceeding for such purpose, which notice, in the case of clauses (A) and (B) above, shall be satisfied by the availability of such amendment or supplement on XXXXX (or any successor thereto). The Company will use its best efforts make every reasonable effort to prevent the issuance of any such stop order or the suspension occurrence of any such qualification suspension or objection to the use of the Registration Statement and, if issuedupon such issuance, occurrence or notice of objection, to obtain as soon as possible the withdrawal thereofof such stop order or relief from such occurrence or objection, including, if necessary, by filing an amendment to the Registration Statement or a new registration statement and using its commercially reasonable efforts to have such amendment or new registration statement declared effective as soon as practicable. (iiiii) IfThe Company will comply with the Securities Act and the Exchange Act so as to permit the completion of the distribution of the Shares as contemplated in this Agreement and in the Registration Statement, the Disclosure Package and the Prospectus. If at any time when a prospectus relating to the Offered Securities Shares is (or or, but for the exemption in exception afforded by Rule 172 under the Securities Act (“Rule 172”), would be) required by the Securities Act to be delivered under the Act in connection with sales by any Underwriter or dealerof the Shares, any event occurs shall occur or condition shall exist as a result of which it is necessary, in the Final Prospectus as then amended opinion of counsel for the Underwriters or supplemented would for the Company, to (i) amend the Registration Statement in order that the Registration Statement will not include an untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary to make the statements thereintherein not misleading, (ii) amend or supplement the Disclosure Package or the Prospectus in order that the Disclosure Package or the Prospectus, as the case may be, will not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein not misleading in the light of the circumstances under which they were made, not misleading, or if existing at the time it is necessary at any time delivered to a purchaser or (iii) amend the Registration Statement or amend or supplement the Final Prospectus Disclosure Package or the Prospectus, as the case may be, in order to comply with the requirements of the Securities Act, the Company will promptly notify (A) give the Underwriter Representatives notice of such event and will promptly event, (B) prepare and file with the Commission and furnish, at its own expense, to the Underwriter and the dealers and any other dealers upon the request of the Underwriter, an amendment or supplement which will as may be necessary to correct such statement or omission or an to make the Registration Statement, the Disclosure Package or the Prospectus comply with such requirements and, a reasonable amount of time prior to any proposed filing or use, furnish the Representatives with copies of any such amendment or supplement and (C) file with the Commission any such amendment or supplement; provided that the Company shall not file or use any such amendment or supplement to which the Representatives or counsel for the Underwriters shall reasonably object. The Company will effect furnish to the Underwriters such compliancenumber of copies of such amendment or supplement as the Underwriters may reasonably request. The Company has given the Representatives notice of any filings made pursuant to the Exchange Act within 48 hours prior to the Applicable Time; the Company will give the Representatives notice of its intention to make any such filing from the Applicable Time to the Closing Date and will furnish the Representatives with copies of any such documents a reasonable amount of time prior to such proposed filing, as the case may be, and will not file or use any such document to which the Representatives or counsel for the Underwriters shall reasonably object. At any time during the period during which a Prospectus relating to the Shares is required to be delivered under the Securities Act in connection with sales by any Underwriter or dealer, if there is any change in the information referred to in Section 2(b)(vii) with respect to a Selling Stockholder, such Selling Stockholder will immediately notify the Representatives of such change. Neither the Underwriter’s Representatives’ consent to, nor the Underwriter’s Underwriters’ delivery of, any such amendment or supplement shall constitute a waiver of any of the conditions set forth in Section 7 hereof5. (iviii) As soon as practicable, but not later than the Availability Date (as defined below), the Company will make generally available to its securityholders an “earnings statement statement” covering a the twelve-month period of at least 12 months beginning after ending December 31, 2012 that will satisfy, and provide to the Effective Date of Underwriters the Registration Statement which will satisfy benefits contemplated by, the provisions of Section 11(a) of the Securities Act and Rule 158158 under the Securities Act. (iv) The Company will furnish to the Representatives copies of each Registration Statement (without exhibits), each related preliminary prospectus, and, so long as a prospectus relating to the Shares is (or, but for the exception afforded by Rule 172, would be) required to be delivered under the Securities 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 reasonably request. For The Prospectus shall be so furnished on or prior to 3:00 P.M., New York time, on the purpose second business day following the execution and delivery of this Agreement. 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. (v) The Company will use its reasonable best efforts to arrange for the qualification of the preceding sentenceShares for sale under the laws of such jurisdictions as the Representatives designate and to which the Company shall consent (such consent not to be unreasonably withheld) and will continue such qualifications in effect so long as required for the distribution; provided that the Company will not be required to (A) qualify to do business in any jurisdiction in which it is not now qualified or take any action which would subject it to general or unlimited service of process in any jurisdiction where it is not now subject to such service of process or (B) subject the Company or any of its subsidiaries to taxation in any such jurisdiction where they are not now subject. (vi) During the period of three years hereafter, “Availability Date” means the 40th day Company will furnish to the Representatives and, upon request, to each of the other Underwriters, as soon as practicable after the end of each fiscal year, a copy of its annual report to stockholders for such year; and the fourth fiscal quarter following Company will furnish to the fiscal quarter Representatives as soon as available, a copy of each report and any definitive proxy statement of the Company filed with the Commission under the Exchange Act or mailed to stockholders; provided that includes such Effective Dateany information or documents available on the Commission’s XXXXX system shall be considered sufficiently furnished for the purposes of this Section 4(a)(vi). (vii) The Company will pay all expenses incident to the performance of the obligations of the Company and the Selling Stockholders, except thatas the case may be, if such fourth fiscal quarter is under this Agreement, including (i) the last quarter preparation, printing and filing of the Registration Statement (including financial statements and exhibits) as originally filed and each amendment thereto, (ii) the preparation, printing and delivery to the Underwriters of copies of each preliminary prospectus, each Issuer Free Writing Prospectus and the Prospectus and any amendments or supplements thereto and any costs associated with electronic delivery of any of the foregoing by the Underwriters to investors, (iii) the fees and disbursements of Xxxxx Xxxxx LLP, New York, as counsel to the Company, The Resolute Funds (as defined in Schedule A hereto) and JZ Capital Partners Limited, and the fees and disbursements of the Company’s fiscal yearand the Selling Stockholders’ accountants and other advisors, (iv) the qualification of the Shares under securities laws in accordance with the provisions of Section 4(a)(v) hereof, including filing fees and the reasonable fees and disbursements of counsel for the Underwriters, (v) the fees and expenses of any transfer agent or registrar for the Shares, (vi) 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 Shares, including one-half of the cost of any aircraft chartered in connection with attending or hosting such meetings, (vii) the fees and expenses incurred in connection with the listing of the Shares on the New York Stock Exchange. Edgewater (as defined in Schedule A hereto) will pay all fees and disbursements incurred in connection with its counsel, Xxxxxx Price P.C. Notwithstanding the foregoing, the Selling Stockholders will pay any stock or other transfer taxes and any stamp or other duties payable upon the sale, issuance or delivery of the Shares sold by the Selling Stockholders to the Underwriters. (viii) The Company represents that it has not made, and agrees that, unless it obtains the prior written consent of the Representatives, it will not make, any offer relating to the Shares that constitutes or would constitute an Issuer Free Writing Prospectus or that otherwise constitutes or would constitute a “Availability Datefree writing prospectus” means (as defined in Rule 405 under the 75th day after Securities Act) or a portion thereof required to be filed by the end Company with the Commission or retained by the Company under Rule 433 under the Securities Act; provided that the prior written consent of the Representatives hereto shall be deemed to have been given in respect of the Free Writing Prospectuses included in Schedule C hereto. Any such free writing prospectus consented to by the Representatives is hereinafter referred to as a “Permitted Free Writing Prospectus”. The Company agrees that (i) it has treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus, and (ii) has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 under the Securities Act applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission, legending and record keeping. (ix) For the period specified below (the “Lock-up Period”), the Company will not, without the prior written consent of the Representatives, (x) directly or indirectly, 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 dispose of, or file with the Commission a registration statement under the Securities Act relating to, any additional shares of its Common Stock or securities convertible into or exchangeable or exercisable for any shares of its Common Stock, or publicly disclose the intention to make any such offer, sale, pledge, disposition or filing, or (y) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, whether any such swap or transaction described in clause (x) above or this clause (y) is to be settled by delivery of Common Stock or such other securities, in cash or otherwise; except that the Company may (A) issue Common Stock pursuant to the conversion or exchange of convertible or exchangeable securities or the exchange of preferred shares or the exercise of warrants, options or other equity awards outstanding on the date hereof as described in the Disclosure Package and the Prospectus; (B) grant employee stock options, restricted stock awards or other equity awards pursuant to the terms of a plan in effect on the date hereof and described in the Disclosure Package and the Prospectus; (C) issue Common Stock pursuant to the exercise of such fourth fiscal quarter.options or other equity awards; and

Certain Agreements of the Company and the Selling Stockholders. (a) The Company agrees with the Underwriter several Underwriters and the Selling Stockholders that: (i) The Company has filed or will file each Statutory Prospectus (including and the Final Prospectus) Prospectus with the Commission pursuant to and in accordance with Rule 424(b)(7424(b) not later than the second business day following the earlier of the date it is first used or and the date execution and delivery of this Agreement. The Company has complied and will comply with Rule 433advise the Representative promptly of each such filing. (ii) The Until the distribution of the Offered Securities has been completed, the Company will advise the Underwriter Representative promptly of any proposal to amend or supplement the Registration Statement or any Statutory Prospectus at any time and will afford the Underwriter Representative a reasonable opportunity to comment on any such proposed amendment or supplement; and the Company will also advise the Underwriter Representative promptly of (A) the filing of any such amendment or supplement, (B) any request by the Commission or its staff for any amendment to any Registration Statement, for any supplement to any Statutory Prospectus or for any additional information, (C) and of the institution by the Commission of any stop order proceedings in respect of a the Registration Statement or suspending the use of any Statutory Prospectus or the Prospectus or of the suspension of qualification of the Offered Securities for offering or sale in any jurisdiction or the initiation or the threatening of any proceeding for that purpose, and (D) the receipt by the Company of any notification with respect such purpose or pursuant to the suspension Section 8A of the qualification of the Offered Securities in any jurisdiction or the institution or threatening of any proceedings for such purpose. The Company Act and will use its best efforts to prevent the issuance of any such stop order or the suspension of any such qualification and, if issued, and to obtain as soon as possible the withdrawal thereofits lifting, if issued. (iii) If, at any time when a prospectus relating to the Offered Securities is (or but for the exemption in Rule 172 under the Act would be) required to be delivered under the Act in connection with sales by any Underwriter or dealer, any event occurs as a result of which the Final Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it is necessary at any time to amend the Registration Statement or supplement the Final Prospectus to comply with the Act, the Company will promptly notify the Underwriter Representative of such event and will promptly prepare and file with the Commission and furnishCommission, at its own expense, to the Underwriter and the dealers and any other dealers upon the request of the Underwriter, an amendment or supplement which will correct such statement or omission or an amendment which will effect such compliance. Neither the Underwriter’s Representative's consent to, nor the Underwriter’s Underwriters' delivery of, any such amendment or supplement shall constitute a waiver of any of the conditions set forth in Section 7 6 hereof. (iv) As soon as practicable, but not later than the Availability Date (as defined below), the Company will make generally available to its securityholders security holders an earnings statement covering a period of at least 12 months beginning after the Effective Date of the Registration Statement which will satisfy the provisions of Section 11(a) of the Act and Rule 158Date. For the purpose of the preceding sentence, “Availability Date” "AVAILABILITY DATE" means the 40th day after the end of the fourth fiscal quarter following the fiscal quarter that includes such Effective Date, except that, if such fourth fiscal quarter is the last quarter of the Company’s 's fiscal year, “Availability Date” "AVAILABILITY DATE" means the 75th day after the end of such fourth fiscal quarter.

Certain Agreements of the Company and the Selling Stockholders. (a) The Company agrees with the Underwriter several Underwriters and the Selling Stockholders with respect to paragraphs (a) through (k) below, and each Selling Stockholder agrees with the Company and the several Underwriters with respect to paragraph (l), that: (ia) The Company has filed or will file each Statutory Prospectus (including the Final Prospectus) pursuant to and in accordance with Rule 424(b)(7424(b) (or, if applicable and consented to by the Representatives, subparagraph (6)(j) below) not later than the second business day following the earlier of the date it is first used or the date of this Agreement. The Company Company, in all material respects, has complied and will comply with Rule 433. (iib) The Company will prepare and file the Prospectus pursuant to and in accordance with Rule 424(b) (or, if applicable and consented to by the Representatives, subparagraph (6)(j) below) not later than the second business day following the date of this Agreement. (c) The Company will advise the Underwriter Representatives reasonably promptly of any proposal to amend or supplement the Registration Statement or any the Statutory Prospectus at any time and will afford the Underwriter Representatives’ a reasonable opportunity to comment on any such proposed amendment or supplement; and the Company will also advise the Underwriter Representatives reasonably promptly of (A) the filing of any such amendment or supplement, (B) any request by the Commission or its staff for any amendment to any Registration Statement, for any supplement to any Statutory Prospectus or for any additional information, (C) and of the institution by the Commission of any stop order proceedings in respect of a Registration Statement or the threatening of any proceeding for that purpose, part thereof and (D) the receipt by the Company of any notification with respect to the suspension of the qualification of the Offered Securities in any jurisdiction or the institution or threatening of any proceedings for such purpose. The Company will use its reasonable best efforts to prevent the issuance of any such stop order or the suspension of any such qualification and, if issued, and to obtain as soon as possible the withdrawal thereofits lifting, if issued. (iiid) If, at any time when a prospectus relating to the Offered Securities is (or but for the exemption in Rule 172 under the Act would be required to be) required to be delivered under the Act in connection with sales by any Underwriter or dealer, any event occurs as a result of which the Final Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it is necessary at any time to amend the Registration Statement or supplement the Final Prospectus to comply with the Act, the Company will reasonably promptly notify the Underwriter Representatives of such event and will reasonably promptly prepare and file with the Commission and furnishCommission, at its own expense, to the Underwriter and the dealers and any other dealers upon the request of the Underwriter, an amendment or supplement which will correct such statement or omission or an amendment which will effect such compliance. Neither the Underwriter’s Representatives’ consent to, nor the Underwriter’s Underwriters’ delivery of, any such amendment or supplement shall constitute a waiver of any of the conditions set forth in Section 7 hereof7. (ive) As soon as practicable, but not later than the Availability Date (as defined below), the Company will make generally available to its securityholders an earnings statement covering a period of at least 12 months beginning after the Effective Date effective date of the Registration Statement which will satisfy and satisfying the provisions of Section 11(a) of the Act and Rule 158Act. For the purpose purposes of the preceding previous sentence, “Availability Date” means the 40th day 60 days after the end of the Company’s fourth fiscal quarter following of the fiscal quarter that includes year after the fiscal year during which such Effective Dateeffective date occurs. (f) The Company will furnish to the Representatives copies of the Registration Statement, except thatincluding all exhibits, if any related preliminary prospectus, any related preliminary prospectus supplement, the Prospectus and all amendments and supplements to such fourth fiscal quarter is documents, in each case as soon as available and in such quantities as the last quarter Representatives reasonably request. The Company will pay the expenses of printing and distributing to the Underwriters all such documents. (g) The Company will arrange for the qualification of the Offered Securities for sale under the laws of such jurisdictions as the Representatives may reasonably request and will continue such qualifications in effect so long as required for the distribution. (h) The Company will pay all expenses incidental to the performance of its obligations under this Agreement, for any filing fees and other expenses incurred in connection with qualification of the Offered Securities for sale under the laws of such jurisdictions as the Representatives may reasonably request (including the reasonable fees and disbursements of one counsel) and the printing of memoranda relating thereto, for the filing fee incident to the review by the National Association of Securities Dealers, Inc. of the Offered Securities, for any travel expenses of the Company’s fiscal yearofficers and employees and any other expenses of the Company in connection with attending or hosting meetings with prospective purchasers of the Offered Securities, “Availability Date” means excluding the 75th day cost of any aircraft that may be chartered in connection with attending or hosting such meetings, for expenses incurred in distributing the Prospectus, any preliminary prospectuses, any preliminary prospectus supplements or any other amendments and supplements thereto, and for expenses incurred in preparing, printing and distributing any Issuer Free Writing Prospectuses to investors or prospective investors. (i) For the period commencing on the date hereof and continuing until and including the date 81 days after the end date hereof or such earlier date as the Representatives consent to in writing (the “Lock-Up Period”) the Company will not offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, or file with the Commission a registration statement under the Act relating to, any additional shares of its Securities or securities convertible into or exchangeable or exercisable for any shares of its Securities, or publicly disclose the intention to make any such offer, sale, pledge, disposition or filing, without the prior written consent of the Representatives, except grants of employee stock options pursuant to the terms of a plan in effect on the date hereof, issuances of Securities pursuant to the exercise of such fourth fiscal quarteroptions or the exercise of any other employee stock options outstanding on the date hereof or issuances of Securities pursuant to the Company’s incentive stock plan. (j) The Company represents and agrees that, unless it obtains the prior consent of the Representatives, and each Underwriter represents and agrees that, unless it obtains the prior consent of the Company and the Representatives, it has not made and will not make any offer relating to the Offered Securities that would constitute an Issuer Free Writing Prospectus, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405. Any such free writing prospectus consented to by the Company and the Representatives is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company represents that it has treated and agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has complied and will comply with the requirements of Rules 164 and 433 applicable to any Permitted Free Writing Prospectus, including timely Commission filing where required, legending and record keeping. (k) The Company will, during the period from the date hereof until and including April 30 2006, use its best efforts to prevent the officers listed in Schedule C hereto from offering, selling, contracting to sell, pledging or otherwise disposing of, directly or indirectly, any shares of the Securities of the Company or securities convertible into or exchangeable or exercisable for any shares of Securities, entering into a transaction which would have the same effect, or entering 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 transactions 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 transaction, swap, hedge or other arrangement; provided, that such officers will be permitted to transfer up to 1,000,000 shares of the Securities in aggregate. (l) Each Selling Stockholder will pay all expenses incurred by it and incidental to the performance of the obligations of such Selling Stockholder under this Agreement and for any transfer taxes on the sale of the Offered Securities by such Selling Stockholder to the Underwriters; provided that the Company will pay the reasonable fees and expenses of one counsel for the Selling Stockholders.

Certain Agreements of the Company and the Selling Stockholders. (a) The Company agrees with the Underwriter several Underwriters and the Selling Stockholders Stockholders, severally and not jointly, that: (i) The Company has filed or will file each Statutory Prospectus (including the Final Prospectus) , in a form approved by the Representative, with the Commission pursuant to and in accordance with subparagraph (1) (or, if applicable and if consented to by the Representative, subparagraph (4)) of Rule 424(b)(7424(b) not later than the second business day following the earlier of the date it is first used or the date execution and delivery of this Agreement. The Company has complied will advise the Representative promptly of any such filing pursuant to Rule 424(b) and will comply with Rule 433provide satisfactory evidence to the Representative of such timely filing. (ii) The Company will promptly advise the Underwriter promptly Representative of any proposal to amend or supplement at any time the Registration Statement or any Statutory Prospectus at any time and will afford the Underwriter a reasonable opportunity to comment on any not effect such proposed amendment or supplementsupplementation without the Representative’s consent; and the Company will also advise the Underwriter Representative promptly of of: (A) the filing of any such amendment or supplementsupplementation of a Registration Statement or any Statutory Prospectus, (B) any request by the Commission or its staff for any amendment to any Registration Statement, for any supplement to any Statutory Prospectus or for any additional information, (C) the institution by the Commission of any stop order proceedings in respect of a Registration Statement or the threatening of any proceeding for that purpose, and (D) the receipt by the Company of any notification with respect to the suspension of the qualification of the Offered Securities in any jurisdiction or the institution or threatening of any proceedings for such purpose. The Company will use its reasonable best efforts to prevent the issuance of any such stop order or the suspension of any such qualification and, if issued, to obtain as soon as possible the withdrawal thereof. (iii) If, at any time when a prospectus relating to the Offered Securities is (or but for the exemption in Rule 172 under the Act would be) required to be delivered under the Act in connection with sales by any Underwriter or dealer, any event occurs as a result of which the Final Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it is necessary at any time to amend the Registration Statement or supplement the Final Prospectus to comply with the Act, the Company will promptly notify the Underwriter Representative of such event and will promptly prepare and file with the Commission and furnish, at its own expense, to the Underwriter Underwriters and the dealers and any other dealers upon the request of the UnderwriterRepresentative, an amendment or supplement which will correct such statement or omission or an amendment which will effect such compliance. Neither the UnderwriterRepresentative’s consent to, nor the Underwriter’s Underwriters’ delivery of, any such amendment or supplement shall constitute a waiver of any of the conditions set forth in Section 7 hereof. (iv) As soon as practicable, but not later than the Availability Date (as defined below), the Company will make generally available to its securityholders an earnings statement covering a period of at least 12 months beginning after the Effective Date of the Registration Statement (or, if later, the Effective Date of the Additional Registration Statement) which will satisfy the provisions of Section 11(a) of the Act and Rule 158158 under the Act. For the purpose of the preceding sentence, “Availability Date” means the 40th day after the end of the fourth fiscal quarter following the fiscal quarter that includes such Effective Date, Date on which the Company is required to file its Form 10-Q for such fiscal quarter except that, if such fourth fiscal quarter is the last quarter of the Company’s fiscal year, “Availability Date” means the 75th day after the end of such fourth fiscal quarter.quarter on which the Company is required to file its Form 10-K.

Certain Agreements of the Company and the Selling Stockholders. The Company agrees and, where indicated, the Fund Selling Stockholders, jointly and severally, on the one hand, and the Individual Selling Stockholders, severally and not jointly, on the other hand, agree with the several Underwriters that: (a) The Company agrees with will use its commercially reasonable efforts to cause the Underwriter Registration Statement, if not effective at the time of execution of this Agreement, and the Selling Stockholders that: (i) any amendments thereto, to become effective as promptly as possible. The Company has filed or will shall prepare the Prospectus in a form approved by the Representatives and file each Statutory such Prospectus (including the Final Prospectus) pursuant to and in accordance with Rule 424(b)(7424(b) under the Securities Act not later than the Commission’s close of business on the second business day following the earlier of the date it is first used or the date execution and delivery of this Agreement. The Company has complied and will comply with Rule 433, or, if applicable, such earlier time as may be required by the Rules. (iib) The Company will advise the Underwriter Representatives promptly of any proposal to amend or supplement the initial or any additional registration statement as filed or the related prospectus or the Registration Statement or any Statutory the Prospectus at any time and will afford the Underwriter a reasonable opportunity to comment on any not effect such proposed amendment or supplementsupplementation without the Representatives’ consent, which consent shall not be unreasonably withheld; and the Company will also advise the Underwriter Representatives promptly of (A) the filing of any such amendment or supplement, (B) any request by supplementation of a Registration Statement or the Commission or its staff for any amendment to any Registration Statement, for any supplement to any Statutory Prospectus or for any additional information, (C) and of the institution by the Commission of any stop order proceedings in respect of a Registration Statement or the threatening of any proceeding for that purpose, and (D) the receipt by the Company of any notification with respect to the suspension of the qualification of the Offered Securities in any jurisdiction or the institution or threatening of any proceedings for such purpose. The Company will use its best efforts to prevent the issuance of any such stop order or the suspension of any such qualification and, if issued, and to obtain as soon as possible the withdrawal thereofits lifting, if issued. (iiic) If, at any time when a prospectus relating to the Offered Securities Shares is (or but for the exemption in Rule 172 under the Act would be) required to be delivered under the Securities Act in connection with sales by any Underwriter or dealer, any event occurs as a result of which the Final Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it is necessary at any time to amend the Registration Statement or supplement the Final Prospectus to comply with the Securities Act, the Company will will, or if such statements or omissions were made in reliance upon and in conformity with written information furnished to the Company by the Selling Stockholders expressly for use in the Prospectus, the Selling Stockholders will, promptly notify the Underwriter Representatives of such event and the Company will promptly prepare and file with the Commission and furnishCommission, at its own expense, to the Underwriter and the dealers and any other dealers upon the request of the Underwriter, an amendment or supplement which will correct such statement or omission or an amendment which will effect such compliance. Neither the Underwriter’s Representatives’ consent to, nor the Underwriter’s Underwriters’ delivery of, any such amendment or supplement shall constitute a waiver of any of the conditions set forth in Section 7 hereof6. (ivd) As soon as practicable, but not later than the Availability Date (as defined below), the Company will make generally available to its securityholders an earnings statement covering a period of at least 12 months beginning after the Effective Date of the Registration Statement (or, if later, the Effective Date of the Additional Registration Statement) which will satisfy the provisions of Section 11(a) of the Act and Rule 158Securities Act. For the purpose of the preceding sentence, “Availability Date” means the 40th 45th day after the end of the fourth fiscal quarter following the fiscal quarter that includes such Effective Date, except that, if such fourth fiscal quarter is the last quarter of the Company’s fiscal year, “Availability Date” means the 75th 90th day after the end of such fourth fiscal quarter.

Certain Agreements of the Company and the Selling Stockholders. (a) The Company agrees with the Underwriter and the Selling Stockholders that: (ia) The Company has filed or will file each Statutory Prospectus (the Prospectus, including the Final Prospectus) prospectus supplement reflecting the terms of the offering of the Offered Securities, with the Commission pursuant to and in accordance with subparagraph (2) of Rule 424(b)(7424(b) not later than the second business day following the earlier of the date it is first used or the date execution and delivery of this Agreement. The Company has complied and will comply with advise the Underwriter promptly of such filing pursuant to Rule 433424(b). (iib) The Company will advise the Underwriter promptly of any proposal to amend or supplement the Registration Statement or any Statutory the Prospectus at any time and will afford the Underwriter a reasonable opportunity to comment on any not effect such proposed amendment or supplementsupplement without the Underwriter’s consent, which consent shall not be unreasonably withheld; and the Company will also advise the Underwriter promptly of (A) the filing of any such amendment or supplement, (B) any request by supplementation of the Commission Registration Statement or its staff for any amendment to any Registration Statement, for any supplement to any Statutory the Prospectus or for any additional information, (C) and of the institution by the Commission of any stop order proceedings in respect of a the Registration Statement or the threatening of any proceeding for that purpose, part thereof and (D) the receipt by the Company of any notification with respect to the suspension of the qualification of the Offered Securities in any jurisdiction or the institution or threatening of any proceedings for such purpose. The Company will use its reasonable best efforts to prevent the issuance of any such stop order or the suspension of any such qualification and, if issued, and to obtain as soon as possible the withdrawal thereofits lifting, if issued. (iiic) If, at any time when a prospectus relating to the Offered Securities is (or but for the exemption in Rule 172 under the Act would be) required to be delivered under the Act in connection with sales by any the Underwriter or any dealer, any event occurs as a result of which the Final Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it is necessary at any time to amend the Registration Statement or supplement the Final Prospectus to comply with the Act, the Company will promptly notify the Underwriter of such event and will promptly prepare and file with the Commission and furnishCommission, at its own expense, to the Underwriter and the dealers and any other dealers upon the request of the Underwriter, 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 or supplement shall constitute a waiver of any of the conditions set forth in Section 7 6 hereof. (ivd) As soon as practicable, but not later than the Availability Date (as defined below), the Company will make generally available to its securityholders an earnings statement covering a period of at least 12 months beginning after the Effective Date date of the Registration Statement Company’s most recent Annual Report on Form 10-K/A filed with the Commission prior to the date of this Agreement (the “Annual Report”) which will satisfy the provisions of Section 11(a) of the Act and Rule 158Act. For the purpose of the preceding sentence, “Availability Date” means the 40th 90th day after the end of the Company’s fourth fiscal quarter of 2004. (e) The Company will furnish to the Underwriter copies of the Registration Statement (one 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 the Underwriter or any dealer, the Prospectus and all amendments and supplements to such documents, in each case in such quantities as the Underwriter reasonably requests. The Prospectus shall be so furnished on or prior to 3:00 P.M., New York time, on the business day following the fiscal quarter execution and delivery of this Agreement. All other such documents shall be so furnished as soon as available. The Company will pay the expenses of printing and distributing to the Underwriter all such documents. (f) The Company will arrange for the qualification of the Offered Securities for sale under the laws of such jurisdictions as the Underwriter reasonably designates and will continue such qualifications in effect so long as required for the distribution, provided that includes in connection therewith the Company will not be required to qualify as a foreign corporation or to file a general consent to service of process in any jurisdiction. (g) For a period of 90 days after the date of the Prospectus, the Company will not offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, or file with the Commission a registration statement under the Act relating to, any additional shares of its Securities or securities convertible into or exchangeable or exercisable for any shares of its Securities, or publicly disclose the intention to make any such Effective Dateoffer, except thatsale, if pledge, disposition or filing, without the prior written consent of the Underwriter, provided that the foregoing shall not apply to (i) issuances of Securities pursuant to the exercise of an option or warrant or the conversion of a security outstanding on the date of the Prospectus, (ii) the issuance of options under the Company’s existing stock option plans described in the Prospectus, (iii) the issuance of Securities (or options, warrants or convertible securities in respect thereof) in connection with a bona fide merger or acquisition transaction, provided that the Securities (or such fourth fiscal quarter is options, warrants and convertible securities) so issued are subject to the last quarter terms of a lock-up letter substantially in the form of Exhibit I hereto, and (iv) the filing by the Company with the Commission of any registration statement on Form S-8. (h) The Company and each of the Selling Stockholders agree with one another and with the Underwriter that (a) the Company will pay or cause to be paid the following: (i) the fees, disbursements and expenses of the Company’s fiscal yearcounsel and accountants in connection with the registration of the Offered Securities under the Act and all other expenses in connection with the preparation, “Availability Date” means printing and filing of the 75th Registration Statement, any preliminary prospectus and the Prospectus and amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriter and dealers; (ii) the cost of producing this Agreement, the closing documents (including any compilations thereof) and any other documents in connection with the offering, purchase, sale and delivery of the Offered Securities; (iii) all fees and expenses, if any, in connection with the continued listing the Offered Securities on The Nasdaq Stock Market’s National Market System; (iv) the filing fees incident to any required review by the NASD of the terms of the sale of the Securities; (v) the cost of preparing stock certificates; (vi) the cost and charges of any transfer agent or registrar; (vii) the fees and expenses of one counsel for the Selling Stockholders (which shall be the same firm as counsel for the Company); (viii) the fees and expenses of the Attorneys-in-Fact and the Custodian; (ix) 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; provided that any such travel shall require the prior consent of the Company; and (x) all other costs and expenses incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this paragraph; and (b) each of the Selling Stockholders will pay the following: (i) any fees and expenses of its counsel if it should choose to use separate counsel from the one referred to in clause (a)(vii) of this paragraph, (ii) its pro rata share of all expenses and taxes incident to the sale and delivery of the Offered Securities to be sold by such Selling Stockholder to the Underwriter hereunder, and (iii) any expenses it may incur which the Company has not agreed to pay pursuant to clause (a) of this paragraph (h). In connection with clause (b)(ii) of the preceding sentence, the Underwriter agrees to pay any New York State stock transfer tax, and such Selling Stockholder agrees to reimburse the Underwriter for associated carrying costs if such tax payment is not rebated on the day after the end of payment and for any portion of such fourth fiscal quartertax payment not rebated. It is understood, however, that the Company shall bear, and the Selling Stockholders shall not be required to pay or to reimburse the Company for, the cost of any other matters not directly relating to the sale and purchase of the Offered Securities pursuant to this Agreement, and that except as provided in this paragraph, and Sections 7 and 8 hereof, the Underwriter will pay all of its own costs and expenses, including the fees of its counsel (including legal fees incurred in connection with the preparation of this Agreement, the closing documents and any other documents prepared or reviewed by them in connection with the offering, purchase, sale and delivery of the Offered Securities), and travel or other expenses of the Underwriter in connection with attending or hosting meetings referred to in clause (a)(ix) of this paragraph, stock transfer taxes on resale of any of the Offered Securities by them, and any expenses for any “tombstone” advertisement placed in connection with the sale of the Offered Securities. (i) [Intentionally omitted].

Certain Agreements of the Company and the Selling Stockholders. (a) The Company agrees with the Underwriter several Underwriters and the Selling Stockholders that: (ia) The Company has filed or will file each Statutory the Prospectus with the Commission pursuant to and in accordance with subparagraph (including 1) (or, if applicable and if consented to by the Final ProspectusRepresentatives (which shall not be unreasonably withheld), 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 424(b)(7462(b) not later than the second business day following the earlier of the date it is first used on or prior to 10:00 P.M., New York time, on the date of this Agreement. The Company has complied Agreement or, if earlier, on or prior to the time the Prospectus is printed and distributed to any Underwriter, or will comply with Rule 433make such filing at such later date as shall have been consented to by the Representatives. (iib) The Company will advise the Underwriter Representatives promptly of any proposal to amend or supplement at any time the Initial Registration Statement, any Additional Registration Statement or any Statutory Prospectus at any time and will afford the Underwriter a reasonable opportunity to comment on any not effect such proposed amendment or supplementsupplementation without the Representatives’ consent; and the Company will also advise the Underwriter Representatives promptly of (A) the filing effectiveness of any such Additional Registration Statement (if its Effective Time is subsequent to the execution and delivery of this Agreement) and of any amendment or supplement, (B) any request by the Commission supplementation of a Registration Statement or its staff for any amendment to any Registration Statement, for any supplement to any Statutory Prospectus or for any additional information, (C) and of the institution by the Commission of any stop order proceedings in respect of a Registration Statement or the threatening of any proceeding for that purpose, and (D) the receipt by the Company of any notification with respect to the suspension of the qualification of the Offered Securities in any jurisdiction or the institution or threatening of any proceedings for such purpose. The Company will use its reasonable best efforts to prevent the issuance of any such stop order or the suspension of any such qualification and, if issued, and to obtain as soon as possible the withdrawal thereofits lifting, if issued. (iiic) If, at any time when a prospectus relating to the Offered Securities is (or but for the exemption in Rule 172 under the Act would be) required to be delivered under the Act in connection with sales by any Underwriter or dealer, any event occurs as a result of which the Final Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it is necessary at any time to amend the Registration Statement or supplement the Final Prospectus to comply with the Act, the Company will promptly notify the Underwriter Representatives of such event and will promptly prepare and file with the Commission and furnishCommission, at its own expense, to the Underwriter and the dealers and any other dealers upon the request of the Underwriter, an amendment or supplement which will correct such statement or omission or an amendment which will effect such compliance. Neither the Underwriter’s Representatives’ consent to, nor the Underwriter’s Underwriters’ delivery of, any such amendment or supplement shall constitute a waiver of any of the conditions set forth in Section 7 hereof6. (ivd) As soon as practicable, but not later than the Availability Date (as defined below), the Company will make generally available to its securityholders an earnings statement covering a period of at least 12 months beginning after the Effective Date 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 Act and Rule 158Act. For the purpose of the preceding sentence, “Availability Date” means the 40th 45th day after the end of the fourth fiscal quarter following the fiscal quarter that includes such Effective Date, except that, if such fourth fiscal quarter is the last quarter of the Company’s fiscal year, “Availability Date” means the 75th 90th day after the end of such fourth fiscal quarter.

Certain Agreements of the Company and the Selling Stockholders. (a) The Company agrees with the Underwriter and the Selling Stockholders that: (ia) The Company has filed or will file each Statutory Prospectus (the Prospectus, including the Final Prospectus) prospectus supplement reflecting the terms of the offering of the Offered Securities, with the Commission pursuant to and in accordance with subparagraph (2) of Rule 424(b)(7424(b) not later than the second business day following the earlier of the date it is first used or the date execution and delivery of this Agreement. The Company has complied and will comply with advise the Underwriter promptly of such filing pursuant to Rule 433424(b). (iib) The Company will advise the Underwriter promptly of any proposal to amend or supplement the Registration Statement or any Statutory the Prospectus at any time and will afford the Underwriter a reasonable opportunity to comment on any not effect such proposed amendment or supplementsupplement without the Underwriter’s consent, which consent shall not be unreasonably withheld; and the Company will also advise the Underwriter promptly of (A) the filing of any such amendment or supplement, (B) any request by supplementation of the Commission Registration Statement or its staff for any amendment to any Registration Statement, for any supplement to any Statutory the Prospectus or for any additional information, (C) and of the institution by the Commission of any stop order proceedings in respect of a the Registration Statement or the threatening of any proceeding for that purpose, part thereof and (D) the receipt by the Company of any notification with respect to the suspension of the qualification of the Offered Securities in any jurisdiction or the institution or threatening of any proceedings for such purpose. The Company will use its reasonable best efforts to prevent the issuance of any such stop order or the suspension of any such qualification and, if issued, and to obtain as soon as possible the withdrawal thereofits lifting, if issued. (iiic) If, at any time when a prospectus relating to the Offered Securities is (or but for the exemption in Rule 172 under the Act would be) required to be delivered under the Act in connection with sales by any the Underwriter or any dealer, any event occurs as a result of which the Final Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it is necessary at any time to amend the Registration Statement or supplement the Final Prospectus to comply with the Act, the Company will promptly notify the Underwriter of such event and will promptly prepare and file with the Commission and furnishCommission, at its own expense, to the Underwriter and the dealers and any other dealers upon the request of the Underwriter, 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 or supplement shall constitute a waiver of any of the conditions set forth in Section 7 6 hereof. (ivd) As soon as practicable, but not later than the Availability Date (as defined below), the Company will make generally available to its securityholders an earnings statement covering a period of at least 12 months beginning after the Effective Date date of the Registration Statement Company’s most recent Annual Report on Form 10-K/A filed with the Commission prior to the date of this Agreement (the “Annual Report”) which will satisfy the provisions of Section 11(a) of the Act and Rule 158Act. For the purpose of the preceding sentence, “Availability Date” means the 40th 90th day after the end of the Company’s fourth fiscal quarter of 2004. (e) The Company will furnish to the Underwriter copies of the Registration Statement (one 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 the Underwriter or any dealer, the Prospectus and all amendments and supplements to such documents, in each case in such quantities as the Underwriter reasonably requests. The Prospectus shall be so furnished on or prior to 3:00 P.M., New York time, on the business day following the fiscal quarter execution and delivery of this Agreement. All other such documents shall be so furnished as soon as available. The Company will pay the expenses of printing and distributing to the Underwriter all such documents. (f) The Company will arrange for the qualification of the Offered Securities for sale under the laws of such jurisdictions as the Underwriter reasonably designates and will continue such qualifications in effect so long as required for the distribution, provided that includes in connection therewith the Company will not be required to qualify as a foreign corporation or to file a general consent to service of process in any jurisdiction. (g) For a period of 90 days after the date of the Prospectus, the Company will not offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, or file with the Commission a registration statement under the Act relating to, any additional shares of its Securities or securities convertible into or exchangeable or exercisable for any shares of its Securities, or publicly disclose the intention to make any such Effective Dateoffer, except thatsale, if pledge, disposition or filing, without the prior written consent of the Underwriter, provided that the foregoing shall not apply to (i) issuances of Securities pursuant to the exercise of an option or warrant or the conversion of a security outstanding on the date of the Prospectus, (ii) the issuance of options under the Company’s existing stock option plans described in the Prospectus, (iii) the issuance of Securities (or options, warrants or convertible securities in respect thereof) in connection with a bona fide merger or acquisition transaction, provided that the Securities (or such fourth fiscal quarter is options, warrants and convertible securities) so issued are subject to the last quarter terms of a lock-up letter having provisions that are substantially the same as the lock-up letters described in Section 6(i) of this Agreement, and (iv) the filing by the Company with the Commission of any registration statement on Form S-8. (h) The Company and each of the Selling Stockholders agree with one another and with the Underwriter that (a) the Company will pay or cause to be paid the following: (i) the fees, disbursements and expenses of the Company’s fiscal yearcounsel and accountants in connection with the registration of the Offered Securities under the Act and all other expenses in connection with the preparation, printing and filing of the Registration Statement, any preliminary prospectus and the Prospectus and amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriter and dealers; (ii) the cost of producing this Agreement, the closing documents (including any compilations thereof) and any other documents in connection with the offering, purchase, sale and delivery of the Offered Securities; (iii) all fees and expenses, if any, in connection with the continued listing the Offered Securities on The Nasdaq Stock Market’s National Market System; (iv) the filing fees incident to any required review by the NASD of the terms of the sale of the Securities; (v) the cost of preparing stock certificates; (vi) the cost and charges of any transfer agent or registrar; (vii) the fees and expenses of one counsel for the Selling Stockholders (which shall be the same firm as counsel for the Company); (viii) the fees and expenses of the Attorneys-in-Fact and the Custodian; (ix) 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; provided that any such travel shall require the prior consent of the Company; and (x) all other costs and expenses incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this paragraph; and (b) each of the Selling Stockholders will pay the following: (i) any fees and expenses of its counsel if it should choose to use separate counsel from the one referred to in clause (a)(vii) of this paragraph, (ii) its pro rata share of all expenses and taxes incident to the sale and delivery of the Offered Securities to be sold by such Selling Stockholder to the Underwriter hereunder, and (iii) any expenses it may incur which the Company has not agreed to pay pursuant to clause (a) of this paragraph (h). In connection with clause (b)(ii) of the preceding sentence, the Underwriter agrees to pay any New York State stock transfer tax, and such Selling Stockholder agrees to reimburse the Underwriter for associated carrying costs if such tax payment is not rebated on the day of payment and for any portion of such tax payment not rebated. It is understood, however, that the Company shall bear, and the Selling Stockholders shall not be required to pay or to reimburse the Company for, the cost of any other matters not directly relating to the sale and purchase of the Shares pursuant to this Agreement, and that except as provided in this paragraph, and Sections 7 and 8 hereof, the Underwriter will pay all of its own costs and expenses, including the fees of its counsel (including legal fees incurred in connection with the preparation of this Agreement, the closing documents and any other documents prepared or reviewed by them in connection with the offering, purchase, sale and delivery of the Offered Securities), and travel or other expenses of the Underwriter in connection with attending or hosting meetings referred to in clause (a)(ix) of this paragraph, stock transfer taxes on resale of any of the Offered Securities by them, and any expenses for any “Availability Datetombstone” means advertisement placed in connection with the 75th day sale of the Offered Securities. (i) Each Selling Stockholder agrees, for a period of 90 days after the end date of the Prospectus, not to offer, sell, short sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, any additional shares of the Securities of the Company or securities convertible into or exchangeable or exercisable for any shares of Securities, enter into a transaction which would have the same effect, or enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of the Securities, whether any such aforementioned transaction is to be settled by delivery of the Securities or such other securities, in cash or otherwise, or publicly disclose the intention to make any such offer, sale, short sale, pledge or disposition, or enter into any such transaction, swap, hedge or other arrangement, without, in each case, the prior written consent of the Underwriter, provided that the foregoing shall not apply to (i) Securities acquired by such Selling Stockholder in the open market from and after the date of the Prospectus; (ii) any transfer of Securities or any securities convertible into or exercisable or exchangeable for Securities (A) as a bona fide gift or gifts, (B) as a distribution to partners, members or shareholders of such fourth fiscal quarterSelling Stockholder that are affiliates of such Selling Stockholder or (C) pursuant to a sale of 100% of the outstanding Securities of the Company (including, without limitation, in connection with a tender offer for such Securities or by way of merger of the Company with another person) to a third party or group of third parties that are not affiliates of the Company; and (iii) the sale of Securities to the Underwriter pursuant to this Agreement; provided that (x) in the case of any transfer or distribution pursuant to clause (ii)(A) or (B), each transferee, donee or distributee, as applicable, agrees in writing to be bound by the terms of a lock-up letter having provisions that are substantially the same as the provisions of this Section 5(i) and shall confirm that it has not engaged in any conduct since the date of this Agreement which would have constituted a breach or violation of the terms of this Section 5(i) had such transferee, donee or distributee, as applicable, been an original party to this Agreement, (y) in the case of any transfer or distribution pursuant to clause (ii)(A), no filing by any party (donor, donee, transferor or transferee) under Section 16(a) of the Exchange Act shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing on a Form 5 made after the expiration of the 90 day period referred to above) and (z) in the case of clause (ii)(C), the third party or group of third parties agree in writing to be bound by the restrictions set forth in this clause 5(i) until such time as such third party or group of third parties have acquired 100% of the outstanding Securities of the Company. In addition, each Selling Stockholder agrees that, without the prior written consent of the Underwriter, it will not, during the period commencing on the date hereof and ending 90 days after the date of the Prospectus, make any demand for or exercise any right with respect to, the registration of any Securities or any security convertible into or exercisable or exchangeable for the Securities.

Certain Agreements of the Company and the Selling Stockholders. (a) The Company agrees with the Underwriter and the Selling Stockholders that: (i) The Company has filed or will file each Statutory the Prospectus (including with the Final Prospectus) Commission pursuant to and in accordance with subparagraph (2) (or, if applicable and if consented to by the Underwriter, subparagraph (5)) of Rule 424(b)(7424(b) not later than the earlier of the second business day following the earlier of the date it is first used or the date execution and delivery of this Agreement. The Company has complied and will comply with advise the Underwriter promptly of any such filing pursuant to Rule 433424(b). (ii) The Company will advise the Underwriter promptly of any proposal to amend or supplement the Registration Statement or any Statutory the Prospectus at any time and will afford the Underwriter a reasonable opportunity to comment on any not effect such proposed amendment or supplementsupplementation without the Underwriter's consent (not to be unreasonably withheld); and the Company will also advise the Underwriter promptly of (A) the filing effectiveness of any such amendment or supplement, (B) any request by supplementation of the Commission Registration Statement or its staff for any amendment to any Registration Statement, for any supplement to any Statutory the Prospectus or for any additional information, (C) and of the institution by the Commission of any stop order proceedings in respect of a the Registration Statement or the threatening of any proceeding for that purpose, and (D) the receipt by the Company of any notification with respect to the suspension of the qualification of the Offered Securities in any jurisdiction or the institution or threatening of any proceedings for such purpose. The Company will use its best efforts to prevent the issuance of any such stop order or the suspension of any such qualification and, if issued, and to obtain as soon as possible the withdrawal thereofits lifting, if issued. (iii) If, at any time when a prospectus relating to the Offered Securities is (or but for the exemption in Rule 172 under the Act would be) required to be delivered under the Act in connection with sales by any the Underwriter or any dealer, any event occurs as a result of which the Final Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it is necessary at any time to amend the Registration Statement or supplement the Final Prospectus to comply with the Act, the Company will promptly notify the Underwriter of such event and will promptly prepare and file with the Commission Commission, and furnish, at its own expense, furnish to the Underwriter and the dealers (whose names and addresses the Underwriter will furnish to the Company) to which Offered Securities may have been sold by the Underwriter and to any other dealers upon the request of the Underwriterrequest, at 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 's consent to, nor the Underwriter’s 's delivery of, any such amendment or supplement shall constitute a waiver of any of the conditions set forth in Section 7 hereof6. (iv) As soon as practicable, but not later than the Availability Date (as defined below), the Company will make generally available to its securityholders an earnings statement covering a period of at least 12 months beginning after the Effective Date effective time of the Registration Statement which will satisfy the provisions of Section 11(a) of the Act and Rule 158Act. For the purpose of the preceding sentence, “Availability Date” "AVAILABILITY DATE" means the 40th 45th day after the end of the fourth fiscal quarter following the fiscal quarter that includes such Effective Dateeffective time, except that, if such fourth fiscal quarter is the last quarter of the Company’s 's fiscal year, “Availability Date” "AVAILABILITY DATE" means the 75th 90th day after the end of such fourth fiscal quarter.

Certain Agreements of the Company and the Selling Stockholders. (a) The Company agrees with the Underwriter several Underwriters and the Selling Stockholders that: (ia) The Company has filed or will file each Statutory Prospectus (including the Final Prospectus) pursuant to and in accordance with Rule 424(b)(7424(b)(1) or Rule 424(b)(2) (or, if applicable and consented to by the Representative (which shall not be unreasonably withheld), subparagraph (3), (4) or (5)) not later than the second business day following the earlier of the date it is first used or the date of this Agreement. The Company has complied and will comply with Rule 433. (iib) The Company will promptly advise the Underwriter promptly Representative of any proposal to amend or supplement the Registration Statement or any Statutory Prospectus with respect to the Offered Securities at any time and will afford the Underwriter Representative a reasonable opportunity to comment on any such proposed amendment or supplement; and the Company will also advise the Underwriter Representative promptly of (Ai) the filing of any such amendment or supplement, (Bii) any request by the Commission or its staff for any amendment to any Registration Statement, for any supplement to any Statutory Prospectus or for any additional information, in each case with respect to the Offered Securities, (Ciii) the institution by the Commission of any stop order proceedings in respect of a the Registration Statement or the threatening of any proceeding for that purpose, and (Div) the receipt by the Company of any notification with respect to the suspension of the qualification of the Offered Securities in any jurisdiction or the institution or threatening of any proceedings for such purpose. The Company will use its reasonable best efforts to prevent the issuance of any such stop order or the suspension of any such qualification and, if issued, to obtain as soon as possible the withdrawal thereof. (iiic) If, at any time when a prospectus relating to the Offered Securities is (or but for the exemption in Rule 172 under the Act 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 Registration Statement or the Final Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it is necessary at any time to amend the Registration Statement or supplement the Final Prospectus to comply with the Act, the Company will promptly notify the Underwriter Representative of such event and will promptly prepare and file with the Commission and furnishCommission, at its own expense, to the Underwriter and the dealers and any other dealers upon the request of the Underwriter, an amendment or supplement which will correct such statement or omission or an amendment which will effect such compliance. Neither the UnderwriterRepresentative’s consent to, nor the Underwriter’s Underwriters’ delivery of, any such amendment or supplement shall constitute a waiver of any of the conditions set forth in Section 7 hereof6. (ivd) As soon as practicable, but not later than 16 months after the Availability Date (as defined below)date of this Agreement, the Company will make generally available to its securityholders an earnings statement covering a period of at least 12 months beginning after the Effective Date date of the Registration Statement which will satisfy this Agreement and satisfying the provisions of Section 11(a) of the Act and Rule 158. For . (e) The Company will furnish to the purpose Representative copies of the preceding sentenceRegistration Statement (one of which will be signed and will include all exhibits), “Availability Date” means any Statutory Prospectus relating to the 40th day Offered Securities, the Final Prospectus and all amendments and supplements to such documents, in each case in such quantities as the Representative reasonably requests. The Company will pay the expenses of printing and distributing to the Underwriters all such documents. (f) The Company will arrange for the qualification of the Offered Securities for sale under the laws of such jurisdictions as the Representative designates and will continue such qualifications in effect so long as required for the distribution of the Offered Securities; provided that, in connection therewith, the Company shall not be required to qualify as a foreign corporation or to file a general consent to service of process in any jurisdiction or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject. (g) During the period of five years hereafter, the Company will furnish or make available to the Representative and, upon request, to each of the other Underwriters, as soon as practicable after the end of each fiscal year, a copy of its annual report to stockholders for such year; and the fourth fiscal quarter following Company will furnish or make available to the fiscal quarter that includes Representative as soon as available, a copy of each report and any definitive proxy statement of the Company filed with the Commission under the Exchange Act or mailed to stockholders. (h) For the period specified below (the “Lock-Up Period”), the Company will not offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, or file with the Commission a registration statement under the Act (other than a registration statement on Form S-8 or any successor form in connection with the registration of securities pursuant to the Company’s 2004 Long-Term Incentive Plan (the “Plan”)) relating to, any additional shares of its Securities or securities convertible into or exchangeable or exercisable for any shares of its Securities, or publicly disclose the intention to make any such Effective Dateoffer, sale, pledge, disposition or filing, without the prior written consent of the Representative, except thatwith respect to Securities issued or issuable pursuant to stock options outstanding on the date hereof and Securities and other stock-based awards issued or issuable pursuant to the terms of the Plan. The initial Lock-Up Period will commence on the date hereof and will continue and include the date 90 days after the date hereof or such earlier date that the Representative consents to in writing; provided, however, that if such fourth fiscal quarter is (1) during the last quarter 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 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 material event, as applicable, unless the Representative waives, in writing, such extension. The Company will provide the Representative with notice of any announcement described in clause (2) of the preceding sentence that gives rise to an extension of the Lock-Up Period. (i) The Company agrees with the several Underwriters that the Company will pay all expenses incident to the performance of its obligations under this Agreement, for any filing fees and other expenses (including fees and disbursements of counsel) in connection with qualification of the Offered Securities for sale under the laws of such jurisdictions as the Representative pursuant to Section 5(f) designates and the printing of memoranda relating thereto, for the filing fee incident to the review by the National Association of Securities Dealers, Inc. of the Offered Securities, for any travel expenses of the Company’s fiscal yearofficers and employees and any other expenses of the Company in connection with attending or hosting meetings with prospective purchasers of the Offered Securities, “Availability Date” means including the 75th day cost of any aircraft chartered in connection with attending or hosting such meetings, for expenses incurred in distributing any Statutory Prospectuses and the Final Prospectus (including any amendments and supplements thereto) to the Underwriters and for the fees, charges and disbursements of one firm of counsel to all of the Selling Stockholders incurred in connection with this Agreement and the transactions contemplated hereby. Each Selling Stockholder agrees with the several Underwriters that such Selling Stockholder will pay all expenses incident to the performance of the obligations of such Selling Stockholder under this Agreement which are not specifically provided for in this Section and for any transfer taxes on the sale by the Selling Stockholders of the Offered Securities to the Underwriters. The provisions of this Section shall not affect any agreement that the Company and the Selling Stockholders have made or may make for the sharing of costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby. (j) The Company and each Selling Stockholder hereby agree not to take, directly or indirectly, any action designed to or that would constitute or that might reasonably be expected to cause or result in, stabilization or manipulation of the price of any securities of the Company to facilitate the sale or resale of the Offered Securities. (k) Each Selling Stockholder agrees during the Lock-Up Period not to offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, any additional shares of the Securities of the Company or securities convertible into or exchangeable or exercisable for any shares of Securities, enter into a transaction which would have the same effect, or enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of the Securities, whether any such aforementioned transaction is to be settled by delivery of the Securities or such other securities, in cash or otherwise, or publicly disclose the intention to make any such offer, sale, pledge or disposition, or enter into any such transaction, swap, hedge or other arrangement, without, in each case, the prior written consent of the Representative. The initial Lock-Up Period will commence on the date hereof and will continue and include the date 90 days after the end date hereof or such earlier date that the Representative consents 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 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 material event, as applicable, unless the Representative waives, in writing, such extension. (l) Each Selling Stockholder hereby agrees to the total number of Offered Securities to be sold by the Selling Stockholders pursuant to this Agreement and to the allocation to and among the Selling Stockholders, and each of them, of such fourth fiscal quarterOffered Securities pursuant to this Agreement (as set forth on Schedule A hereto) for purposes of Section 2.2(d) of the Registration Rights Agreement, dated as of July 7, 2005, among the Company and the holders listed on the signature pages thereto.