Common use of Covenants of the Company and the Selling Shareholders Clause in Contracts

Covenants of the Company and the Selling Shareholders. The Company covenants with each Underwriter as follows: A. Compliance with Securities Regulations and Commission Requests. The Company, subject to Section III(B), will comply with the requirements of Rule 430A, and will notify the Representative immediately, (1) when any post-effective amendment to the Registration Statement shall become effective, or any supplement to the Prospectus or any amended Prospectus shall have been filed, (2) of the receipt of any comments from the Commission, (3) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or for additional information, (4) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of any order preventing or suspending the use of any preliminary prospectus, or of the suspension of the qualification of the Securities for offering or sale in any jurisdiction, or of the initiation or threatening of any proceedings for any of such purposes or of any examination pursuant to Section 8(e) of the 1933 Act concerning the Registration Statement and (5) if the Company becomes the subject of a proceeding under Section 8A of the 1933 Act in connection with the offering of the Securities. The Company will effect the filings required under Rule 424(b), in the manner and within the time period required by Rule 424(b) (without reliance on Rule 424(b)(8)), and will take such steps as it deems necessary to ascertain promptly whether the form of prospectus transmitted for filing under Rule 424(b) was received for filing by the Commission and, in the event that it was not, it will promptly file such prospectus. The Company will make every reasonable effort to prevent the issuance of any stop order and, if any stop order is issued, to obtain the lifting thereof as soon as practicable.

Covenants of the Company and the Selling Shareholders. A. The Company covenants and agrees with each Underwriter as followsthe several Underwriters that: A. Compliance with Securities Regulations (a) The Company will use its reasonable best efforts to cause the Registration Statement and Commission Requests. The Company, subject any amendment thereof to Section III(B), will comply with the requirements of Rule 430A, become effective as promptly as possible and will notify the Representative immediately, you immediately (1i) when any post-effective amendment to the Registration Statement shall and any amendments thereto become effective, or any supplement to the Prospectus or any amended Prospectus shall have been filed, (2) of the receipt of any comments from the Commission, (3ii) of any request by the Commission for any amendment of or supplement to the Registration Statement or any amendment or supplement to the Prospectus or for any additional information, (4iii) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto or of the initiation, or the threatening, of any order preventing or suspending proceedings therefor, (iv) of the use receipt of any preliminary prospectuscomments from the Commission, or and (v) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Securities Shares for offering or sale in any jurisdiction, jurisdiction or of the initiation or threatening of any proceedings proceeding for any of such purposes or of any examination pursuant to Section 8(e) of the 1933 Act concerning the Registration Statement and (5) if the Company becomes the subject of a proceeding under Section 8A of the 1933 Act in connection with the offering of the Securitiesthat purpose. The Company will effect the filings required under Rule 424(b), in the manner and within the time period required by Rule 424(b) (without reliance on Rule 424(b)(8)), and will take such steps as it deems necessary to ascertain promptly whether the form of prospectus transmitted for filing under Rule 424(b) was received for filing by If the Commission andshall propose or enter a stop order at any time, in the event that it was not, it will promptly file such prospectus. The Company will make every reasonable effort to prevent the issuance of any such stop order and, if any stop order is issued, to obtain the lifting of such order as soon as possible. (b) The Company will not file at any time, whether before or after the effective date of the Registration Statement, any amendment to the Registration Statement or any amendment of or supplement to the Prospectus unless (i) you shall have been provided a copy of such proposed amendment or supplement within a (c) If at any time when a prospectus relating to the Shares is required to be delivered under the Act, any event shall have occurred as a result of which the Prospectus as then amended or supplemented includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it shall be necessary at any time to amend or supplement the Prospectus or Registration Statement to comply with the Act or the Regulations, or to file under the Exchange Act so as to comply therewith any document incorporated by reference in the Registration Statement or the Prospectus or in any amendment thereof or supplement thereto, the Company will notify you promptly and prepare and file with the Commission an appropriate amendment or supplement (in form and substance satisfactory to you) which will correct such statement or omission or which will effect such compliance and will use its reasonable best efforts to have any amendment to the Registration Statement declared effective as soon as possible. (d) The Company will promptly deliver to each of you two copies of the executed Registration Statement, including exhibits and all documents incorporated by reference therein and all amendments thereto, and the Company will promptly deliver to each of the Underwriters such number of copies of any Preliminary Prospectus, the Prospectus, the Registration Statement, and all documents incorporated by reference in the Registration Statement and Prospectus or any amendment thereof or supplement thereto, without exhibits, if any, as you may reasonably request. (e) The Company will endeavor in good faith, in cooperation with you, at or prior to the time the Registration Statement becomes effective, to qualify the Shares for offering and sale under the securities laws relating to the offering or sale of the Shares in such jurisdictions as you may designate and to maintain such qualification in effect for so long as required for the distribution thereof; provided, however, the Company shall not be obligated under this subsection (e) to qualify as a foreign corporation to do business under the laws of any jurisdiction in which it is not qualified as of the date of this Agreement. (f) The Company will make generally available (within the meaning of Section 11(a) of the Act) to its security holders and to you as soon as practicable, but not later than 45 days after the end of its fiscal quarter in which the first anniversary date of the effective date of the Registration Statement occurs, an earnings statement (which need not be audited, but which shall satisfy the provisions of Section 11(a) of the Act) covering a period of at least twelve consecutive months beginning after the effective date of the Registration Statement. (g) During a period of 90 days from the effective date of the Registration Statement, the Company will not, without your prior written consent, issue, sell, offer or agree to sell, or otherwise dispose of, directly or indirectly, any Common Stock (or any securities convertible into, exercisable for or exchangeable for Common Stock), and the Company will obtain the undertaking of each of its officers and directors not to engage in any of the aforementioned transactions on the Company's behalf, other than (i) the sale of Shares hereunder or the Company's issuance of Common Stock upon the exercise of presently outstanding stock options, (ii) sales of Common Stock to the Company's Employee Stock Plan, consistent with past practices of the Company, and (iii) issuances of options to purchase Common Stock under the Company's employee and non-employee director stock option plans in effect on the date hereof, provided such options are not exercisable within such 90-day period. In addition, notwithstanding anything to the contrary contained herein, during the period of 90 days from the effective date of the Registration Statement, the Company will not agree, without your prior written consent, with any holder of options to purchase Common Stock to amend or modify any such options, or take any other actions, to provide for such options to become exercisable within such 90-day period. (h) During a period of three years from the effective date of the Registration Statement, the Company will furnish to you copies of (i) all reports to its shareholders; and (ii) all reports, financial statements and proxy or information statements filed by the Company with the Commission, any national securities exchange or the National Association of Securities Dealers, Inc. ("NASD"). (i) The Company will apply the net proceeds available to it from the sale of the Shares as set forth under "Use of Proceeds" in the Prospectus. B. Each Selling Shareholder covenants and agrees with the several Underwriters that: (a) During a period of 90 days from the effective date of the Registration Statement, no Selling Shareholder (including such Selling Shareholder's successors, assigns, heirs and legatees) will, without your prior written consent, sell, offer or agree to sell, or otherwise dispose of, directly or indirectly, any Common Stock other than such Selling Shareholder's Shares in accordance with the terms of this Agreement and except that the Zimmxx xxxily foundation shall not be subject to such restrictions on transfer. Except as otherwise expressly provided in the immediately preceding sentence, such Selling Shareholder agrees and consents to the entry of stop-transfer instructions with the Company's transfer agent against the transfer of shares of Common Stock held by such Selling Shareholder during such 90-day period without your prior written consent. (b) Such Selling Shareholder will advise the Attorney-in-Fact before the Closing Date or the Additional Closing Date, as the case may be, if any statement to be made on behalf of such Selling Shareholder in the certificate contemplated by Section (c) Such Selling Shareholder will cooperate with the Company in endeavoring to qualify the Shares for offering and sale under the securities laws relating to the offering or sale of the Shares of such jurisdictions as you may designate and will make such applications, file such documents, and furnish such information as may be reasonably required for that purpose.

Covenants of the Company and the Selling Shareholders. The Company covenants with each the Underwriter as follows: A. (a) Compliance with Securities Regulations and Commission Requests. The Company, subject to Section III(B3(b), will comply with the requirements of Rule 430A430B, and will notify the Representative Underwriter immediately, and confirm the notice in writing (1which may be by electronic mail), (i) when any post-effective amendment to the Registration Statement shall become effective, effective or any amendment or supplement to the Prospectus or any amended Prospectus shall have been filed, (2ii) of the receipt of any comments from the Commission, (3iii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus Prospectus, including any document incorporated by reference therein or for additional information, (4iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or any post-effective amendment or of any order preventing or suspending the use of any preliminary prospectusprospectus or the Prospectus, or of the suspension of the qualification of the Securities for offering or sale in any jurisdiction, or of the initiation or threatening of any proceedings for any of such purposes or of any examination pursuant to Section 8(d) or 8(e) of the 1933 Act concerning the Registration Statement and (5v) if the Company becomes the subject of a proceeding under Section 8A of the 1933 Act in connection with the offering of the Securities. The Company will effect the all filings required under Rule 424(b), in the manner and within the time period required by Rule 424(b) (without reliance on Rule 424(b)(8)), and will take such steps as it deems necessary to ascertain promptly whether the form of prospectus transmitted for filing under Rule 424(b) was received for filing by the Commission and, in the event that it was not, it will promptly file such prospectus. The Company will make every reasonable effort to prevent the issuance of any stop order order, prevention or suspension and, if any stop such order is issued, to obtain the lifting thereof at the earliest possible moment. The Company shall pay the required Commission filing fees relating to the Securities within the time required by Rule 456(b)(1)(i) under the 1933 Act Regulations without regard to the proviso therein and otherwise in accordance with Rules 456(b) and 457(r) under the 1933 Act Regulations (including, if applicable, by updating the “Calculation of Registration Fee” table in accordance with Rule 456(b)(1)(ii) either in a post-effective amendment to the Registration Statement or on the cover page of a prospectus filed pursuant to Rule 424(b)). (b) Continued Compliance with Securities Laws. The Company will comply with the 1933 Act, the 1933 Act Regulations, the 1934 Act and the 1934 Act Regulations so as soon to permit the completion of the distribution of the Securities as practicablecontemplated in this Agreement and in the Registration Statement, the General Disclosure Package and the Prospectus. If at any time when a prospectus relating to the Securities is (or, but for the exception afforded by Rule 172 of the 1933 Act Regulations (“Rule 172”), would be) required by the 1933 Act to be delivered in connection with sales of the Securities, any event shall occur or condition shall exist as a result of which it is necessary, in the opinion of counsel for the Underwriter or 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 a material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) amend or supplement the General Disclosure Package or the Prospectus in order that the General 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 existing at the time it is delivered to a purchaser or (iii) amend the Registration Statement or amend or supplement the General Disclosure Package or the Prospectus, as the case may be, in order to comply with the requirements of the 1933 Act or the 1933 Act Regulations, the Company will promptly (A) give the Underwriter notice of such event, (B) prepare any amendment or supplement as may be necessary to correct such statement or omission or to make the Registration Statement, the General Disclosure Package or the Prospectus comply with such requirements and, a reasonable amount of time prior to any proposed filing or use, furnish the Underwriter 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 Underwriter or counsel for the Underwriter shall object. The Company will furnish to the Underwriter such number of copies of such amendment or supplement as the Underwriter may reasonably request. The Company will give the Underwriter notice of its intention to make any filing pursuant to the 1934 Act or 1934 Act Regulations from the Applicable Time to the Closing Time and will furnish the Underwriter with copies of any such documents a reasonable amount of time prior to such proposed filing, as the case may be.

Covenants of the Company and the Selling Shareholders. A. The Company covenants and agrees with each Underwriter as followsthe several Underwriters that: A. Compliance with Securities Regulations and Commission Requests. The Company, subject to Section III(B), will comply with the requirements of Rule 430A, and will notify the Representative immediately, (1a) when any post-effective amendment to If the Registration Statement shall has not yet been declared effective, the Company will use its reasonable best efforts to cause the Registration Statement and any amendment thereof to become effective as promptly as possible, and if Rule 430A is used or the filing of the Prospectus is otherwise required under Rule 424(b), the Company will file the Prospectus (properly completed if Rule 430A has been used) pursuant to Rule 424(b) within the prescribed time period and will provide evidence satisfactory to you of such timely filing. The Company will notify you promptly (i) when, prior to the termination of the offering of the Shares, the Registration Statement and any amendments thereto become effective, or any supplement to the Prospectus or any amended Prospectus shall have been filed, (2) of the receipt of any comments from the Commission, (3ii) of any request by the Commission for any amendment of or supplement to the Registration Statement or the Prospectus or for any additional information, (iii) of the mailing or the delivery to the Commission for filing of any amendment of or supplement to the Prospectus Registration Statement or for additional informationthe Prospectus, (4iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto or of the initiation, or the threatening, of any order preventing or suspending proceedings therefor, (v) of the use receipt of any preliminary prospectuscomments from the Commission, or and (vi) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Securities Shares for offering or sale in any jurisdiction, jurisdiction or any notification of the initiation or threatening of any proceedings proceeding for any of such purposes or of any examination pursuant to Section 8(e) of the 1933 Act concerning the Registration Statement and (5) if the Company becomes the subject of a proceeding under Section 8A of the 1933 Act in connection with the offering of the Securitiesthat purpose. The Company will effect the filings required under Rule 424(b), in the manner and within the time period required by Rule 424(b) (without reliance on Rule 424(b)(8)), and will take such steps as it deems necessary to ascertain promptly whether the form of prospectus transmitted for filing under Rule 424(b) was received for filing by If the Commission andshall propose or enter a stop order at any time, in the event that it was not, it will promptly file such prospectus. The Company will make every reasonable effort to prevent the issuance of any such stop order and, if any stop order is issued, to obtain the lifting thereof of such order as soon as practicable.possible. The Company will not file any amendment to the Registration Statement or any amendment of or supplement to the Prospectus (including the prospectus required to be filed pursuant to Rule 424(b)) before or after the effective date of the Registration Statement or file any document under the

Covenants of the Company and the Selling Shareholders. A. The Company covenants and agrees with each Underwriter as followsthe several Underwriters that: A. Compliance with Securities Regulations and Commission Requests. The Company, subject to Section III(B), will comply with the requirements of Rule 430A, and will notify the Representative immediately, (1a) when any post-effective amendment to If the Registration Statement shall has not yet been declared effective, the Company will use its reasonable best efforts to cause the Registration Statement and any amendment thereof to become effective as promptly as possible, and if Rule 430A is used or the filing of the Prospectus is otherwise required under Rule 424(b), the Company will file the Prospectus (properly completed if Rule 430A has been used) pursuant to Rule 424(b) within the prescribed time period and will provide evidence satisfactory to you of such timely filing. The Company will notify you promptly (i) when, prior to the termination of the offering of the Shares, the Registration Statement and any amendments thereto become effective, or any supplement to the Prospectus or any amended Prospectus shall have been filed, (2) of the receipt of any comments from the Commission, (3ii) of any request by the Commission for any amendment of or supplement to the Registration Statement or the Prospectus or for any additional information, (iii) of the mailing or the delivery to the Commission for filing of any amendment of or supplement to the Prospectus Registration Statement or for additional informationthe Prospectus, (4iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto or of the initiation, or the threatening, of any order preventing or suspending proceedings therefor, (v) of the use receipt of any preliminary prospectuscomments from the Commission, or and (vi) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Securities Shares for offering or sale in any jurisdiction, jurisdiction or any notification of the initiation or threatening of any proceedings proceeding for any of such purposes or of any examination pursuant to Section 8(e) of the 1933 Act concerning the Registration Statement and (5) if the Company becomes the subject of a proceeding under Section 8A of the 1933 Act in connection with the offering of the Securitiesthat purpose. The Company will effect the filings required under Rule 424(b), in the manner and within the time period required by Rule 424(b) (without reliance on Rule 424(b)(8)), and will take such steps as it deems necessary to ascertain promptly whether the form of prospectus transmitted for filing under Rule 424(b) was received for filing by If the Commission andshall propose or enter a stop order at any time, in the event that it was not, it will promptly file such prospectus. The Company will make every reasonable effort to prevent the issuance of any such stop order and, if any stop order is issued, to obtain the lifting thereof of such order as soon as practicablepossible. The Company will not file any amendment to the Registration Statement or any amendment of or supplement to the Prospectus (including the prospectus required to be filed pursuant to Rule 424(b)) before or after the effective date of the Registration Statement or file any document under the Exchange Act if such document would be deemed to be incorporated by reference into the Prospectus to which you shall reasonably object in writing after being timely furnished in advance a copy thereof; provided, however, that if the Company is advised in writing by its counsel or its independent auditors that, in the opinion of such advisor, such amendment is required under applicable law, the Company may file such amendment notwithstanding the reasonable objection of the Underwriters. (b) If at any time when a prospectus relating to the Shares is required to be delivered under the Act any event shall have occurred as a result of which the Prospectus as then amended or supplemented includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it shall be necessary at any time to amend or supplement the Prospectus or Registration Statement to comply with the Act or the Regulations, or to file under the Exchange Act so as to comply therewith and the rules and regulations thereunder any document incorporated by reference in the Registration Statement or the Prospectus or in any amendment thereof or supplement thereto, the Company will notify you promptly and prepare and file with the Commission an appropriate amendment or supplement (in form and substance satisfactory to you) which will correct such statement or omission or which will effect such compliance and the Company will use its reasonable best efforts to have any amendment to the Registration Statement declared effective as soon as possible. (c) The Company will promptly deliver to you two signed copies of the Registration Statement, including exhibits and all documents incorporated by reference therein and all amendments thereto, and the Company will promptly deliver to each of the several Underwriters such number of copies of any preliminary prospectus, the Prospectus, the Registration Statement, all amendments of and supplements to such documents, if any, and all documents incorporated

Covenants of the Company and the Selling Shareholders. The Company covenants and the Selling Shareholders, severally and not jointly, covenant and agree with each Underwriter as followsthe Underwriters that: A. Compliance with Securities Regulations (a) If the Registration Statement has not yet been declared effective, the Company will use its best efforts to cause the Registration Statement and Commission Requestsany amendments thereto to become effective as promptly as possible, and if Rule 430A is used or the filing of the Prospectus is otherwise required under Rule 424(b) or Rule 434, the Company will file the Prospectus (properly completed if Rule 430A has been used) pursuant to Rule 424(b) or Rule 434 within the prescribed time period and will provide evidence satisfactory to the Representatives of such timely filing. The CompanyIf the Company elects to rely on Rule 434, subject to Section III(B), the Company will comply prepare and file a term sheet that complies with the requirements of Rule 430A, and will notify the Representative immediately, 434. (1i) when any post-effective amendment to the Registration Statement shall and any amendments thereto become effective, or any supplement to the Prospectus or any amended Prospectus shall have been filed, (2) of the receipt of any comments from the Commission, (3ii) of any request by the Commission for any amendment of or supplement to the Registration Statement or the Prospectus or for any additional information, (iii) of the mailing or the delivery to the Commission for filing of any amendment of or supplement to the Prospectus Registration Statement or for additional informationthe Prospectus, (4iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto or of the initiation, or the threatening, of any order preventing or suspending proceedings therefor, (v) of the use receipt of any preliminary prospectuscomments from the Commission, or and (vi) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Securities Shares for offering or sale in any jurisdiction, jurisdiction or of the initiation or threatening of any proceedings proceeding for any of such purposes or of any examination pursuant to Section 8(e) of the 1933 Act concerning the Registration Statement and (5) if the Company becomes the subject of a proceeding under Section 8A of the 1933 Act in connection with the offering of the Securitiesthat purpose. The Company will effect the filings required under Rule 424(b), in the manner and within the time period required by Rule 424(b) (without reliance on Rule 424(b)(8)), and will take such steps as it deems necessary to ascertain promptly whether the form of prospectus transmitted for filing under Rule 424(b) was received for filing by If the Commission andshall propose or enter a stop order at any time, in the event that it was not, it will promptly file such prospectus. The Company will make every reasonable effort to prevent the issuance of any such stop order and, if any stop order is issued, to obtain the lifting thereof of such order as soon as practicablepossible. The Company will not file any amendment to the Registration Statement or any amendment of or supplement to the Prospectus (including the prospectus required to be filed pursuant to Rule 424(b) or Rule 434) that differs from the prospectus on file at the time of the effectiveness of the Registration Statement before or after the effective date of the Registration Statement to which the Representatives shall reasonably object in writing after being timely furnished in advance a copy thereof.

Covenants of the Company and the Selling Shareholders. (a) The Company covenants and agrees with each Underwriter as followsof the Underwriters that: A. Compliance with Securities Regulations and Commission Requests. (i) The Company, subject to Section III(B), will comply with the requirements of Rule 430A, and Company will notify the Representative immediatelyUnderwriters immediately (and, if requested by the Underwriters, will confirm such notice in writing) (1a) when any post-effective amendment to the Registration Statement shall become becomes effective, or any supplement to the Prospectus or any amended Prospectus shall have been filed, (2) of the receipt of any comments from the Commission, (3b) of any request by the Commission for any amendment of or supplement to the Registration Statement or the Prospectus or for any additional information, (c) of the mailing or the delivery to the Commission for filing of the Prospectus or any amendment of or supplement to the Registration Statement or the Prospectus or for additional informationany document to be filed pursuant to the Exchange Act during any period when the Prospectus is required to be delivered under the Securities Act, (4d) of the issuance by the Commission of any stop order suspending the effectiveness of the either Registration Statement or any post-effective amendment thereto or of the initiation, or the threatening, of any order preventing or suspending proceedings therefor, (e) of the use receipt of any preliminary prospectuscomments or inquiries from the Commission, or and (f) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Securities Shares for offering or sale in any jurisdiction, jurisdiction or of the initiation or threatening of any proceedings proceeding for any of such purposes or of any examination pursuant to Section 8(e) of the 1933 Act concerning the Registration Statement and (5) if the Company becomes the subject of a proceeding under Section 8A of the 1933 Act in connection with the offering of the Securitiesthat purpose. The Company will effect the filings required under Rule 424(b), in the manner and within the time period required by Rule 424(b) (without reliance on Rule 424(b)(8)), and will take such steps as it deems necessary to ascertain promptly whether the form of prospectus transmitted for filing under Rule 424(b) was received for filing by If the Commission andshall propose or enter a stop order at any time, in the event that it was not, it will promptly file such prospectus. The Company will make every reasonable effort to prevent the issuance of any such stop order and, if any stop order is issued, to obtain the lifting thereof of such order as soon as possible. The Company will not file any post-effective amendment to the Registration Statement or any amendment of or supplement to the Prospectus (including any revised prospectus which the Company proposes for use by the Underwriters in connection with the offering of the Shares which differs from the prospectus filed with the Commission pursuant to Rule 424(b) of the Securities Act Regulations, whether or not such revised prospectus is required to be filed pursuant to Rule 424(b) of the Securities Act Regulations) to which the Underwriters or Underwriters' Counsel (as hereinafter defined) shall reasonably object, will furnish the Underwriters with copies of any such amendment or supplement a reasonable amount of time prior to such proposed filing or use, as the case may be, and will not file any such amendment or supplement or use any such prospectus to which the Underwriters or counsel for the Underwriters shall reasonably object. (ii) For such period of time as in the judgment of counsel for the Underwriters a Prospectus is required to be delivered in connection with sales by an Underwriter, any event shall occur as a result of which the Prospectus would, in the judgment of counsel to the Underwriters (which may be internal counsel for such Underwriter) or the Company include an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it shall be necessary at any time to amend or supplement the Prospectus or either Registration Statement to comply with the Securities Act or the Securities Act Regulations, the Company will notify the Underwriters promptly and prepare and file with the Commission an appropriate amendment or supplement (in form and substance satisfactory to the Underwriters) which will correct such statement or omission or which will effect such compliance. (iii) The Company has delivered to the Underwriters four conformed copies of the Registration Statement as originally filed, including exhibits, and all amendments thereto, and the Company will promptly deliver to each of the Underwriters, from time to time during the period that the Prospectus is required to be delivered under the Securities Act, such number of copies of the Prospectus and the Registration Statement, and all amendments of and supplements to such documents, if any, as the Underwriters may reasonably request. (iv) The Company will endeavor in good faith, in cooperation with the Underwriters, to qualify the Shares for offering and sale under the securities laws relating to the offering or sale of the Shares of such jurisdictions as the Underwriters may reasonably designate and to maintain such qualification in effect for so long as required for the distribution thereof; except that in no event shall the Company be obligated in connection therewith to qualify as a foreign corporation or to execute a general consent to service of process. (v) The Company will make generally available (within the meaning of Section 11(a) of the Securities Act) to its security holders and to the Underwriters as soon as practicable, but not later than 45 days after the end of its fiscal quarter in which the first anniversary date of the effective date of the Registration Statement occurs (or if such fiscal quarter is the Company's fourth fiscal quarter, not later than 90 days after the end of such quarter), an earnings statement (in form complying with the provisions of Rule 158 of the Regulations) covering a period of at least twelve consecutive months beginning after the effective date of the Registration Statement (as defined in Rule 158(c) under the Securities Act). (vi) During the period of 90 days from the date of the Prospectus, the Company will not, directly or indirectly, without the prior written consent of Bear Xxxxxxx, offer, sell, contract to sell, grant any option to purchase, pledge or otherwise dispose of, or, in any manner, transfer all or a portion of the economic consequences associated with the ownership of any shares of common stock or any securities convertible into or exercisable or exchangeable for common stock, except that the Company may (a) issue shares of Common Stock and options to purchase Common Stock under its 1998 and 1994 Stock Option Plans and 1999 Employee Stock Purchase Plans (as such terms are used in the Prospectus) in the form in which they are in effect on the date of the Prospectus, (b) shares of Common Stock upon exercise of warrants to purchase Common Stock that were issued and outstanding on the date of the Prospectus, or (c) shares of Common Stock issuable upon conversion of convertible securities that were issued and outstanding on the date of the Prospectus. (vii) During a period of three years from the date of the Prospectus, the Company will furnish to the Underwriters copies of (a) all reports to its shareholders; and (b) all reports, financial statements and proxy or information statements filed by the Company with the Commission or any national securities exchange. (viii) The Company will apply the proceeds from the sale of the Shares as set forth under "Use of Proceeds" in the Prospectus. (ix) If the Company elects to rely upon Rule 462(b), the Rule 462(b) Registration Statement shall have become effective by 10:00 A.M., Washington, D.C. time, on the date of this Agreement, no stop order suspending the effectiveness of the Registration Statement or any part thereof shall have been issued and no proceeding for that purpose shall have been initiated or threatened by the Commission, and all requests for additional information on the part of the Commission shall have been complied with to the Underwriters' reasonable satisfaction. (x) The Company, during the period when the Prospectus is required to be delivered under the Securities Act or the Exchange Act, will use commercially reasonable efforts to file all documents required to be filed with the Commission pursuant to Sections 13, 14 or 15 of the Exchange Act within the time periods required by the Exchange Act and the rules and regulations thereunder. (b) Each Selling Shareholder covenants and agrees with each of the Underwriters that: (i) During the period of 90 days after the date of the Prospectus, the Selling Shareholder will not, directly or indirectly, without the prior written consent of Bear Xxxxxxx, offer, sell, contract to sell, grant any option to purchase, pledge or otherwise dispose of, or, in any manner, transfer all or a portion of the economic consequences associated with the ownership of any shares of common stock or any securities convertible into or exercisable or exchangeable for common stock, except that the Selling Shareholder may make a disposition: (i) as a bona fide gift or gifts, provided that the donee or donees thereof agree in writing to be bound by the terms of the lock-up agreement signed by the Selling Shareholder of even date herewith; (ii) as a distribution to limited partners or shareholders of the undersigned, provided that the distributees thereof agree in writing to be bound by the terms of the lock-up agreement signed by the Selling Shareholder of even date herewith; (iii) if the undersigned is an individual, either during his or her lifetime or on death by will or intestacy to his or her immediate family or to a trust the beneficiaries of which are exclusively the undersigned and/or a member or members of his or her immediate family, provided that prior to any such transfer each transferee agrees in writing to be bound by the terms of the lock- up agreement signed by the Selling Shareholder of even date herewith; (iv) with respect to dispositions of common stock acquired on the open market or (v) with respect to the delivery of common shares to the Company in connection with the exercise of options issued on or prior to the date of the final prospectus held by the Selling Shareholders under the Company's 1998 and 1994 Stock Option Plans. (ii) The Selling Shareholder will deliver to Bear Xxxxxxx prior to the Closing Date a properly completed and executed United States Treasury Department Form W-8 (if the Selling Shareholder is a non-United States person) or Form W-9 (if the Selling Shareholder is a United States person).

Covenants of the Company and the Selling Shareholders. (a) The Company covenants and agrees with each Underwriter the several Underwriters as follows: A. Compliance with (i) The Company shall prepare the Prospectus in a form approved by the Representatives and file such Prospectus pursuant to Rule 424(b) under the Securities Regulations Act not later than the Commission's close of business on the second business day following the execution and Commission Requests. delivery of this Agreement, or, if applicable, such earlier time as may be required by Rule 430(a)(3) or Rule 434 under Securities Act. (ii) The Company, subject to Section III(B), will comply with Company shall promptly advise the requirements of Rule 430A, and will notify the Representative immediately, Representatives (1A) when any post-effective amendment to the Registration Statement shall have become effective, or any supplement to the Prospectus or any amended Prospectus shall have been filed, (2) of the receipt of any comments from the Commission, (3B) of any request by the Commission for any amendment to of the Registration Statement or any amendment or supplement to the Prospectus or for any additional information, (4C) of the prevention or suspension of the use of any preliminary prospectus or the Prospectus or of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the institution or threatening of any order preventing or suspending proceeding for that purpose and (D) of the use receipt by the Company of any preliminary prospectus, or of notification with respect to the suspension of the qualification of the Securities Shares for offering or sale in any jurisdiction, jurisdiction or of the initiation or threatening of any proceedings proceeding for such purpose. The Company shall not file any amendment of such purposes or of any examination pursuant to Section 8(e) of the 1933 Act concerning the Registration Statement and (5) if or supplement to the Prospectus unless the Company becomes has furnished the subject of Representatives a proceeding under Section 8A of copy for its review prior to filing and shall not file any such proposed amendment or supplement to which the 1933 Act in connection with the offering of the SecuritiesRepresentatives reasonably object. The Company will effect the filings required under Rule 424(b), in the manner and within the time period required by Rule 424(b) (without reliance on Rule 424(b)(8)), and will take such steps as it deems necessary to ascertain promptly whether the form of prospectus transmitted for filing under Rule 424(b) was received for filing by the Commission and, in the event that it was not, it will promptly file such prospectus. The Company will make every reasonable effort shall use its best efforts to prevent the issuance of any such stop order and, if any stop order is issued, to obtain as soon as possible the lifting thereof withdrawal thereof. (iii) If, at any time when a Prospectus relating to the Shares is required to be delivered under the Securities Act and the Rules, any event occurs as a result of which the Prospectus as then amended or supplemented would include any untrue statement of 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 shall be necessary to amend or supplement the Prospectus to comply with the Securities Act or the Rules, the Company promptly shall prepare and file with the Commission, subject to the second sentence of paragraph (ii) of this Section 7(a) an amendment or supplements which shall correct such statement or omission or an amendment which shall effect such compliance. (iv) The Company shall make generally available to its security holders and to the Representatives as soon as practicable, but not later than 45 days after the end of the 12-month period beginning at the end of the fiscal quarter of the Company during which the Effective Date occurs (or 90 days if such 12-month period coincides with the Company's fiscal year), an earning statement (which need not be audited) of the Company, covering such 12-month period, which shall satisfy the provisions of Section 11(a) of the Securities Act or Rule 158 of the Rules. (v) The Company shall make generally available to its security holders and to the Representatives as soon as practicable, but not later than 45 days after the end of each fiscal quarter in each fiscal year of the Company, a balance sheet of the Company as of the end of such fiscal quarter and statements of operations and cash flows of the Company for the portion of such fiscal year ended the last day of such fiscal quarter, all in reasonable detail and stating in comparative form the figures as of the corresponding date and for the corresponding period in the previous fiscal year, all such material to be prepared and certified by an authorized financial officer of the Company. (vi) The Company shall furnish to the Representatives and counsel for the Underwriters, without charge, signed copies of the Registration Statement (including all exhibits thereto and amendments thereof) and to each other Underwriter a copy of the Registration Statement (without exhibits thereto) and all amendments thereof and, so long as delivery of a prospectus by an Underwriter or dealer may be required by the Securities Act or the Rules, as many copies of any preliminary prospectus and the Prospectus and amendments thereof and supplements thereto as the Representatives may reasonably request. (vii) In the event it becomes necessary to qualify the Shares for sale in various states, the Company shall cooperate with the Representatives and their counsel in endeavoring to qualify the Shares for offer and sale in connection with this offering under the state Blue Sky laws of such jurisdictions as the Representatives may designate and shall maintain such qualifications in effect so long as required for the distribution of the Shares; provided, however, that the Company shall not be required in connection therewith, as a condition thereof, to qualify as a foreign corporation or to execute a general consent to service of process in any jurisdiction or subject itself to taxation as doing business in any jurisdiction. (viii) For a period of five years after the date of this Agreement, the Company shall supply to the Representatives, and to each other Underwriter who may so request in writing, copies of such financial statements and other periodic and special reports as the Company may from time to time distribute generally to the holders of any class of its capital stock and to furnish to the Representatives a copy of each annual or other report it shall be required to file with the Commission (including the Report on Form SR required by Rule 463 of the Rules). (ix) Without the prior written consent of Xxxxxxxxxxx & Co., Inc., for a period of 180 days after the date of this Agreement, the Company shall not issue, sell or register (other than on Form S-8 or on a successor form), or otherwise dispose of, directly or indirectly, any equity securities of the Company (or any securities convertible into, exercisable for or exchangeable for equity securities of the Company), except for the issuance of the Shares pursuant to the Registration Statement and the issuance of options pursuant to the Company's 1986 Incentive Stock Plan, 1996 Stock Option Plan, 1997 Employee Stock Purchase Plan and Employee Stock Bonus Plan (collectively, the "Stock Option Plans") as described in the Registration Statement and the Prospectus. In the event that during this period, (A) any options are issued pursuant to the Company's Stock Option Plans that are exercisable during such 180-day period or

Covenants of the Company and the Selling Shareholders. A. The Company covenants and agrees with each Underwriter as followsthe several Underwriters that: A. Compliance with Securities Regulations (a) If the Registration Statement has not yet been declared effective the Company will use its best efforts to cause the Registration Statement and Commission Requestsany amendments thereto to become effective as promptly as possible, and if Rule 430A is used or the filing of the Prospectus is otherwise required under Rule 424(b) or Rule 434, the Company will file the Prospectus (properly completed if Rule 430A has been used) pursuant to Rule 424(b) or Rule 434 within the prescribed time period and will provide evidence satisfactory to you of such timely filing. The CompanyIf the Company elects to rely on Rule 434, subject to Section III(B), the Company will comply prepare and file a term sheet that complies with the requirements of Rule 430A, and will notify the Representative immediately, 434. (1i) when any post-effective amendment to the Registration Statement shall and any amendments thereto become effective, or any supplement to the Prospectus or any amended Prospectus shall have been filed, (2) of the receipt of any comments from the Commission, (3ii) of any request by the Commission for any amendment of or supplement to the Registration Statement or the Prospectus or for any additional information, (iii) of the mailing or the delivery to the Commission for filing of any amendment of or supplement to the Prospectus Registration Statement or for additional informationthe Prospectus, (4iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto or of the initiation, or the threatening, of any order preventing or suspending proceedings therefor, (v) of the use receipt of any preliminary prospectuscomments from the Commission, or and (vi) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Securities Shares for offering or sale in any jurisdiction, jurisdiction or of the initiation or threatening of any proceedings proceeding for any of such purposes or of any examination pursuant to Section 8(e) of the 1933 Act concerning the Registration Statement and (5) if the Company becomes the subject of a proceeding under Section 8A of the 1933 Act in connection with the offering of the Securitiesthat purpose. The Company will effect the filings required under Rule 424(b), in the manner and within the time period required by Rule 424(b) (without reliance on Rule 424(b)(8)), and will take such steps as it deems necessary to ascertain promptly whether the form of prospectus transmitted for filing under Rule 424(b) was received for filing by If the Commission andshall propose or enter a stop order at any time, in the event that it was not, it will promptly file such prospectus. The Company will make every reasonable effort to prevent the issuance of any such stop order and, if any stop order is issued, to obtain the lifting thereof of such order as soon as possible. The Company will not file any amendment to the Registration Statement or any amendment of or supplement to the Prospectus (including the prospectus required to be filed pursuant to Rule 424(b)or Rule 434) that differs from the prospectus on file at the time of the effectiveness of the Registration Statement before or after the effective date of the Registration Statement to which you shall reasonably object in writing after being timely furnished in advance a copy thereof. (b) If at any time when a prospectus relating to the Shares is required to be delivered under the Act any event shall have occurred as a result of which the Prospectus as then amended or supplemented would, in the judgment of the Underwriters or the Company include an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it shall be necessary at any time to amend or supplement the Prospectus or Registration Statement to comply with the Act or the Regulations, 13 the Company will notify you promptly and prepare and file with the Commission an appropriate amendment or supplement (in form and substance satisfactory to you) which will correct such statement or omission and will use its best efforts to have any amendment to the Registration Statement declared effective as soon as possible. (c) The Company will promptly deliver to each of you two signed copies of the Registration Statement, including exhibits and all amendments thereto, and the Company will promptly deliver to each of the Underwriters such number of copies of any preliminary prospectus, the Prospectus, the Registration Statement, and all amendments of and supplements to such documents, if any, as you may reasonably request. (d) The Company will endeavor in good faith, in cooperation with you, at or prior to the time of effectiveness of the Registration Statement, to qualify the Shares for offering and sale under the securities laws relating to the offering or sale of the Shares of such jurisdictions as you may designate and to maintain such qualification in effect for so long as required for the distribution thereof; except that in no event shall the Company be obligated in connection therewith to qualify as a foreign corporation or to execute a general consent to service of process. (e) The Company will make generally available (within the meaning of Section 11(a) of the Act) to its security holders and to you as soon as practicable, but not later than 45 days after the end of its fiscal quarter in which the first anniversary date of the effective date of the Registration Statement occurs, an earnings statement (in form complying with the provisions of Rule 158 of the Regulations) covering a period of at least 12 consecutive months beginning after the effective date of the Registration Statement. (f) During the period of 90 days from the date of the Prospectus, the Company will not, without the prior written consent of Bear, Steaxxx & Xo. Inc., on behalf of the Underwriters, issue, sell, offer or agree to sell, grant any option for the sale of, or otherwise dispose of, directly or indirectly, any Common Stock (or any securities convertible into, exercisable for or exchangeable for Common Stock), and the Company will obtain the undertaking of each of its officers and directors, and such of its shareholders (other than the Selling Shareholders) as have been heretofore designated by you and listed on Schedule III attached hereto not to engage in any of the aforementioned transactions on their own behalf during the period 180 days from the date of the Prospectus, other than the sale by the Company and the Selling Shareholders of Shares hereunder and the Company's issuance of Common Stock upon the exercise of presently outstanding stock options, in each case as disclosed in the Prospectus. (g) During a period of three years from the effective date of the Registration Statement, the Company will furnish to you copies of (i) all reports to its shareholders; and (ii) all reports, financial statements and proxy or information statements filed by the Company with the Commission or any national securities exchange. (h) The Company will apply the proceeds from the sale of the Shares as set forth under "Use of Proceeds" in the Prospectus. (i) The Company will use its best efforts to cause the Shares to be authorized for quotation on the Nasdaq National Market System. B. Each of the Selling Shareholders, severally and not jointly, covenants and agrees with the Underwriters that during the period of 180 days from the date of the Prospectus, such Selling Shareholder will not, without the prior written consent of Bear, Steaxxx & Xo. Inc., on behalf of the Underwriters, sell, offer or agree to sell, encumber, pledge, grant any option for the sale of, or otherwise dispose of, directly or indirectly, any Common Stock (or any securities convertible into, exercisable for or exchangeable for Common Stock), other than the sale by such Selling Shareholder of Shares hereunder as disclosed in the Prospectus.

Covenants of the Company and the Selling Shareholders. A. The Company covenants and agrees with each Underwriter as followsthe several Underwriters that: A. Compliance with Securities Regulations and Commission Requests. The Company, subject to Section III(B), will comply with the requirements of Rule 430A, and will notify the Representative immediately, (1a) when any post-effective amendment to If the Registration Statement shall has not yet been declared effective at the time of execution of this Agreement the Company will use its best efforts to cause the Registration Statement and any amendments thereto to become effectiveeffective as promptly as possible, and if Rule 430A is used or any supplement to the filing of the Prospectus or any amended Term Sheet that constitutes a part thereof is otherwise required under Rules 424(b) and/or 434, the Company will file the Prospectus shall have (properly completed if Rule 430A has been filedused) pursuant to Rules 424(b) and/or 434 within the prescribed time period and will provide evidence satisfactory to you of such timely filing. The Company will notify you immediately (and, if requested by you, will confirm such notice in writing) (i) when the Registration Statement and any amendments thereto become effective, (2) of the receipt of any comments from the Commission, (3ii) of any request by the Commission for any amendment of or supplement to the Registration Statement or the Prospectus or for any additional information, (iii) of the mailing or the delivery to the Commission for filing of any amendment of or supplement to the Prospectus Registration Statement or for additional informationthe Prospectus, (4iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto or of the initiation, or the threatening, of any order preventing or suspending proceedings therefor, (v) of the use receipt of any preliminary prospectuscomments from the Commission, or and (vi) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Securities Shares for offering or sale in any jurisdiction, jurisdiction or of the initiation or threatening of any proceedings proceeding for any of such purposes or of any examination pursuant to Section 8(e) of the 1933 Act concerning the Registration Statement and (5) if the Company becomes the subject of a proceeding under Section 8A of the 1933 Act in connection with the offering of the Securitiesthat purpose. The Company will effect the filings required under Rule 424(b), in the manner and within the time period required by Rule 424(b) (without reliance on Rule 424(b)(8)), and will take such steps as it deems necessary to ascertain promptly whether the form of prospectus transmitted for filing under Rule 424(b) was received for filing by If the Commission andshall propose or enter a stop order at any time, in the event that it was not, it will promptly file such prospectus. The Company will make every reasonable effort to prevent the issuance of any such stop order and, if any stop order is issued, to obtain the lifting of such order as soon as possible. The Company will not file any amendment to the Registration Statement or any amendment of or supplement to the Prospectus (including the prospectus required to be filed pursuant to Rule 424(b) or the term sheet required to be filed pursuant to Rule 434) that differs from the prospectus or term sheet on file at the time of the effectiveness of the Registration Statement before or after the effective date of the Registration Statement to which you shall reasonably object in writing after being timely furnished in advance a copy thereof. (b) If at any time when a prospectus relating to the Shares is required to be delivered under the Act any event shall have occurred as a result of which the Prospectus as then amended or supplemented includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it shall be necessary at any time to amend or supplement the Prospectus or Registration Statement to comply with the Act or the Regulations, the Company will notify you promptly and prepare and file with the Commission an appropriate amendment or supplement (in form and substance satisfactory to you) which will correct such statement or omission and will use its best efforts to have any amendment to the Registration Statement declared effective as soon as possible. (c) The Company will, without charge, promptly deliver to you a signed copy of the Registration Statement, including exhibits and all amendments thereto, [or a conformed copy of the registration statement originally filed with respect to the Shares, including exhibits and all amendments thereto, certified by the Secretary of the Company to be true and complete copies thereof as filed with the Commission by electronic transmission.] The Company will promptly deliver to each of the several Underwriters such number of copies of any preliminary prospectus, the Prospectus, the Registration Statement, and all amendments of and supplements to such documents, if any, as you may reasonably request. (d) The Company will endeavor in good faith, in cooperation with you, at or prior to the time the Registration Statement becomes effective, to qualify the Shares for offering and sale under the securities laws relating to the offering or sale of the Shares of such jurisdictions as you may designate and to maintain such qualification in effect for so long as required for the distribution thereof; except that in no event shall the Company be obligated in connection therewith to qualify as a foreign corporation in any jurisdiction in which it is not otherwise required to be so qualified, or to execute a general consent for service of process in any jurisdiction in which it is not otherwise required to execute such a consent. (e) The Company will make generally available (within the meaning of Section 11(a) of the Act and Rule 158 of the Rules and Regulations) to its security holders and to you as soon as practicable, but not later than 45 days after the end of its fiscal quarter in which the first anniversary date of the effective date of the Registration Statement occurs, an earning statement (in form complying with the provisions of Section 11(a) of the Act and Rule 158 of the Rules and Regulations) covering a period of at least twelve consecutive months beginning after the effective date of the Registration Statement. (f) During the period of 90 days from the date of the Prospectus, the Company will not, without the prior written consent of Bear, Steaxxx & Xo. Inc., on behalf of the Representatives, issue, sell, offer or agree to sell, encumber, pledge, grant any option for the sale of, or otherwise dispose (or announce any offer, sale, grant of an option to purchase or other disposition) of, directly or indirectly, any Common Stock (or any securities convertible into, exercisable for or exchangeable for Common Stock), and the Company will obtain the undertaking of each of its officers and directors, each of the Selling Shareholders and such of its other shareholders as have been heretofore designated by you not to engage in any of the aforementioned transactions on their own behalf, other than the sale by the Company and the Selling Shareholders of Shares hereunder and the Company's issuance of Common Stock upon the exercise of presently outstanding stock options disclosed in the Prospectus. (g) During a period of three years from the effective date of the Registration Statement, the Company will furnish to the Representatives copies of (i) all reports to its shareholders; and (ii) all reports, financial statements and proxy or information statements filed by the Company with the Commission or any national securities exchange. (h) The Company will apply the proceeds from the sale of the Shares as set forth under "Use of Proceeds" in the Prospectus. (i) The Company will use its best efforts to remain qualified, and to cause the Shares to be included, for quotation on the Nasdaq National Market. (j) The Company will file with the Commission such reports on Form SR as may be required pursuant to Rule 463 of the Regulations. (k) On or prior to June 30, 1996, the Company will take all action to irrevocably exercise in full, the Clinitec Option, unless the Company has, on or before such date, consummated the acquisition of 100% of Clinitec, provided, -------- however, that the Company shall not be required to exercise the Clinitec Option ------- if the Board of Directors of the Company determines, in accordance with its fiduciary duties, that the exercise of the Clinitec Option would have a material adverse financial effect on the Company's business and prospects and its shareholders. B. Each of the Selling Shareholders covenants and agrees with the several Underwriters that, during the period of 90 days from the date of the Prospectus, he or she will not, without the prior written consent of Bear, Steaxxx & Xo. Inc., on behalf of the Representatives, issue, sell, offer or agree to sell, encumber, pledge, grant any option for the sale of, or otherwise dispose of, directly or indirectly, any Common Stock (or any securities convertible into, exercisable for or exchangeable for Common Stock).

Covenants of the Company and the Selling Shareholders. The (with respect to Section 7(g) only). In further consideration of the agreements of the Underwriter herein contained, the Company covenants with each the Underwriter as follows: A. Compliance with Securities Regulations (a) To furnish to you, without charge, one signed copy of the Registration Statement (including exhibits thereto and Commission Requests. The Companydocuments incorporated by reference) and to furnish to you in New York City, subject without charge, prior to 10:00 a.m. New York City time on the business day next succeeding the date of this Agreement and during the period mentioned in Section III(B)7(c) below, will comply with as many copies of the requirements of Rule 430AProspectus, any documents incorporated by reference, and will notify the Representative immediately, (1) when any post-effective amendment supplements and amendments thereto or to the Registration Statement as you may reasonably request. The terms “supplement” and “amendment” or “amend” as used in this Agreement shall become effective, or any supplement include all documents subsequently filed by the Company with the Commission pursuant to the Prospectus or any amended Prospectus shall have been filedExchange Act that are deemed to be incorporated by reference in the Prospectus. (b) To notify you immediately, and confirm the notice in writing, (2) of the receipt of any comments from the Commission, (3) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or for additional information, (4i) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of any order preventing or suspending the use of any preliminary prospectus, or of the suspension of the qualification of the Securities Shares for offering or sale in any jurisdiction, or of the initiation or threatening of any proceedings for any of such purposes or of any examination pursuant to Section 8(e) of the 1933 Securities Act concerning the Registration Statement and (5ii) if the Company becomes the subject of a proceeding under Section 8A of the 1933 Securities Act in connection with the offering of the SecuritiesShares. The Company will effect the filings required under Rule 424(b), in the manner and within the time period required by Rule 424(b) (without reliance on Rule 424(b)(8)), and will take such steps as it deems necessary to ascertain promptly whether the form of prospectus transmitted for filing under Rule 424(b) was received for filing by the Commission and, in the event that it was not, it will promptly file such prospectus. (c) Before amending or supplementing the Registration Statement or the Prospectus, to furnish to you a copy of each such proposed amendment or supplement and not to file any such proposed amendment or supplement to which you reasonably object, and to file with the Commission within the applicable period specified in Rule 424(b) under the Securities Act (without reliance on Rule 424(b)(8)) any prospectus or prospectus supplement required to be filed pursuant to such Rule. (d) If, during such period after the first date of the public offering of the Shares as in the opinion of counsel for the Underwriter the Prospectus is required by law to be delivered in connection with sales by the Underwriter or dealer, any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Prospectus in order to make the statements therein, in the light of the circumstances when the Prospectus is delivered to a purchaser, not misleading, or if, in the opinion of counsel for the Underwriter, it is necessary to amend or supplement the Prospectus to comply with applicable law, forthwith to prepare, file with the Commission and furnish, at its own expense, to the Underwriter and to the dealers (whose names and addresses you will furnish to the Company) to which Shares may have been sold by you and to any other dealers upon request, either amendments or supplements to the Prospectus so that the statements in the Prospectus as so amended or supplemented will not, in the light of the circumstances when the Prospectus is delivered to a purchaser, be misleading or so that the Prospectus, as amended or supplemented, will comply with law. The If at any time following issuance of an Issuer Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicted or would conflict with the information contained in the Registration Statement or any other registration statement relating to the Shares or included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances prevailing at that subsequent time, not misleading, the Company will promptly notify the Underwriter and will promptly amend or supplement, at its own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement or omission. (e) To endeavor to qualify the Shares for offer and sale under the securities or Blue Sky laws of such jurisdictions as you shall reasonably request. (f) To make every reasonable effort generally available to prevent the issuance of any stop order and, if any stop order is issued, Company’s security holders and to obtain the lifting thereof you as soon as practicablepracticable an earning statement covering the twelve-month period ending December 31, 2006 that satisfies the provisions of Section 11(a) of the Securities Act and the Securities Act Regulations. (g) Each of the Company and each Selling Shareholder represents and agrees that, unless it obtains the prior consent of the Underwriter, and the Underwriter represents and agrees that, unless it obtains the prior consent of the Company, it has not made and will not make any offer relating to the Shares that would constitute an “issuer free writing prospectus,” as defined in Rule 433, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405, required to be filed with the Commission or, in the case of each Selling Shareholder, whether or not required to be filed with the Commission. Any such free writing prospectus consented to by the Company or the Underwriter, as the case may be, is hereinafter referred to as a “Permitted Free Writing Prospectus.” Each of the Company and each Selling Shareholder represents that it has treated or 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 Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping.