Common use of Covenants of the Company; Covenants of the Selling Stockholders Clause in Contracts

Covenants of the Company; Covenants of the Selling Stockholders. (a) The Company covenants and agrees with the Underwriters that: (i) The Registration Statement and any amendments thereto have been declared effective, 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) within the prescribed time period and will provide evidence satisfactory to the Lead Managers of such timely filing. If the Company elects to rely on Rule 434, the Company will prepare and file a term sheet that complies with the requirements of Rule 434, and the Prospectus shall not be "materially different" (as such term is used in Rule 434) from the Prospectus included in the Registration Statement at the time it became effective. The Company will notify you immediately (and, if requested by the Lead Managers, will confirm such notice in writing) (i) when the Registration Statement and any amendments thereto become effective, (ii) 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 Company's intention to file or prepare any supplement or amendment to the Registration Statement or the Prospectus, (iv) of the mailing or the delivery to the Commission for filing of any amendment of or supplement to the Registration Statement or the Prospectus, including but not limited to Rule 462(b) under the Securities Act, (v) 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 proceedings therefor, it being understood that the Company shall make every reasonable effort to avoid the issuance of any such stop order, (vi) of the receipt of any comments from the Commission, and (vii) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Shares for sale in any jurisdiction or the initiation or threatening of any proceeding for that purpose. If the Commission shall propose or enter a stop order at any time, the Company will make every reasonable effort to prevent the issuance of any such stop order and, if 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 Rule 434) that differs from the prospectus on file at the time of the effectiveness 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 the Lead Managers shall object in writing after being timely furnished in advance a copy thereof. The Company will provide the Lead Managers with copies of all such amendments, filings and other documents a sufficient time prior to any filing or other publication thereof to permit the Lead Managers a reasonable opportunity to review and comment thereon. (ii) The Company shall comply with the Securities Act and the Exchange Act to permit completion of the distribution as contemplated in this Agreement, the Registration Statement and the Prospectus. If at any time when a prospectus relating to the Shares is required to be delivered under the Securities Act or the Exchange Act in connection with the sales of Shares, 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 existing at the time of delivery to the purchaser, not misleading, or if to comply with the Securities Act, the Exchange Act or the Rules and Regulations it shall be necessary at any time to amend or supplement the Prospectus or Registration Statement, or to file 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, subject to Section 4(a)(i) hereof, an appropriate amendment or supplement (in form and substance satisfactory to the Lead Managers) which will correct such statement or omission or which will effect such compliance and will use its best efforts to have any amendment to the Registration Statement declared effective as soon as possible. (iii) The Company will promptly deliver to each of you and Underwriters' Counsel a signed or conformed copy of the Registration Statement, as initially filed and all amendments thereto, including all consents and exhibits filed therewith, and will maintain in the Company's files manually signed copies of such documents for at least five years after the date of filing. The Company will promptly deliver to each of the 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 by reference in the Registration Statement and Prospectus or any amendment thereof or supplement thereto as you may reasonably request. Prior to 10:00 A.M., New York time, on the business day next succeeding the date of this Agreement and from time to time thereafter, the Company will furnish the Underwriters with copies of the Prospectus in New York City in such quantities as you may reasonably request. (iv) The Company consents to the use and delivery of the Preliminary Prospectus by the Underwriters in accordance with Rule 430 and Section 5(b) of the Securities Act. (v) The Company will use its reasonable efforts, in cooperation with the Lead Managers, 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, domestic or foreign, as the Lead Managers 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. (vi) The Company will make generally available, to the extent not available on EDGAR, to its security holders and to the Underwriters as soon as pracxxxxxle, but in any event not later than twelve months after the effective date of the Registration Statement (as defined in Rule 158(c) under the Securities Act), an earnings statement of the Company and the Subsidiaries (which need not be audited) complying with Section 11(a) of the Securities Act and the Rules and Regulations (including, at the option of the Company, Rule 158). (vii) During the period of 90 days from the date of the Prospectus, without the prior written consent of the Lead Managers the Company (i) will not, directly or indirectly, issue, offer, sell, agree to issue, offer or sell, solicit offers to purchase, grant any call option, warrant or other right to purchase, purchase any put option or other right to sell, pledge, borrow or otherwise dispose of any Relevant Security, or make any announcement of any of the foregoing, (ii) will not establish or increase any "put equivalent position" or liquidate or decrease any "call equivalent position" (in each case within the meaning of Section 16 of the Exchange Act and the rules and regulations promulgated thereunder) with respect to any Relevant Security, and (iii) will not otherwise enter into any swap, derivative or other transaction or arrangement that transfers to another, in whole or in part, any economic consequence of ownership of a Relevant Security, whether or not such transaction is to be settled by delivery of Relevant Securities, other securities, cash or other consideration; and the Company will obtain an undertaking in substantially the form of Annex III hereto of each of its officers and directors, each of the Selling Stockholders, and its stockholders listed on Schedule III attached hereto not to engage in any of the aforementioned transactions on their own behalf, other than the sale of Shares as contemplated by this Agreement and the Company's issuance of Common Stock upon (i) the exercise of currently outstanding warrants; and (ii) the grant and exercise of options under, or the issuance and sale of shares pursuant to, employee stock option plans in effect on the date hereof, each as described in the Registration Statement and the Prospectus. The Company will not file a registration statement under the Securities Act in connection with any transaction by the Company or any person that is prohibited pursuant to the foregoing, except for registration statements on Form S-8 relating to employee benefit plans. (viii) During the period of five years from the effective date of the Registration Statement, the Company will furnish to you, to the extent not available on EDGAR, copies of all reports or other communications (financial or othxx) xurnished to security holders or from time to time published or publicly disseminated by the Company, and will deliver to you, to the extent not available on EDGAR, (i) as soon as they are available, copies of any reports, finanxxxx statements and proxy or information statements furnished to or filed with the Commission or any national securities exchange on which any class of securities of the Company is listed; and (ii) such additional information concerning the business and financial condition of the Company as you may from time to time reasonably request (such financial information to be on a consolidated basis to the extent the accounts of the Company and the Subsidiaries are consolidated in reports furnished to its security holders generally or to the Commission). (ix) The Company will apply the net proceeds from the sale of the Shares as set forth under the caption "Use of Proceeds" in the Prospectus. (x) The Company will use its reasonable efforts to list the Shares for quotation on the Nasdaq and maintain the listing of the Shares on the Nasdaq. (xi) The Company, during the period when the Prospectus is required to be delivered under the Securities Act or the Exchange Act, will file all documents required to be filed with the Commission pursuant to the Securities Act, the Exchange Act and the Rules and Regulations within the time periods required thereby. (xii) The Company will use its best efforts to do and perform all things required to be done or performed under this Agreement by the Company prior to the Closing Date or the Additional Date, as the case may be, and to satisfy all conditions precedent to the delivery of the Firm Shares and the Additional Shares. (xiii) The Company will not take, and will cause its affiliates that it controls (within the meaning of Rule 144 under the Securities Act) not to take, directly or indirectly, any action which constitutes or is designed to cause or result in, or which could reasonably be expected to constitute, cause or result in, the stabilization or manipulation of the price of any security to facilitate the sale or resale of the Shares. (xiv) The Company will take such steps as shall be necessary to ensure that neither the Company nor any of its Subsidiaries becomes an "investment company" as defined, and subject to regulation, under the Investment Company Act. (b) Each Selling Stockholder covenants and agrees with each Underwriter: (i) To deliver to the Representatives prior to the Closing Date, a properly completed and executed United States Treasury Department Form W-8 (if the Selling Stockholder is a non-United States Person) or Form W-9 (if the Selling Stockholder is a United States Person), which in each case may be replaced by any other applicable form or statement specified by Treasury Department regulations in lieu thereof; (ii) To notify promptly the Company and the Representatives if, at any time prior to the date on which the distribution of the Shares as contemplated herein and in the Prospectus has been completed, as determined by the Representatives, such Selling Stockholder has knowledge of the occurrence of any event as a result of which the Prospectus or the Registration Statement, in each case 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 light of the circumstances under which they were made, not misleading; (iii) To cooperate to the extent necessary to cause the Registration Statement or any post-effective amendment thereto to become effective at the earliest possible time and to do and perform all things to be done and performed under this Agreement prior to the Closing Date and to satisfy all conditions precedent to the delivery of the Shares pursuant to this Agreement; (iv) To pay or to cause to be paid all transfer taxes, stamp duties and other similar taxes with respect to the Shares, if any, to be sold by such Selling Stockholder; and (v) To deliver to the Lead Managers on or prior to the date of this Agreement each lock-up agreement referenced in Section 6(j) hereof.

Covenants of the Company; Covenants of the Selling Stockholders. (a) The Company covenants and agrees with the Underwriters that: (i) The Registration Statement Statements and any amendments thereto have been declared effective, and if Rule 430A is used or the filing of the Prospectus Supplement is otherwise required under Rule 424(b) or Rule 434, the Company will file the Prospectus Supplement (properly completed if Rule 430A has been used) pursuant to Rule 424(b) within the prescribed time period and will provide evidence satisfactory to the Lead Managers of such timely filing. If the Company elects to rely on Rule 434, the Company will prepare and file a term sheet that complies with the requirements of Rule 434, and the Prospectus Supplement shall not be "“materially different" ” (as such term is used in Rule 434) from the Prospectus included in the Registration Statement Statements at the time it became effective. The Company will notify you and the Selling Stockholders immediately (and, if requested by the Lead Managers, will confirm such notice in writing) (iA) when any post-effective amendment to the Registration Statement and any amendments thereto Statements become effective, (iiB) of any request by the Commission for any amendment of or supplement to the Registration Statement Statements or the Prospectus Supplement or for any additional information, (iii) of the Company's intention to file or prepare any supplement or amendment to the Registration Statement or the Prospectus, (ivC) of the mailing or the delivery to the Commission for filing of the Prospectus Supplement or any amendment of or supplement to the Registration Statement Statements or the ProspectusProspectus Supplement, including but not limited to Rule 462(b) under the Securities Act, (vD) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement Statements or any post-effective amendment thereto or of the initiation, or the threatening, of any proceedings therefor, it being understood that the Company shall make every reasonable effort to avoid the issuance of any such stop order, (viE) of the receipt of any comments or inquiries from the Commission, and (viiF) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Shares for sale in any jurisdiction or the initiation or threatening of any proceeding for that purpose. If the Commission shall propose or enter a stop order at any time, the Company will make every reasonable effort to prevent the issuance of any such stop order and, if issued, to obtain the lifting of such order as soon as possible. The Company will not file any amendment post-effective amendments to the Registration Statement Statements or any amendment of or supplement to the Prospectus Supplement (including any revised prospectus supplement which the company proposes for use by the Underwriters in connection with the offering of the Shares which differs from the prospectus supplement filed with the Commission pursuant to Rule 424(b), whether or not such revised prospectus supplement is 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 or file any document under the Exchange Act if such document would be deemed to be incorporated by reference into the Prospectus to which the Lead Managers Managers, Underwriters’ Counsel or the Selling Stockholders shall reasonably object in writing after being timely furnished in advance a copy thereof. The Company will provide the Lead Managers and the Selling Stockholders with copies of all such amendments, filings and other documents a sufficient time prior to any filing or other publication thereof to permit the Lead Managers and the Selling Stockholders a reasonable opportunity to review and comment thereon. (ii) The Company shall comply with the Securities Act and the Exchange Act to permit completion of the distribution as contemplated in this Agreement, the Registration Statement Statements and the ProspectusProspectus Supplement. If at any time when a prospectus relating to the Shares is required to be delivered under the Securities Act or the Exchange Act in connection with the sales of Shares, any event shall have occurred as a result of which the Prospectus Supplement as then amended or supplemented would, in the judgment of the Underwriters Underwriters, the Company or the CompanySelling Stockholders, 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 existing at the time of delivery to the purchaser, not misleading, or if to comply with the Securities Act, the Exchange Act or the Rules and Regulations applicable law it shall be necessary at any time to amend or supplement the Prospectus Supplement or Registration StatementStatements, or to file any document incorporated by reference in the Registration Statement Statements or the Prospectus Supplement or in any amendment thereof or supplement thereto, the Company will notify you and the Selling Stockholders promptly and prepare and file with the Commission, subject to Section 4(a)(i5(a)(i) hereof, an appropriate amendment or supplement (in form and substance satisfactory to the Lead Managers) which will correct such statement or omission or which will effect such compliance and will use its best efforts to have any amendment to the Registration Statement Statements declared effective as soon as possible. (iii) The Company will promptly deliver to each of you and Underwriters' Counsel a signed or conformed copy of the Registration StatementStatements, as initially filed and all amendments thereto, including all consents and exhibits filed therewith, and will maintain in the Company's files manually signed copies of such documents for at least five years after the date of filing. The Company will promptly deliver to each of the Underwriters such number of copies of any Preliminary ProspectusProspectus Supplement, the ProspectusProspectus Supplement, the Registration StatementStatements, all amendments of and supplements to such documents, if any, and all documents incorporated by reference in the Registration Statement Statements and Prospectus Supplement or any amendment thereof or supplement thereto thereto, as you may reasonably request. Prior to 10:00 A.M.3:00 P.M., New York City time, on the business day next succeeding the date of this Agreement and from time to time thereafter, the Company will furnish the Underwriters with copies of the Prospectus Supplement in New York City in such quantities as you may reasonably request. (iv) The Company consents to the use and delivery of the Preliminary Prospectus Supplement by the Underwriters in accordance with Rule 430 and Section 5(b) of the Securities Act. (v) The Company will use its reasonable best efforts, in cooperation with the Lead Managers, 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, domestic or foreign, as the Lead Managers 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. (vi) The Company will make generally available, to available (within the extent not available on EDGAR, meaning of Section 11(a) of the Securities Act) to its security holders and to the Underwriters as soon as pracxxxxxlepracticable, but in any event not later than twelve months 45 days after the end of its fiscal quarter in which the first anniversary of the effective date of the Registration Statement Statements occur (as defined in Rule 158(c) under or if such fiscal quarter is the Securities ActCompany’s fourth fiscal quarter, no later than 90 days after the end of such quarter), an earnings statement of the Company and the Subsidiaries (which need not be audited) complying with Section 11(a) of the Securities Act and the Rules and Securities Act Regulations (including, at the option of the Company, Rule 158). (vii) During the period of 90 days from the date of the ProspectusProspectus Supplement, without the prior written consent of the Lead Managers Bear Xxxxxxx, the Company (iA) will not, directly or indirectly, issue, offer, sell, agree to issue, offer or sell, solicit offers to purchase, grant any call option, warrant or other right to purchase, purchase any put option or other right to sell, pledge, borrow or otherwise dispose of any Relevant Securityshares of Class A common stock of the Company or any securities convertible into or exercisable or exchangeable for such Class A common stock, or make any announcement of any of the foregoing, (iiB) will not establish or increase any "“put equivalent position" ” or liquidate or decrease any "“call equivalent position" ” (in each case within the meaning of Section 16 of the Exchange Act and the rules and regulations promulgated thereunder) with respect to any Relevant Securityshares of Class A common stock of the Company or any securities convertible into or exercisable or exchangeable for such Class A common stock, and (iiiC) will not otherwise enter into any swap, derivative or other transaction or arrangement that transfers to another, in whole or in part, any economic consequence of ownership of a Relevant Securityshares of Class A common stock of the Company or any securities convertible into or exercisable or exchangeable for such Class A common stock, whether or not such transaction is to be settled by delivery of Relevant Securitiesshares of Class A common stock of the Company or any securities convertible into or exercisable or exchangeable for such Class A common stock, other securities, cash or other consideration; and the Company will obtain an undertaking in substantially the form of Annex III hereto IV or Annex V hereto, as applicable, of each of its officers and directors, each of the Selling Stockholders, Stockholders and its stockholders listed on Schedule III attached hereto not to engage in any of the aforementioned transactions on their own behalf, other than the sale by the Company and the Selling Stockholders of Shares as contemplated by this Agreement and the Company's ’s issuance of Common Stock (A) upon the conversion or exchange of convertible or exchangeable securities outstanding on the date hereof; (iB) upon the exercise of currently outstanding options; (C) upon the exercise of currently outstanding warrants; and (iiD) upon the grant and exercise of options under, or the issuance and sale of shares pursuant to, employee stock option plans in effect on the date hereof, and (E) as an incentive to induce the conversion of securities convertible or exercisable into the Company’s Class A common stock, including any outstanding warrants, with respect to clauses (A) through (D), each as described in the Registration Statement Statements and the ProspectusProspectus Supplement. The Company will not file a registration statement under the Securities Act in connection with any transaction by the Company or any person that is prohibited pursuant to the foregoing, except for registration statements on Form S-8 relating to employee benefit plans, Form S-4 relating to corporate reorganizations or other transactions under Rule 145 or Form S-3 relating to a universal shelf, provided, however, that no offerings of the Company’s Class A common stock or any securities convertible into or exercisable or exchangeable for such Class A common stock may be undertaken pursuant to any such universal shelf during the aforementioned time period. (viii) During the period of five years from the effective date of the Registration StatementProspectus Supplement, the Company will furnish to you, to the extent not available on EDGAR, you copies of all reports or other communications (financial or othxxother) xurnished furnished to security holders or from time to time published or publicly disseminated by the Company, and will deliver to you, to the extent not available on EDGAR, you (iA) as soon as they are available, copies of any reports, finanxxxx financial statements and proxy or information statements furnished to or filed with the Commission or any national securities exchange on which any class of securities of the Company is listed; and (iiB) such additional information concerning the business and financial condition of the Company as you may from time to time reasonably request (such financial information to be on a consolidated basis to the extent the accounts of the Company and the Subsidiaries its subsidiaries are consolidated in reports furnished to its security holders generally or to the Commission), provided, however, that if any such information is confidential in nature the Representatives shall enter into a customary confidentiality agreement, at the reasonable request of the Company, relating thereto. (ix) The Company will apply the net proceeds from the sale of the Shares as set forth under the caption "“Use of Proceeds" ” in the ProspectusProspectus Supplement. (x) The Company will use its reasonable efforts to list the Shares for quotation on the Nasdaq and maintain the listing of the Shares on the Nasdaq. (xi) The Company, during the period when the Prospectus Supplement is required to be delivered under the Securities Act or the Exchange Act, will file all documents required to be filed with the Commission pursuant to the Securities Act, the Exchange Act and the Rules and Securities Act Regulations within the time periods required thereby. (xiixi) The Company will use its best efforts to do and perform all things required to be done or performed under this Agreement by the Company prior to the Closing Date or the Additional Date, as the case may be, and to satisfy all conditions precedent to the delivery of the Firm Shares and the Additional Shares. (xiiixii) The Company will not take, and will cause its affiliates that it controls (within the meaning of Rule 144 under the Securities Act) not to take, directly or indirectly, any action which constitutes or is designed to cause or result in, or which could reasonably be expected to constitute, cause or result in, the stabilization or manipulation of the price of any security to facilitate the sale or resale of the Shares. (xiv) The Company will take such steps as shall be necessary to ensure that neither the Company nor any of its Subsidiaries becomes an "investment company" as defined, and subject to regulation, under the Investment Company Act. (b) Each Selling Stockholder covenants and agrees with each Underwriter: (i) To deliver to the Representatives prior to the Closing Date, a properly completed and executed United States Treasury Department Form W-8 (if the Selling Stockholder is a non-United States Person) or Form W-9 (if the Selling Stockholder is a United States Person), which in each case may be replaced by any other applicable form or statement specified by Treasury Department regulations in lieu thereof; (ii) To notify promptly the Company and the Representatives if, at any time prior to the date on which the distribution of the Shares as contemplated herein and in the Prospectus Supplement has been completed, as determined by the Representatives, such Selling Stockholder has knowledge of the occurrence of any event as a result of which the Prospectus Supplement or the Registration StatementStatements, in each case 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 light of the circumstances under which they were made, not misleadingmisleading with respect to the information furnished by the Selling Stockholders for inclusion in the Prospectus Supplement; (iii) To cooperate to the extent reasonably necessary to cause the Registration Statement or any post-effective amendment thereto amendments to the Registration Statements to become effective at the earliest possible time and to do and perform all things to be done and performed under this Agreement prior to the Closing Date and, in the case of the Over-Allotment Selling Stockholder, the Additional Closing Date, if any, and to satisfy all conditions precedent to the delivery of the Shares pursuant to this Agreement; (iv) To pay or to cause to be paid all transfer taxes, stamp duties and other similar taxes with respect to the Shares, if any, to be sold by such Selling Stockholder; and (v) To deliver to the Lead Managers on or prior to the date of this Agreement each the lock-up agreement referenced in Section 6(j7(j) hereofhereof to which it is a party.

Covenants of the Company; Covenants of the Selling Stockholders. (a) The Company covenants and agrees with the Underwriters each Underwriter that: (i) The Company will use its best efforts to cause any amendments to the Registration Statement and any amendments thereto have been declared effectiveto 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 Lead Managers you of such timely filing. If the Company elects to rely on Rule 434, the Company will prepare and file a term sheet that complies with the requirements of Rule 434, and the Prospectus shall not be "materially different" (as such term is used in Rule 434) from the Prospectus included in the Registration Statement at the time it became effective. The Company will notify you immediately (and, if requested by the Lead Managersyou, will confirm such notice in writing) (i) when the Registration Statement and any amendments thereto (including any post-effective amendments) become effective, (ii) 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 Company's intention to file or prepare any supplement or amendment to the Registration Statement or the Prospectus, (iv) of the mailing or the delivery to the Commission for filing of any amendment of or supplement to the Registration Statement or the Prospectus, including but not limited to Rule 462(b) under the Securities Act, (viv) 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 proceedings therefor, it being understood that the Company shall make every reasonable effort to avoid the issuance of any such stop order, (viv) of the receipt of any comments from the Commission, Commission and (viivi) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Shares for sale in any jurisdiction or the initiation or threatening of any proceeding for that purpose. If the Commission shall propose or enter a stop order at any time, the Company will make every reasonable effort to prevent the issuance of any such stop order and, if 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 Rule 434434 of the Regulations) 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 or file any document under the Exchange Act if such document would be deemed to be incorporated by reference into the Prospectus to which the Lead Managers you shall reasonably object in writing after being timely furnished in advance a copy thereof. The Company will provide the Lead Managers with copies of all such amendments, filings and other documents a sufficient time prior to any filing or other publication thereof to permit the Lead Managers a reasonable opportunity to review and comment thereon. (ii) The Company shall comply with the Securities Act and the Exchange Act to permit completion of the distribution as contemplated in this Agreement, the Registration Statement and the Prospectus. If at any time when a prospectus relating to the Shares is required to be delivered under the Securities Act or the Exchange Act in connection with the sales of Shares, Shares 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 existing at the time of delivery to the purchaserunder which they were made, not misleading, or if to comply with the Securities Act, the Exchange Act or the Rules and Regulations it shall be necessary at any time to amend or supplement the Prospectus or Registration StatementStatement 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, subject to Section 4(a)(i) hereof, Commission an appropriate amendment or supplement (in form and substance reasonably satisfactory to the Lead Managersyou) which will correct such statement or omission or which will effect such compliance and will use its best efforts to have any amendment to the Registration Statement declared effective as soon as possible. (iii) The Company will promptly deliver to each of you and Underwriters' Counsel a three signed or conformed copy copies of the Registration Statement, as initially filed including exhibits and all amendments thereto, including all consents and exhibits filed therewith, and will maintain in the Company's files manually signed copies of such documents for at least five years after the date of filing. The Company will promptly deliver to each of the Underwriters such number of copies of any Preliminary Prospectuspreliminary prospectus, the Prospectus, the Registration Statement, Statement and all amendments of and supplements to such documents, if any, and all documents incorporated by reference in the Registration Statement and Prospectus or any amendment thereof or supplement thereto thereto, as you may reasonably request. Prior The Company will use its reasonable best efforts to 10:00 A.M.cause to be delivered to the Underwriters, in New York timeCity or such other locations in the United States as directed by the Underwriters, by 2:00 p.m. New York City time on the business day next succeeding the date of this Agreement and from time to time thereafterAgreement, the Company will furnish the Underwriters with copies of the Prospectus in New York City in such quantities as you may reasonably request. (iv) The Company consents to the use and delivery of the Preliminary Prospectus by the Underwriters will endeavor in accordance with Rule 430 and Section 5(b) of the Securities Act. (v) The Company will use its reasonable effortsgood faith, in cooperation with the Lead Managersyou, 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, domestic or foreign, jurisdictions (foreign and domestic) as the Lead Managers 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. (viv) The Company will make generally available, to available (within the extent not available on EDGAR, meaning of Section 11(a) of the Act) to its security holders and to the Underwriters you as soon as pracxxxxxlepracticable, but in any event not later than twelve 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 (as defined in Rule 158(c) under the Securities Act), an earnings statement of the Company and the Subsidiaries (which need not be audited) complying with Section 11(a) of the Securities Act and the Rules and Regulations (including, at the option of the Company, Rule 158)Statement. (viivi) During the period of 90 days from the date of the Prospectus, the Company will not, without the prior written consent of the Lead Managers the Company (i) will not, directly or indirectly, issue, offer, sell, agree to issue, offer or agree to sell, solicit offers to purchase, grant any call option, warrant or other right to purchase, purchase any put option or other right to sellfor the sale of, pledge, borrow or otherwise dispose of any Relevant Security, or make any announcement of short sale or maintain any of the foregoingshort position, (ii) will not establish or increase any maintain a "put equivalent position" or liquidate or decrease any "call equivalent position" (in each case within the meaning of Section 16 of Rule 16a-1(h) under the Exchange Act and the rules and regulations promulgated thereunder) with respect to any Relevant SecurityAct), and (iii) will not otherwise enter into any swap, derivative transaction or other transaction or arrangement that transfers to another, in whole or in part, any of the economic consequence consequences of ownership of a Relevant Security, the Common Stock (whether or not any such transaction is to be settled by delivery of Relevant SecuritiesCommon Stock, other securities, cash or other consideration; ) or otherwise dispose of, any Common Stock (or any securities convertible into, exercisable for or exchangeable for Common Stock) or interest therein of the Company, and the Company will obtain an undertaking the written undertaking, in substantially the form of Annex III attached hereto as Schedule IV, of each of its executive officers and directors, each directors and such of the Selling Stockholders, and its stockholders and other officers as have been heretofore designated by you and listed on Schedule III attached hereto hereto. The foregoing sentence shall not apply to engage in any (i) the Shares to be sold hereunder, (ii) the issuance by the Company of the aforementioned transactions on their own behalf, other than the sale of Shares as contemplated by this Agreement and the Company's issuance shares of Common Stock upon (i) the exercise of currently outstanding warrants; and (ii) the grant and exercise of options under, or warrants or the issuance and sale conversion of shares pursuant to, employee stock option plans in effect a security outstanding on the date hereof, each as hereof which is described in the Registration Statement and or the Prospectus, (iii) the grant of options or share purchase rights by the Company pursuant to the option plans or other compensation plans described in the Registration Statement or Prospectus or the 2003 Long-Term Incentive Plan, provided, such options are not exercisable for 90 days after the date of the Prospectus, or if such options are exercisable within such period, such options are subject to lockup provisions substantially the same as those set forth in this Section 5(a)(vi) or (iv) the issuance of shares of performance-based restricted Common Stock by the Company pursuant to the option plans or other compensation plans described in the Registration Statement or Prospectus or the 2003 Long-Term Incentive Plan, provided, such shares remain restricted for at least 90 days after the date of the Prospectus, or if such shares are no longer subject to restrictions on transfer during such period, such shares are subject to lockup provisions substantially the same as those set forth in this Section 5(a)(vi). The Company will not file further agrees that, with respect to any and all Common Stock that is pledged to the Company or is otherwise delivered to the Company for a registration statement under similar purpose, if such Common Stock is subject to the Securities Act in connection with any transaction lockup contemplated by this Section 5(a)(vi), such Common Stock when acquired by the Company due to the foreclosure by the Company or any person other similar action with respect to such Common Stock shall continue to be governed by, and the Company shall comply with, the lockup provision that is prohibited pursuant applied to the foregoing, except for registration statements on Form S-8 relating to employee benefit planspledgee or other person from whom the Company acquired such Common Stock. (viiivii) During the a period of five three years from the effective date of the Registration Statement, the Company will furnish or make available to you, to the extent not available on EDGAR, you copies of all reports or other communications (financial or othxx) xurnished to security holders or from time to time published or publicly disseminated by the Company, and will deliver to you, to the extent not available on EDGAR, (i) as soon as they are available, copies of any all reports to its stockholders; and (ii) all reports, finanxxxx financial statements and proxy or information statements furnished to or filed by the Company with the Commission or any national securities exchange on which any class of securities of the Company is listed; and (ii) such additional information concerning the business and financial condition of the Company as you may from time to time reasonably request (such financial information to be on a consolidated basis to the extent the accounts of the Company and the Subsidiaries are consolidated in reports furnished to its security holders generally or to the Commission)exchange. (ix) The Company will apply the net proceeds from the sale of the Shares as set forth under the caption "Use of Proceeds" in the Prospectus. (x) The Company will use its reasonable efforts to list the Shares for quotation on the Nasdaq and maintain the listing of the Shares on the Nasdaq. (xiviii) The Company, during the period when the Prospectus is required to be delivered under the Securities Act or the Exchange Act, will file all documents required to be filed with the Commission pursuant to Section 13, 14 or 15 of the Securities Act, Exchange Act within the time periods required by the Exchange Act and the Rules rules and Regulations within the time periods required therebyregulations thereunder. (xiiix) The Company will use shall cause to be prepared and delivered, at its best efforts expense, within one business day from the effective date of this Agreement, to do the Underwriters an "electronic Prospectus" to be used by the Underwriters in connection with the offering and perform all things sale of the Shares. As used herein, the term "electronic Prospectus" means a form of Prospectus, and any amendment or supplement thereto, that meets each of the following conditions: (i) it shall be encoded in an electronic format, reasonably satisfactory to , that may be transmitted electronically by and the other Underwriters to offerees and purchasers of the Shares for at least during the period when the Prospectus is required to be done delivered under the Act or performed under this Agreement by the Company prior Exchange Act (the "Prospectus Delivery Period"); (ii) it shall disclose the same information as the paper Prospectus and Prospectus filed pursuant to XXXXX, except to the Closing Date extent that graphic and image material cannot be disseminated electronically, in which case such graphic and image material shall be replaced in the electronic Prospectus with a fair and accurate narrative description or the Additional Datetabular representation of such material, as the case may beappropriate; and (iii) it shall be in or convertible into a paper format or an electronic format, reasonably satisfactory to , that will allow investors to store and to satisfy all conditions precedent have continuously ready access to the delivery Prospectus at any future time, without charge to investors (other than any fee charged for subscription to the system as a whole and for on-line time). Such electronic Prospectus may consist of a Rule 434 preliminary prospectus, together with the Firm Shares and the Additional Shares. (xiii) The Company will not takeapplicable term sheet, and will cause its affiliates provided that it controls (within otherwise satisfies the meaning of Rule 144 under format and conditions described in the Securities Act) not to take, directly or indirectly, any action which constitutes or is designed to cause or result in, or which could reasonably be expected to constitute, cause or result in, the stabilization or manipulation of the price of any security to facilitate the sale or resale of the Shares. (xiv) The Company will take such steps as shall be necessary to ensure that neither the Company nor any of its Subsidiaries becomes an "investment company" as defined, and subject to regulation, under the Investment Company Actimmediately preceding sentence. (b) Each Selling Stockholder covenants and agrees with each Underwriter: (i) To deliver to the Representatives prior to the Closing Date, a properly completed and executed United States Treasury Department Form W-8 (if the Selling Stockholder is a non-United States Person) or Form W-9 (if the Selling Stockholder is a United States Person)W-9, which in each case may be replaced by any other applicable form or statement specified by Treasury Department regulations in lieu thereof;. (ii) To notify promptly the Company and the Representatives if, at any time prior to the date on which the distribution of the Shares as contemplated herein and in the Prospectus has been completed, as determined by the Representatives, such Selling Stockholder has knowledge of the occurrence of any event as a result of which the Prospectus or the Registration Statement, in each case 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 light of the circumstances under which they were made, not misleading;. (iii) To cooperate to the extent necessary to cause the Registration Statement or any post-effective amendment thereto to become effective at the earliest possible time and to do and perform all things to be done and performed under this Agreement prior to the Closing Date Date, and to satisfy all conditions precedent to the delivery of the Shares pursuant to this Agreement;. (iv) To pay or to cause to be paid all transfer taxes, stamp duties and other similar taxes taxes, if any, with respect to the Shares, if any, Shares to be sold by such Selling Stockholder; andStockholder and that, if such Selling Stockholder fails to pay any such amounts, the Representatives are authorized to deduct for such payment any such amounts from the proceeds to such Stockholder hereunder. (v) To deliver to During the Lead Managers on or prior to period of 90 days from the date of this Agreement each lock-up agreement referenced the Prospectus, such Selling Stockholder will not, without the prior written consent of , issue, sell, offer or agree to sell, grant any option for the sale of, pledge, make any short sale or maintain any short position, establish or maintain a "put equivalent position" (within the meaning of Rule 16a-1(h) under the Exchange Act), enter into any swap, derivative transaction or other arrangement that transfers to another, in Section 6(jwhole or in part, any of the economic consequences of ownership of the Common Stock (whether any such transaction is to be settled by delivery of Common Stock, other securities, cash or other consideration) hereofor otherwise dispose of, any Common Stock (or any securities convertible into, exercisable for or exchangeable for Common Stock) or interest therein of such Selling Stockholder. The foregoing sentence shall not apply to the Shares to be sold hereunder.

Covenants of the Company; Covenants of the Selling Stockholders. (a) A. The Company covenants and agrees with each of the Underwriters that: (ia) The Registration Statement and any amendments thereto have been declared become effective, 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) within the prescribed time period and will provide evidence satisfactory to the Lead Managers you of such timely filing. If the Company elects to rely on Rule 434, the Company will prepare and file a term sheet Term Sheet that complies with the requirements of Rule 434, 434 and provide the Prospectus shall not be "materially different" (as Underwriters with copies of such term is used in Rule 434) from the Prospectus included in the Registration Statement at the time it became effective. The Company will notify you immediately (and, if requested by the Lead Managers, will confirm such notice in writing) filings prior to their use. (i) when the Registration Statement and any amendments thereto become effective, (ii) 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 Company's intention to file or prepare any supplement amendments to the Registration Statement (including pursuant to rule 462(b)), the Term Sheet or any supplement, revision or amendment to the Registration Statement or the Prospectus, (iv) of the mailing or the delivery to the Commission for filing of any amendment of or supplement to the Registration Statement or the Prospectus, including but not limited to Rule 462(b) under the Securities Act, (v) 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 proceedings therefor, it being understood that the Company shall make every reasonable effort to avoid the issuance of any such stop order, (viv) of the receipt of any comments from the Commission, and (viivi) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Shares for sale in any jurisdiction or the initiation or threatening of any proceeding for that purpose. If the Commission shall propose or enter a stop order at any time, the Company will make every reasonable effort to prevent the issuance of any such stop order and, if 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 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 or, file any document under the Exchange Act if such document would be deemed to be incorporated by reference into the Prospectus to which the Lead Managers you shall reasonably object in writing after being timely furnished in advance a copy thereof. The Company will provide the Lead Managers with copies of all such amendments, filings and other documents a sufficient time prior to any filing or other publication thereof to permit the Lead Managers a reasonable opportunity to review and comment thereon. (iib) The Company shall comply with the Securities Act and the Exchange Act to permit completion of the distribution as contemplated in this Agreement, the Registration Statement and the Prospectus. If at any time when a prospectus relating to the Shares is required to be delivered under the Securities Act or the Exchange Act in connection with the sales of Shares, any event shall have occurred as a result of which the Prospectus as then amended or supplemented would, in the reasonable 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 existing at the time of delivery to the purchaser, not misleading, or if to comply with the Securities Act, the Exchange Act or the Rules and Regulations it shall be necessary at any time to amend or supplement the Prospectus or Registration StatementStatement to comply with the Securities Act or the Rules and 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, subject to the second paragraph of Section 4(a)(i5(A)(a) hereof, an appropriate amendment or supplement (in form and substance satisfactory to the Lead Managersyou) which will correct such statement or omission or which will effect such compliance and will use its best efforts to have any amendment to the Registration Statement declared effective as soon as possible. (iiic) The Company will promptly deliver to each of you the Representatives and Underwriters' Counsel a signed or conformed copy of the Registration Statement, as initially filed and all amendments thereto, including all consents and exhibits filed therewiththerewith and all documents incorporated by reference therein and all amendments thereto, and will maintain in the Company's files manually signed copies of such documents for at least five years after the date of filing. 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, and all documents incorporated by reference in the Registration Statement and Prospectus or any amendment thereof or supplement thereto thereto, as you may reasonably request. Prior to 10:00 A.M., New York time, on the business day next succeeding the date of this Agreement and from time to time thereafter, thereafter the Company will furnish the Underwriters with copies of the Prospectus in New York City in such quantities as you may reasonably request. (ivd) The Company shall promptly deliver to each of the Underwriters and to Underwriters' Counsel copies of the Preliminary Prospectus, and the Company consents to the use and delivery of the Preliminary Prospectus by the Underwriters in accordance with Rule 430 and Section 5(b) of the Securities Act. The Company shall also furnish to each of the Underwriters copies of the final Prospectus as requested by any of the Underwriters. (ve) The Company will use its reasonable best efforts, in cooperation with the Lead Managersyou, 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, domestic or foreign, jurisdictions as the Lead Managers 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. (vif) The Company will make generally available, to the extent not available on EDGAR, to its security holders and to the Underwriters as soon as pracxxxxxlepracticable, but in any event not later than twelve eighteen months after the effective date of the Registration Statement (as defined in Rule 158(c) under the Securities Act), an earnings statement of the Company and the Subsidiaries (which need not be audited) complying with Section 11(a) of the Securities Act and the Rules rules and Regulations regulations of the Commission thereunder (including, at the option of the Company, Rule 158). (viig) During the period of 90 days from the date of the Prospectus, without the prior written consent of the Lead Managers the Company (i) will not, directly or indirectly, without your prior written consent, issue, offer, sell, offer or agree to issue, offer or sell, solicit offers to purchase, grant any call option, warrant or other right to purchase, purchase any put option or other right to sellfor the sale of, pledge, borrow or otherwise dispose of any Relevant Security, or make any announcement of short sale or maintain any of the foregoingshort position, (ii) will not establish or increase any maintain a "put equivalent position" or liquidate or decrease any "call equivalent position" (in each case within the meaning of Section 16 of Rule 16-a-1(h) under the Exchange Act and the rules and regulations promulgated thereunder) with respect to any Relevant Security), and (iii) will not otherwise enter into any swap, derivative transaction or other transaction or arrangement that transfers to another, in whole or in part, any of the economic consequence consequences of ownership of a Relevant Security, the Common Stock (whether or not any such transaction is to be settled by delivery of Relevant SecuritiesCommon Stock, other securities, cash or other consideration; ) or otherwise dispose of, any Common Stock (or any securities convertible into, exercisable for or exchangeable for Common Stock) or interest therein of the Company or of any of the Subsidiaries, and the Company will obtain an the undertaking in substantially the form of Annex III hereto of each of its officers and directors, each directors and such of the Selling Stockholders, its shareholders as have been heretofore designated by you and its stockholders listed on Schedule III II attached hereto not to engage in any of the aforementioned transactions on their own behalf, other than the Company's sale of Shares as contemplated by this Agreement hereunder and the Company's issuance of Common Stock upon (i) the conversion or exchange of convertible or exchangeable securities outstanding on the date hereof; (ii) the exercise of currently outstanding options; (iii) the exercise of currently outstanding warrants; and (iiiv) the grant and exercise of options under, or the issuance and sale of shares pursuant to, employee stock option plans in effect on the date hereof, each as described hereof and (v) the issuance of shares in respect of the Registration Statement and the Prospectus. The Company will not file a registration statement under the Securities Act in connection with any transaction by acquisition of the Company of the assets, capital stock or any business of another person that is prohibited pursuant to the foregoingor entity whether by merger, except for registration statements on Form S-8 relating to employee benefit plansexchange of stock or otherwise. (viiih) During the period of five three years from the effective date of the Registration Statement, the Company will furnish to you, to the extent not available on EDGAR, you copies of all reports or other communications (financial or othxxother) xurnished furnished to security holders or from time to time published or publicly disseminated by the Companyholders, and will to deliver to you, to the extent not available on EDGAR, you (i) as soon as they are available, copies of any reports, finanxxxx statements reports and proxy or information financial statements furnished to or filed with the Commission or any national securities exchange on which any class of securities of the Company is listed; and (ii) such additional information concerning the business and financial condition of the Company as you may from time to time reasonably request (such financial information statements to be on a consolidated basis to the extent the accounts of the Company and the Subsidiaries are consolidated in reports furnished to its security holders generally or to the Commission). (ix) The Company will apply the net proceeds from the sale of the Shares as set forth under the caption "Use of Proceeds" in the Prospectus. (x) The Company will use its reasonable efforts to list the Shares for quotation on the Nasdaq and maintain the listing of the Shares on the Nasdaq. (xik) The Company, during the period when the Prospectus is required to be delivered under the Securities Act or the Exchange Act, will file all documents required to be filed with the Commission pursuant to Section 13, 14 or 15 of the Securities Act, Exchange Act within the time periods required by the Exchange Act and the Rules rules and Regulations within the time periods required therebyregulations thereunder. (xii) The Company will use its best efforts to do and perform all things required to be done or performed under this Agreement by the Company prior to the Closing Date or the Additional Date, as the case may be, and to satisfy all conditions precedent to the delivery of the Firm Shares and the Additional Shares. (xiii) The Company will not take, and will cause its affiliates that it controls (within the meaning of Rule 144 under the Securities Act) not to take, directly or indirectly, any action which constitutes or is designed to cause or result in, or which could reasonably be expected to constitute, cause or result in, the stabilization or manipulation of the price of any security to facilitate the sale or resale of the Shares. (xiv) The Company will take such steps as shall be necessary to ensure that neither the Company nor any of its Subsidiaries becomes an "investment company" as defined, and subject to regulation, under the Investment Company Act. (b) B. Each Selling Stockholder covenants and agrees with each Underwriter: (ia) To deliver to the Representatives prior to the Closing Date, a properly completed and executed United States Treasury Department Form W-8 (if the Selling Stockholder is a non-United States Person) or Form W-9 (if the Selling Stockholder is a United States Person), which in each case may be replaced by any other applicable form or statement specified by Treasury Department regulations in lieu thereof;. (iib) To notify promptly the Company and the Representatives ifIf, at any time prior to the date on which the distribution of the Shares as contemplated herein and in the Prospectus has been completed, as determined by the Representatives, such Selling Stockholder has knowledge of the occurrence of any event as a result of which the Prospectus or the Registration Statement, in each case 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 light of the circumstances under which they were made, not misleading;, such Selling Stockholder will promptly notify the Company and the Representatives. (iiic) To cooperate to the extent necessary to cause the Registration Statement or any post-effective amendment thereto to become effective at the earliest possible time and to do and perform all things to be done and performed under this Agreement prior to the Closing Date and to satisfy all conditions precedent to the delivery of the Shares pursuant to this Agreement;. (iv) To pay or to cause to be paid all transfer taxes, stamp duties and other similar taxes with respect to the Shares, if any, to be sold by such Selling Stockholder; and (vd) To deliver to the Lead Managers Bear, Xxxxxxx & Co. Inc. on or prior to the date of this Agreement each lock-up agreement referenced in Section 6(j7(j) hereof.

Covenants of the Company; Covenants of the Selling Stockholders. (a) A. The Company covenants and agrees with the Underwriters that: (ia) The If the Registration Statement has not yet been declared effective the Company will use its best efforts to cause the Registration Statement and any amendments thereto have been declared effectiveto 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 Lead Managers you of such timely filing. If the Company elects to rely on Rule 434, the Company will prepare and file a term sheet that complies with the requirements of Rule 434, and the Prospectus shall not be "materially different" (as such term is used in Rule 434) from the Prospectus included in the Registration Statement at the time it became effective. The Company will notify you immediately (and, if requested by the Lead Managers, will confirm such notice in writing) . (i) when the Registration Statement and any amendments thereto become effective, (ii) 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 Company's intention to file or prepare any supplement or amendment to the Registration Statement or the Prospectus, (iv) of the mailing or the delivery to the Commission for filing of any amendment of or supplement to the Registration Statement or the Prospectus, including but not limited to Rule 462(b) under the Securities Act, (viv) 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 proceedings therefor, it being understood that the Company shall make every reasonable effort to avoid the issuance of any such stop order, (viv) of the receipt of any comments from the Commission, and (viivi) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Shares for sale in any jurisdiction or the initiation or threatening of any proceeding for that purpose. If the Commission shall propose or enter a stop order at any time, the Company will make every reasonable effort to prevent the issuance of any such stop order and, if 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 Rule 434) that differs from the prospectus on file at the time of the effectiveness of the Registration Statement before or file any document under after the Exchange Act if such document would be deemed to be incorporated by reference into effective date of the Prospectus Registration Statement to which the Lead Managers you shall reasonably object in writing after being timely furnished in advance a copy thereof. The Company will provide the Lead Managers with copies of all such amendments, filings and other documents a sufficient time prior to any filing or other publication thereof to permit the Lead Managers a reasonable opportunity to review and comment thereon. (iib) The Company shall comply with the Securities Act and the Exchange Act to permit completion of the distribution as contemplated in this Agreement, the Registration Statement and the Prospectus. If at any time when a prospectus relating to the Shares is required to be delivered under the Securities Act or the Exchange Act in connection with the sales of Shares, 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 existing at the time of delivery to the purchaserunder which they were made, not misleading, or if to comply with the Securities Act, the Exchange Act or the Rules and Regulations it shall be necessary at any time to amend or supplement the Prospectus or Registration Statement, or Statement to file any document incorporated by reference in comply with the Registration Statement Act or the Prospectus or in any amendment thereof or supplement theretoRegulations, the Company will notify you promptly and prepare and file with the Commission, subject to Section 4(a)(i) hereof, Commission an appropriate amendment or supplement (in form and substance satisfactory to the Lead Managersyou) which will correct such statement or omission or which will effect such compliance and will use its best efforts to have any amendment to the Registration Statement declared effective as soon as possible. (iiic) The Company will promptly deliver to each of you and Underwriters' Counsel a four signed or conformed copy copies of the Registration Statement, as initially filed including exhibits and all amendments thereto, including all consents and exhibits filed therewith, and will maintain in the Company's files manually signed copies of such documents for at least five years after the date of filing. The Company will promptly deliver to each of the Underwriters such number of copies of any Preliminary Prospectuspreliminary prospectus, the Prospectus, the Registration Statement, and all amendments of and supplements to such documents, if any, and all documents incorporated by reference in the Registration Statement and Prospectus or any amendment thereof or supplement thereto as you may reasonably request. Prior to 10:00 A.M., New York time, on the business day next succeeding the date of this Agreement and from time to time thereafter, the Company will furnish the Underwriters with copies of the Prospectus in New York City in such quantities as you may reasonably request. (iv) The Company consents to the use and delivery of the Preliminary Prospectus by the Underwriters in accordance with Rule 430 and Section 5(b) of the Securities Act. (vd) The Company will use its reasonable effortsendeavor in good faith, in cooperation with the Lead Managersyou, 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, domestic or foreign, jurisdictions as the Lead Managers 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. (vie) The Company will make generally available, to available (within the extent not available on EDGAR, meaning of Section 11(a) of the Act) to its security holders and to the Underwriters you as soon as pracxxxxxlepracticable, but in any event not later than twelve months 45 days after the end of its fiscal quarter in which the first anniversary date of the effective date of the Registration Statement (as defined in Rule 158(c) under the Securities Act)occurs, an earnings statement (in form complying with the provisions of Rule 158 of the Company and the Subsidiaries (which need not be audited) complying with Section 11(a) of the Securities Act and the Rules and Regulations (including, at the option of the Company, Rule 158Regulations). (viif) During the period of 90 180 days from the date of the Prospectus, the Company will not, without the your prior written consent of consent, issue, sell, offer or agree to sell, grant any option for the Lead Managers the Company (i) will notsale of, or otherwise dispose of, directly or indirectly, issueany Common Stock (or any securities convertible into, offerexercisable for or exchangeable for Common Stock), sell, agree to issue, offer or sell, solicit offers to purchase, grant any call option, warrant or other right to purchase, purchase any put option or other right to sell, pledge, borrow or otherwise dispose of any Relevant Security, or make any announcement of any of the foregoing, (ii) will not establish or increase any "put equivalent position" or liquidate or decrease any "call equivalent position" (in each case within the meaning of Section 16 of the Exchange Act and the rules and regulations promulgated thereunder) with respect to any Relevant Security, and (iii) will not otherwise enter into any swap, derivative or other transaction or arrangement that transfers to another, in whole or in part, any economic consequence of ownership of a Relevant Security, whether or not such transaction is to be settled by delivery of Relevant Securities, other securities, cash or other consideration; and the Company will obtain an undertaking in substantially the written undertaking, the form of Annex III hereto which shall be subject to the approval of Bear Steaxxx, xx each of its officers and directors, each directors and such of the Selling Stockholders, and its stockholders as have been heretofore designated by you and listed on Schedule III SCHEDULE II attached hereto not to engage in any of the aforementioned similar transactions on their own behalf. The foregoing sentence shall not apply to (A) the Shares to be sold hereunder, other than (B) the sale issuance by the Company of Shares as contemplated by this Agreement and the Company's issuance shares of Common Stock upon (i) the exercise of currently options or warrants or the conversion of a security outstanding warrants; and on the date hereof which is described in the Prospectus, (iiC) the grant and exercise of options under, or share purchase rights by the issuance Company pursuant to the option and sale of shares pursuant to, employee stock option purchase plans in effect on the date hereof, each as described in the Registration Statement and Prospectus, provided, such options are not exercisable for 180 days after the date of the Prospectus, or if such options are exercisable within such period, such options are subject to lockup provisions substantially the same as those set forth in this Section 4(f) or (D) the issuance of shares of Common Stock in acquisition, strategic partner or investment transactions approved by the Company's Board of Directors, provided such shares are subject to lockup provisions substantially similar to those set forth in this Section 4(f) and so long as such shares are not transferable until the expiration of such lockup, which expiration shall not occur until 180 days after the date of the Prospectus. The Company will not file a registration statement under the Securities Act in connection with any transaction by the Company or any person that is prohibited pursuant to the foregoing, except for registration statements on Form S-8 relating to employee benefit plans. (viii) During the period of five 180 days from the date of the Prospectus, the Company shall enforce all, and shall not materially amend any, provisions of all outstanding option agreements (and any new option agreement entered into during such period) in order to ensure that no holder of options to purchase capital stock of the Company may sell or otherwise dispose of the stock acquired upon exercise of any such option without the prior written consent of Bear Steaxxx. Xxe Company acknowledges that the intent of the foregoing sentence is to restrict, pursuant to the terms of such option agreements, the ability of option holders to dispose of shares of stock acquired upon exercise of such options in the same manner as if such persons had executed written undertakings provided for in the first sentence of this paragraph. (g) During a period of three years from the effective date of the Registration Statement, the Company will furnish or make available to you, to the extent not available on EDGAR, you copies of all reports or other communications (financial or othxx) xurnished to security holders or from time to time published or publicly disseminated by the Company, and will deliver to you, to the extent not available on EDGAR, (i) as soon as they are available, copies of any all reports to its stockholders; and (ii) all reports, finanxxxx financial statements and proxy or information statements furnished to or filed by the Company with the Commission or any national securities exchange on which any class of securities of the Company is listed; and (ii) such additional information concerning the business and financial condition of the Company as you may from time to time reasonably request (such financial information to be on a consolidated basis to the extent the accounts of the Company and the Subsidiaries are consolidated in reports furnished to its security holders generally or to the Commission)exchange. (ixh) The Company will apply the net proceeds from the sale of the Shares as set forth under the caption "Use of Proceeds" in the Prospectus. (xi) The Company will use its reasonable best efforts to list cause the Shares to be listed for inclusion in the National Association of Securities Dealers Automated Quotation National Market System ("NASDAQ/NMS") (j) The Company will comply with Rule 463 of the Regulations. (k) The Company shall cause to be prepared and delivered, at its expense, within one business day from the effective date of this Agreement, to the Underwriters an "electronic Prospectus" to be used by the Underwriters in connection with the offering and sale of the Shares. As used herein, the term "electronic Prospectus" means a form of Prospectus, and any amendment or supplement thereto, that meets each of the following conditions: (i) it shall be encoded in an electronic format, satisfactory to Bear Steaxxx, xxat may be transmitted electronically by Bear Steaxxx xxx the other Underwriters to offerees and purchasers of the Shares for quotation on the Nasdaq and maintain the listing of the Shares on the Nasdaq. (xi) The Company, at least during the period when the Prospectus is required to be delivered under the Securities Act or the Exchange ActAct (the "PROSPECTUS DELIVERY PERIOD"); (ii) it shall disclose the same information as the paper Prospectus and Prospectus filed pursuant to EDGAX, xxcept to the extent that graphic and image material cannot be disseminated electronically, in which case such graphic and image material shall be replaced in the electronic Prospectus with a fair and accurate narrative description or tabular representation of such material, as appropriate; and (iii) it shall be in or convertible into a paper format or an electronic format, satisfactory to Bear Steaxxx, xxat will file all documents required allow investors to be store and have continuously ready access to the Prospectus at any future time, without charge to investors (other than any fee charged for subscription to the system as a whole and for on-line time). Such electronic Prospectus may consist of a Rule 434 preliminary prospectus, together with the applicable term sheet, provided that it otherwise satisfies the format and conditions described in the immediately preceding sentence. The Company hereby confirms that it has included or will include in the Prospectus filed pursuant to EDGAX xx otherwise with the Commission pursuant to the Securities Act, the Exchange Act and the Rules and Regulations within the time periods required thereby. (xii) The Company will use its best efforts to do and perform all things required to be done or performed under this Agreement by the Company prior to the Closing Date or the Additional Date, as the case may be, and to satisfy all conditions precedent to the delivery of the Firm Shares and the Additional Shares. (xiii) The Company will not take, and will cause its affiliates that it controls (within the meaning of Rule 144 under the Securities Act) not to take, directly or indirectly, any action which constitutes or is designed to cause or result in, or which could reasonably be expected to constitute, cause or result in, the stabilization or manipulation of the price of any security to facilitate the sale or resale of the Shares. (xiv) The Company will take such steps as shall be necessary to ensure that neither the Company nor any of its Subsidiaries becomes an "investment company" as defined, and subject to regulation, under the Investment Company Act. (b) Each Selling Stockholder covenants and agrees with each Underwriter: (i) To deliver to the Representatives prior to the Closing Date, a properly completed and executed United States Treasury Department Form W-8 (if the Selling Stockholder is a non-United States Person) or Form W-9 (if the Selling Stockholder is a United States Person), which in each case may be replaced by any other applicable form or statement specified by Treasury Department regulations in lieu thereof; (ii) To notify promptly the Company and the Representatives if, at any time prior to the date on which the distribution of the Shares as contemplated herein and in the Prospectus has been completedRegistration Statement at the time it was declared effective an undertaking that, as determined upon receipt of a request by the Representatives, such Selling Stockholder has knowledge of the occurrence of any event as a result of which an investor or his or her representative within the Prospectus Delivery Period, the Company shall transmit or the Registration Statement, in each case 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 light of the circumstances under which they were made, not misleading; (iii) To cooperate to the extent necessary to cause the Registration Statement or any post-effective amendment thereto to become effective at the earliest possible time and to do and perform all things to be done and performed under this Agreement prior to the Closing Date and to satisfy all conditions precedent to the delivery of the Shares pursuant to this Agreement; (iv) To pay or to cause to be paid all transfer taxestransmitted promptly, stamp duties and other similar taxes with respect to without charge, a paper copy of the Shares, if any, to be sold by such Selling Stockholder; and (v) To deliver to the Lead Managers on or prior to the date of this Agreement each lock-up agreement referenced in Section 6(j) hereofProspectus.

Covenants of the Company; Covenants of the Selling Stockholders. (aA) The Company covenants and agrees with each of the Underwriters that: (ia) The Registration Statement and any amendments thereto have been declared become effective, 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) within the prescribed time period and will provide evidence satisfactory to the Lead Managers you of such timely filing. If the Company elects to rely on Rule 434, the Company will prepare and file a term sheet Term Sheet that complies with the requirements of Rule 434, 434 and provide the Prospectus shall not be "materially different" (as Underwriters with copies of such term is used in Rule 434) from the Prospectus included in the Registration Statement at the time it became effective. The Company will notify you immediately (and, if requested by the Lead Managers, will confirm such notice in writing) filings prior to their use. (i) when the Registration Statement and any amendments thereto become effective, ; (ii) 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 Company's intention to file or prepare any supplement amendments to the Registration Statement (including pursuant to Rule 462(b)), the Term Sheet or any supplement, revision or amendment to the Registration Statement or the Prospectus, ; (iv) of the mailing or the delivery to the Commission for filing of any amendment of or supplement to the Registration Statement or the Prospectus, including but not limited to Rule 462(b) under the Securities Act, ; (v) 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 proceedings therefor, it being understood that the Company shall make every reasonable effort to avoid the issuance of any such stop order, ; (vi) of the receipt of any comments from the Commission, ; and (vii) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Shares for sale in any jurisdiction or the initiation or threatening of any proceeding for that purpose. If the Commission shall propose or enter a stop order at any time, the Company will make every reasonable effort to prevent the issuance of any such stop order and, if 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 Rule 434) that differs from the prospectus on file at the time of the effectiveness of the Registration Statement or and, until this offering is finished and for so long as a Prospectus is required to be delivered in connection with the sale of the Shares, the Company will not, file any document under the Exchange Act if such document would be deemed to be incorporated by reference into the Prospectus Prospectus, in any such case before or after the effective date of the Registration Statement to which the Lead Managers you shall reasonably object in writing after being timely furnished in advance a copy thereof. The Company will provide the Lead Managers you with copies of all such amendments, filings and other documents a sufficient time prior to any filing or other publication thereof to permit the Lead Managers you a reasonable opportunity to review and comment thereon. (iib) The Company shall comply with the Securities Act and the Exchange Act to permit completion of the distribution as contemplated in this Agreement, the Registration Statement and the Prospectus. If at any time when a prospectus relating to the Shares is required to be delivered under the Securities Act or the Exchange Act in connection with the sales sale of Shares, 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 existing at the time of delivery to the purchaser, not misleading, or if to comply with the Securities Act, the Exchange Act or the Rules and Regulations it shall be necessary at any time to amend or supplement the Prospectus or Registration Statement (by filing an amendment or supplement to the Prospectus or the Registration Statement, or to file by filing any document incorporated by reference in the Registration Statement or the Prospectus or in any amendment thereof or supplement thereto, or otherwise) to comply with the Securities Act, the Exchange Act or the Rules and Regulations, the Company will notify you promptly and prepare and file with the Commission, subject to the second paragraph of Section 4(a)(i5(a) hereof, an appropriate amendment or supplement (in form and substance satisfactory to the Lead Managersyou) which will correct such statement or omission or which will effect such compliance and will use its best efforts to have any amendment to the Registration Statement declared effective as soon as possible. (iiic) The Company will promptly deliver to each of you the Representatives and Underwriters' Counsel a signed or conformed copy of the Registration Statement, as initially filed and all amendments thereto, including all consents and exhibits filed therewiththerewith and all amendments thereto, and will maintain in the Company's files manually signed copies of such documents for at least five years after the date of filing. The Company will promptly deliver to each of the 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 by reference in the Registration Statement and Statement, Prospectus or any amendment thereof or supplement thereto thereto, as you may reasonably request. Prior to 10:00 A.M., New York time, on the second business day next succeeding after the date of this Agreement and from time to time thereafter, thereafter the Company will furnish the Underwriters with copies of the Prospectus in New York City in such quantities as you may reasonably request. (ivd) The Company shall promptly deliver to each of the Underwriters and to Underwriters' Counsel copies of the Preliminary Prospectus, and the Company consents to the use and delivery of the Preliminary Prospectus by the Underwriters in accordance with Rule 430 and Section 5(b) of the Securities Act. The Company shall also furnish to each of the Underwriters copies of the final Prospectus as requested by any of the Underwriters. (ve) The Company will use its reasonable best efforts, in cooperation with the Lead Managersyou, 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, jurisdictions (domestic or foreign, ) as the Lead Managers 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. (vif) The Company will make generally available, to the extent not available on EDGAR, to its security holders and to the Underwriters as soon as pracxxxxxlepracticable, but in any event not later than twelve eighteen months after the effective date of the Registration Statement (as defined in Rule 158(c) under the Securities Act), an earnings statement of the Company and the Subsidiaries Subsidiary (which need not be audited) complying with Section 11(a) of the Securities Act and the Rules and Regulations (including, at the option of the Company, Rule 158). (viig) During the period of 90 days from the date of the Prospectus, without the prior written consent of the Lead Managers the Company (i) will not, directly or indirectly, without your prior written consent, issue, offer, sell, agree to issue, offer or sell, solicit offers to purchase, grant any call option, warrant option or other right to purchase, purchase any put option or other right to sellwith respect to, pledge, borrow or otherwise dispose of any Relevant Securityof, or make any announcement of short sale or maintain any of the foregoingshort position, (ii) will not establish or increase any a "put equivalent position" or liquidate or decrease any a "call equivalent position" (in each case within the meaning of Section 16 of the Exchange Act Act, and the all rules and regulations promulgated thereunder) with respect to any Relevant Security), and (iii) will not or otherwise enter into any swap, derivative transaction or other transaction or arrangement that transfers to another, in whole or in part, any of the economic consequence consequences of ownership of a Relevant Security, the Common Stock (whether or not such transaction is to be settled by delivery of Relevant SecuritiesCommon Stock, other securities, cash or other consideration; ) or otherwise dispose of, any Common Stock (or any securities convertible into, exercisable or exchangeable for Common Stock) or interest therein of the Company or of any of the Subsidiaries, and the Company will obtain an the undertaking in substantially the form of Annex III hereto of each of its officers and directors, each directors and such of the Selling Stockholders, and its stockholders as have been heretofore designated by you and listed on Schedule III II attached hereto not to engage in any of the aforementioned transactions on their own behalf, other than the sale of Shares as contemplated by this Agreement and the Company's issuance of Common Stock upon (i) the exercise of currently outstanding warrants; and (ii1) the grant and exercise of options under, or the issuance and sale of shares pursuant to, employee stock option plans in effect on upon the date hereofClosing, each as described in the Registration Statement and (2) transfers by such officers, directors and stockholders of any Common stock (i) to any parents, mother-in-law or father-in-law, husband or wife, brother or sister, sister-in-law or brother-in-law, son-in-law or daughter-in-law and children of such officers, directors or stockholders (each, a "Family Member") or (ii) to a trust for the Prospectus. The Company will not file a registration statement under direct or indirect benefit of such officer, director or stockholder or any of their respective Family Members, provided that any such transferee, including the Securities Act trustee of any such trust, agrees to be bound in connection with any transaction writing by the Company or restrictions set forth herein and confirms in writing that it has been subject to such restrictions since the date hereof, and provided further that any person that is prohibited pursuant to the foregoing, except such transfer shall not involve a disposition for registration statements on Form S-8 relating to employee benefit plansvalue. (viiih) During the period of five three years from the effective date of the Registration Statement, the Company will furnish to you, to the extent not available on EDGAR, you copies of all reports or other communications (financial or othxxother) xurnished furnished to security holders or from time to time published or publicly disseminated by the Companyholders, and will to deliver to you, to the extent not available on EDGAR, you (i) as soon as they are available, copies of any reports, finanxxxx statements reports and proxy or information financial statements furnished to or filed with the Commission or any national securities exchange on which any class of securities of the Company is listed; and (ii) such additional information concerning the business and financial condition of the Company as you may from time to time reasonably request (such financial information statements to be on a consolidated basis to the extent the accounts of the Company and the Subsidiaries Subsidiary are consolidated in reports furnished to its security holders generally or to the Commission). (ix) The Company will apply the net proceeds from the sale of the Shares as set forth under the caption "Use of Proceeds" in the Prospectus. (xi) The Company will use its reasonable best efforts to list the Shares for quotation on the Nasdaq effect and maintain the listing of the Shares on the NasdaqNew York Stock Exchange. (xij) The Company, during the period when the Prospectus is required to be delivered under the Securities Act or the Exchange Act, will file all documents required to be filed with the Commission pursuant to the Securities Act, the Exchange Act and the Rules and Regulations within the time periods required thereby. (xii) The Company will use its best efforts to do and perform all things required to be done or performed under this Agreement by the Company prior to the Closing Date or the Additional Date, as the case may be, and to satisfy all conditions precedent to the delivery of the Firm Shares and the Additional Shares. (xiiik) The Company will not take, and will cause its affiliates that it controls (within the meaning of Rule 144 under the Securities Act) (other than Bear Xxxxxxx Merchant Banking and any affiliate thereof which is an underwriter in the Offering) not to take, directly or indirectly, any action which constitutes or is designed to cause or result in, or which could reasonably be expected to constitute, cause or result in, the stabilization or manipulation of the price of any security to facilitate the sale or resale of the Shares. (xiv) The Company will take such steps as shall be necessary to ensure that neither the Company nor any of its Subsidiaries becomes an "investment company" as defined, and subject to regulation, under the Investment Company Act. (b) Each Selling Stockholder covenants and agrees with each Underwriter: (i) To deliver to the Representatives prior to the Closing Date, a properly completed and executed United States Treasury Department Form W-8 (if the Selling Stockholder is a non-United States Person) or Form W-9 (if the Selling Stockholder is a United States Person), which in each case may be replaced by any other applicable form or statement specified by Treasury Department regulations in lieu thereof; (ii) To notify promptly the Company and the Representatives if, at any time prior to the date on which the distribution of the Shares as contemplated herein and in the Prospectus has been completed, as determined by the Representatives, such Selling Stockholder has knowledge of the occurrence of any event as a result of which the Prospectus or the Registration Statement, in each case 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 light of the circumstances under which they were made, not misleading; (iii) To cooperate to the extent necessary to cause the Registration Statement or any post-effective amendment thereto to become effective at the earliest possible time and to do and perform all things to be done and performed under this Agreement prior to the Closing Date and to satisfy all conditions precedent to the delivery of the Shares pursuant to this Agreement; (iv) To pay or to cause to be paid all transfer taxes, stamp duties and other similar taxes with respect to the Shares, if any, to be sold by such Selling Stockholder; and (v) To deliver to the Lead Managers on or prior to the date of this Agreement each lock-up agreement referenced in Section 6(j) hereof.

Covenants of the Company; Covenants of the Selling Stockholders. (aA) The Company covenants and agrees with each of the Underwriters that: (ia) The Registration Statement and any amendments thereto have been declared become effective, 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) within the prescribed time period and will provide evidence satisfactory to the Lead Managers you of such timely filing. If the Company elects to rely on Rule 434, the Company will prepare and file a term sheet Term Sheet that complies with the requirements of Rule 434, 434 and provide the Prospectus shall not be "materially different" (as Underwriters with copies of such term is used in Rule 434) from the Prospectus included in the Registration Statement at the time it became effective. The Company will notify you immediately (and, if requested by the Lead Managers, will confirm such notice in writing) filings prior to their use. (i) when the Registration Statement and any amendments thereto become effective, ; (ii) 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 Company's intention to file or prepare any supplement amendments to the Registration Statement (including pursuant to Rule 462(b)), the Term Sheet or any supplement, revision or amendment to the Registration Statement or the Prospectus, ; (iv) of the mailing or the delivery to the Commission for filing of any amendment of or supplement to the Registration Statement or the Prospectus, including but not limited to Rule 462(b) under the Securities Act, ; (v) 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 proceedings therefor, it being understood that the Company shall make every reasonable effort to avoid the issuance of any such stop order, ; (vi) of the receipt of any comments from the Commission, ; and (vii) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Shares for sale in any jurisdiction or the initiation or threatening of any proceeding for that purpose. If the Commission shall propose or enter a stop order at any time, the Company will make every reasonable effort to prevent the issuance of any such stop order and, if 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 Rule 434) that differs from the prospectus on file at the time of the effectiveness of the Registration Statement before or file any document under after the Exchange Act if such document would be deemed to be incorporated by reference into effective date of the Prospectus Registration Statement to which the Lead Managers you shall reasonably object in writing after being timely furnished in advance a copy thereof. The Company will provide the Lead Managers with copies of all such amendments, filings and other documents a sufficient time prior to any filing or other publication thereof to permit the Lead Managers a reasonable opportunity to review and comment thereon. (iib) The Company shall comply with the Securities Act and the Exchange Act to permit completion of the distribution as contemplated in this Agreement, the Registration Statement and the Prospectus. If at any time when a prospectus relating to the Shares is required to be delivered under the Securities Act or the Exchange Act in connection with the sales sale of Shares, 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 existing at the time of delivery to the purchaser, not misleading, or if to comply with the Securities Act, the Exchange Act or the Rules and Regulations it shall be necessary at any time to amend or supplement the Prospectus or Registration Statement, or Statement to file any document incorporated by reference in comply with the Registration Statement Securities Act or the Prospectus or in any amendment thereof or supplement theretoRules and Regulations, the Company will notify you promptly and prepare and file with the Commission, subject to the second paragraph of Section 4(a)(i5(A)(a) hereof, an appropriate amendment or supplement (in form and substance satisfactory to the Lead Managersyou) which will correct such statement or omission or which will effect such compliance and will use its best efforts to have any amendment to the Registration Statement declared effective as soon as possible. (iiic) The Company will promptly deliver to each of you the Representatives and Underwriters' Counsel a signed or conformed copy of the Registration Statement, as initially filed and all amendments thereto, including all consents and exhibits filed therewiththerewith and all amendments thereto, and will maintain in the Company's files manually signed copies of such documents for at least five years after the date of filing. 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, and all documents incorporated by reference in the Registration Statement and Prospectus or any amendment thereof or supplement thereto as you may reasonably request. Prior to 10:00 A.M., New York time, on the business day next succeeding the date of this Agreement and from time to time thereafter, the Company will furnish the Underwriters with copies of the Prospectus in New York City in such quantities as you may reasonably request. (iv) The Company consents to the use and delivery of the Preliminary Prospectus by the Underwriters in accordance with Rule 430 and Section 5(b) of the Securities Act. (v) The Company will use its reasonable efforts, in cooperation with the Lead Managers, 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, domestic or foreign, as the Lead Managers 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. (vi) The Company will make generally available, to the extent not available on EDGAR, to its security holders and to the Underwriters as soon as pracxxxxxle, but in any event not later than twelve months after the effective date of the Registration Statement (as defined in Rule 158(c) under the Securities Act), an earnings statement of the Company and the Subsidiaries (which need not be audited) complying with Section 11(a) of the Securities Act and the Rules and Regulations (including, at the option of the Company, Rule 158). (vii) During the period of 90 days from the date of the Prospectus, without the prior written consent of the Lead Managers the Company (i) will not, directly or indirectly, issue, offer, sell, agree to issue, offer or sell, solicit offers to purchase, grant any call option, warrant or other right to purchase, purchase any put option or other right to sell, pledge, borrow or otherwise dispose of any Relevant Security, or make any announcement of any of the foregoing, (ii) will not establish or increase any "put equivalent position" or liquidate or decrease any "call equivalent position" (in each case within the meaning of Section 16 of the Exchange Act and the rules and regulations promulgated thereunder) with respect to any Relevant Security, and (iii) will not otherwise enter into any swap, derivative or other transaction or arrangement that transfers to another, in whole or in part, any economic consequence of ownership of a Relevant Security, whether or not such transaction is to be settled by delivery of Relevant Securities, other securities, cash or other consideration; and the Company will obtain an undertaking in substantially the form of Annex III hereto of each of its officers and directors, each of the Selling Stockholders, and its stockholders listed on Schedule III attached hereto not to engage in any of the aforementioned transactions on their own behalf, other than the sale of Shares as contemplated by this Agreement and the Company's issuance of Common Stock upon (i) the exercise of currently outstanding warrants; and (ii) the grant and exercise of options under, or the issuance and sale of shares pursuant to, employee stock option plans in effect on the date hereof, each as described in the Registration Statement and the Prospectus. The Company will not file a registration statement under the Securities Act in connection with any transaction by the Company or any person that is prohibited pursuant to the foregoing, except for registration statements on Form S-8 relating to employee benefit plans. (viii) During the period of five years from the effective date of the Registration Statement, the Company will furnish to you, to the extent not available on EDGAR, copies of all reports or other communications (financial or othxx) xurnished to security holders or from time to time published or publicly disseminated by the Company, and will deliver to you, to the extent not available on EDGAR, (i) as soon as they are available, copies of any reports, finanxxxx statements and proxy or information statements furnished to or filed with the Commission or any national securities exchange on which any class of securities of the Company is listed; and (ii) such additional information concerning the business and financial condition of the Company as you may from time to time reasonably request (such financial information to be on a consolidated basis to the extent the accounts of the Company and the Subsidiaries are consolidated in reports furnished to its security holders generally or to the Commission). (ix) The Company will apply the net proceeds from the sale of the Shares as set forth under the caption "Use of Proceeds" in the Prospectus. (x) The Company will use its reasonable efforts to list the Shares for quotation on the Nasdaq and maintain the listing of the Shares on the Nasdaq. (xi) The Company, during the period when the Prospectus is required to be delivered under the Securities Act or the Exchange Act, will file all documents required to be filed with the Commission pursuant to the Securities Act, the Exchange Act and the Rules and Regulations within the time periods required thereby. (xii) The Company will use its best efforts to do and perform all things required to be done or performed under this Agreement by the Company prior to the Closing Date or the Additional Date, as the case may be, and to satisfy all conditions precedent to the delivery of the Firm Shares and the Additional Shares. (xiii) The Company will not take, and will cause its affiliates that it controls (within the meaning of Rule 144 under the Securities Act) not to take, directly or indirectly, any action which constitutes or is designed to cause or result in, or which could reasonably be expected to constitute, cause or result in, the stabilization or manipulation of the price of any security to facilitate the sale or resale of the Shares. (xiv) The Company will take such steps as shall be necessary to ensure that neither the Company nor any of its Subsidiaries becomes an "investment company" as defined, and subject to regulation, under the Investment Company Act. (b) Each Selling Stockholder covenants and agrees with each Underwriter: (i) To deliver to the Representatives prior to the Closing Date, a properly completed and executed United States Treasury Department Form W-8 (if the Selling Stockholder is a non-United States Person) or Form W-9 (if the Selling Stockholder is a United States Person), which in each case may be replaced by any other applicable form or statement specified by Treasury Department regulations in lieu thereof; (ii) To notify promptly the Company and the Representatives if, at any time prior to the date on which the distribution of the Shares as contemplated herein and in the Prospectus has been completed, as determined by the Representatives, such Selling Stockholder has knowledge of the occurrence of any event as a result of which the Prospectus or the Registration Statement, in each case 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 light of the circumstances under which they were made, not misleading; (iii) To cooperate to the extent necessary to cause the Registration Statement or any post-effective amendment thereto to become effective at the earliest possible time and to do and perform all things to be done and performed under this Agreement prior to the Closing Date and to satisfy all conditions precedent to the delivery of the Shares pursuant to this Agreement; (iv) To pay or to cause to be paid all transfer taxes, stamp duties and other similar taxes with respect to the Shares, if any, to be sold by such Selling Stockholder; and (v) To deliver to the Lead Managers on or prior to the date of this Agreement each lock-up agreement referenced in Section 6(j) hereof.

Covenants of the Company; Covenants of the Selling Stockholders. (a) The Company covenants and agrees with the Underwriters that: (i) The Registration Statement and any amendments thereto have been declared effective, 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) within the prescribed time period and will provide evidence reasonably satisfactory to the Lead Managers Representatives of such timely filing. If the Company elects to rely on Rule 434, the Company will prepare and file a term sheet that complies with the requirements of Rule 434, and the Prospectus shall not be "materially different" (as such term is used in Rule 434) from the Prospectus included in the Registration Statement at the time it became effective. The Company will notify you immediately . (and, if requested by the Lead Managers, will confirm such notice in writing) (iA) when the Registration Statement and any amendments thereto become effective, (iiB) of any request by the Commission for any amendment of or supplement to the Registration Statement or the Prospectus or for any additional information, (iiiC) of the Company's intention to file or prepare any supplement or amendment to the Registration Statement or the Prospectus, (ivD) of the mailing or the delivery to the Commission for filing of any amendment of or supplement to the Registration Statement or the Prospectus, including but not limited to Rule 462(b) under the Securities Act, (vE) 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 proceedings therefor, it being understood that the Company shall make every reasonable effort to avoid the issuance of any such stop order, (viF) of the receipt of any comments from the Commission, and (viiG) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Shares for sale in any jurisdiction or the initiation or threatening of any proceeding for that purpose. If the Commission shall propose or enter a stop order at any time, the Company will make every reasonable effort to prevent the issuance of any such stop order and, if 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 Rule 434) that differs from the prospectus on file at the time of the effectiveness 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 the Lead Managers Representatives shall object in writing after being timely furnished in advance a copy thereof. The Company will provide the Lead Managers Representatives with copies of all such amendments, filings and other documents a sufficient time prior to any filing or other publication thereof to permit the Lead Managers Representatives a reasonable opportunity to review and comment thereon. (ii) The Company shall comply with the Securities Act and the Exchange Act to permit completion of the distribution as contemplated in this Agreement, the Registration Statement and the Prospectus. If at any time when a prospectus relating to the Shares is required to be delivered under the Securities Act or the Exchange Act in connection with the sales of Shares, any event shall have occurred as a result of which the Prospectus as then amended or supplemented would, in the reasonable 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 existing at the time of delivery to the purchaser, not misleading, or if to comply with the Securities Act, the Exchange Act or the Rules and Regulations it shall be necessary at any time to amend or supplement the Prospectus or Registration Statement, or to file 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, subject to Section 4(a)(i5(a)(i) hereof, an appropriate amendment or supplement (in form and substance reasonably satisfactory to the Lead ManagersRepresentatives) 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. (iii) The Company will promptly deliver to each of you and Underwriters' Counsel a signed or conformed copy of the Registration Statement, as initially filed and all amendments thereto, including all consents and exhibits filed therewith, and will maintain in the Company's files manually signed copies of such documents for at least five years after the date of filing. 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, and all documents incorporated by reference in the Registration Statement and Prospectus or any amendment thereof or supplement thereto thereto, as you may reasonably request. Prior to 10:00 A.M., New York time, on the business day next succeeding the date of this Agreement Agreement, or as promptly as reasonably possible thereafter, and from time to time thereafter, the Company will furnish the Underwriters with copies of the Prospectus in New York City in such quantities as you may reasonably request. (iv) The Company consents to the use and delivery of the Preliminary Prospectus by the Underwriters in accordance with Rule 430 and Section 5(b) of the Securities Act. (v) The Company will use its reasonable best efforts, in cooperation with the Lead ManagersRepresentatives, 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, domestic or foreign, as the Lead Managers Representatives 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 become subject to taxation, to qualify as a foreign corporation or to execute a general consent to service of processprocess in such jurisdiction. (vi) The Company will make generally available, to the extent not available on EDGAR, to its security holders and to the Underwriters as soon as pracxxxxxle, but in any event not later than twelve months after the effective date of the Registration Statement (as defined in Rule 158(c) under the Securities Act), practicable an earnings statement of the Company and the Subsidiaries (which need not be audited) complying with Section 11(a) of the Securities Act and Rule 158 under the Rules and Regulations (including, at the option of the Company, Rule 158)Act. (vii) During the period of 90 days from the date of the Prospectus, without the prior written consent of the Lead Managers Bear Xxxxxxx, the Company (iA) will not, directly or indirectly, issue, offer, sell, agree to issue, offer or sell, solicit offers to purchase, grant any call option, warrant or other right to purchase, purchase any put option or other right to sell, pledge, borrow or otherwise dispose of any Relevant Security, or make any announcement of any of the foregoing, (iiB) will not establish or increase any "put equivalent position" or liquidate or decrease any "call equivalent position" (in each case within the meaning of Section 16 of the Exchange Act and the rules and regulations promulgated thereunder) with respect to any Relevant Security, and (iiiC) will not otherwise enter into any swap, derivative or other transaction or arrangement that transfers to another, in whole or in part, any economic consequence of ownership of a Relevant Security, whether or not such transaction is to be settled by delivery of Relevant Securities, other securities, cash or other consideration; and the Company will obtain an undertaking in substantially the form of Annex III hereto of each of its officers and directors, each of the Selling Stockholders, and its stockholders listed on Schedule III attached hereto not to engage in any of the aforementioned transactions on their own behalf, other than (i) the sale of Shares as contemplated by this Agreement and Agreement, (ii) the Company's issuance of Common Stock upon (i) the exercise of currently outstanding warrants; and (ii) the grant and exercise of options under, or the issuance and sale of shares pursuant to, employee stock option or benefit plans in effect on the date hereof, each as described in or (iii) the Registration Statement grant by the Company of any options, warrants, restricted stock or other securities pursuant to the terms of any option plan, long-term incentive plan, employee benefit or compensation arrangement or employment agreement; and the Company will obtain an undertaking in substantially the form of Annex III hereto of each of its executive officers, directors and the Selling Stockholders not to engage in any of the aforementioned transactions on their own behalf. During the period of 90 days from the date of the Prospectus. The , without the prior written consent of Bear Xxxxxxx, the Company will not file a registration statement under the Securities Act in connection with any transaction by the Company or any person that is prohibited pursuant to the foregoing, except for registration statements on Form S-8 relating to employee benefit plansplans or Form S-4 relating to corporate reorganizations or other transactions under Rule 145. (viii) During the period of five three years from the effective date of the Registration Statement, the Company will furnish to you, to the extent not available on EDGAR, Representatives copies of all reports or other communications (financial or othxxother) xurnished furnished generally to security holders or from time to time published or publicly disseminated by the Company, and will deliver to you, to the extent not available on EDGAR, Representatives (i) as soon as they are available, copies of any reports, finanxxxx financial statements and proxy or information statements furnished to or filed with the Commission or any national securities exchange on which any class of securities of the Company is listed; and (ii) such additional information concerning the business and financial condition of the Company as you the Representatives may from time to time reasonably request (such financial information to be on a consolidated basis to the extent the accounts of the Company and the Subsidiaries are consolidated in reports furnished to its security holders generally or to the Commission), provided that the Representatives agree to keep such additional information confidential (and to cause their employees and agents to do the same) prior to its publication or public dissemination by the Company. For the purposes of this Section 5(a)(viii), items filed by the Company with the Commission on XXXXX will be deemed to have been furnished to the Representatives on the date of such filing. (ix) The Company will apply the net proceeds from the sale of the Shares as set forth under the caption "Use of Proceeds" in the Prospectus. (x) The Company will use its reasonable best efforts to list the Shares for quotation on the Nasdaq NASDAQ and maintain the listing of the Shares on the NasdaqNASDAQ. (xi) The Company, during the period when the Prospectus is required to be delivered under the Securities Act or the Exchange Act, will file all documents required to be filed with the Commission pursuant to the Securities Act, the Exchange Act and the Rules and Regulations within the time periods required thereby. (xii) The Company will use its reasonable best efforts to do and perform all things required to be done or performed under this Agreement by the Company prior to the Closing Date or the Additional Date, as the case may be, and to satisfy all conditions precedent required to be satisfied by the Company to the delivery of the Firm Shares and the Additional Shares. (xiii) The Company will not take, and will cause its affiliates that it controls (within the meaning of Rule 144 under the Securities Act) not to take, directly or indirectly, any action which constitutes or is designed to cause or result in, or which could would reasonably be expected to constitute, cause or result in, the stabilization or manipulation of the price of any security to facilitate the sale or resale of the Shares. (xiv) The Company will take such steps as shall be necessary to ensure that neither the Company nor any of its Subsidiaries becomes an "investment company" as defined, and subject to regulation, under the Investment Company Act. (b) Each Selling Stockholder severally and not jointly covenants and agrees with each Underwriter: (i) To deliver to the Representatives prior to the Closing Date, a properly completed and executed United States Treasury Department Form W-8 (if the Selling Stockholder is a non-United States Person) or Form W-9 (if the Selling Stockholder is a United States Person), which in each case may be replaced by any other applicable form or statement specified by Treasury Department regulations in lieu thereof; (ii) To notify promptly the Company and the Representatives if, at any time prior to the date on which the distribution of the Shares as contemplated herein and in the Prospectus has been completed, as determined by the Representatives, such Selling Stockholder has knowledge of the occurrence of any event as a result of which the Prospectus or the Registration Statement, in each case 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 light of the circumstances under which they were made, not misleading; (iii) To cooperate to the extent necessary to cause the Registration Statement or any post-effective amendment thereto to become effective at the earliest possible time and to use reasonable best efforts to do and perform all things to be done and performed under this Agreement by the Selling Stockholders prior to the Closing Date and the Additional Closing Date, if any, and to satisfy all conditions precedent required to be satisfied by the Selling Stockholders to the delivery of the Selling Stockholders' Shares and the Additional Shares pursuant to this Agreement; (iv) To pay or to cause to be paid all transfer taxes, stamp duties and other similar taxes with respect to the Selling Stockholders' Shares and the Additional Shares, if any, to be sold by such Selling Stockholder; and (v) To deliver to the Lead Managers Representatives on or prior to the date of this Agreement each a lock-up agreement executed by such Selling Stockholder referenced in Section 6(j7(k) hereof.

Covenants of the Company; Covenants of the Selling Stockholders. (a) The Company covenants and agrees with the Underwriters that: (i) The Registration Statement and any amendments thereto have been declared effective, 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) within the prescribed time period and will provide evidence reasonably satisfactory to the Lead Managers Representatives of such timely filing. If the Company elects to rely on Rule 434, the Company will prepare and file a term sheet that complies with the requirements of Rule 434, and the Prospectus shall not be "materially different" (as such term is used in Rule 434) from the Prospectus included in the Registration Statement at the time it became effective. The Company will notify you immediately . (and, if requested by the Lead Managers, will confirm such notice in writing) (iA) when the Registration Statement and any amendments thereto become effective, (iiB) of any request by the Commission for any amendment of or supplement to the Registration Statement or the Prospectus or for any additional information, (iiiC) of the Company's intention to file or prepare any supplement or amendment to the Registration Statement or the Prospectus, (ivD) of the mailing or the delivery to the Commission for filing of any amendment of or supplement to the Registration Statement or the Prospectus, including but not limited to Rule 462(b) under the Securities Act, (vE) 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 proceedings therefor, it being understood that the Company shall make every reasonable effort to avoid the issuance of any such stop order, (viF) of the receipt of any comments from the Commission, and (viiG) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Shares for sale in any jurisdiction or the initiation or threatening of any proceeding for that purpose. If the Commission shall propose or enter a stop order at any time, the Company will make every reasonable effort to prevent the issuance of any such stop order and, if 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 Rule 434) that differs from the prospectus on file at the time of the effectiveness 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 the Lead Managers Representatives shall object in writing after being timely furnished in advance a copy thereof. The Company will provide the Lead Managers Representatives with copies of all such amendments, filings and other documents a sufficient time prior to any filing or other publication thereof to permit the Lead Managers Representatives a reasonable opportunity to review and comment thereon. (ii) The Company shall comply with the Securities Act and the Exchange Act to permit completion of the distribution as contemplated in this Agreement, the Registration Statement and the Prospectus. If at any time when a prospectus relating to the Shares is required to be delivered under the Securities Act or the Exchange Act in connection with the sales of Shares, any event shall have occurred as a result of which the Prospectus as then amended or supplemented would, in the reasonable 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 existing at the time of delivery to the purchaser, not misleading, or if to comply with the Securities Act, the Exchange Act or the Rules and Regulations it shall be necessary at any time to amend or supplement the Prospectus or Registration Statement, or to file 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, subject to Section 4(a)(i5(a)(i) hereof, an appropriate amendment or supplement (in form and substance reasonably satisfactory to the Lead ManagersRepresentatives) 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. (iii) The Company will promptly deliver to each of you and Underwriters' Counsel a signed or conformed copy of the Registration Statement, as initially filed and all amendments thereto, including all consents and exhibits filed therewith, and will maintain in the Company's files manually signed copies of such documents for at least five years after the date of filing. 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, and all documents incorporated by reference in the Registration Statement and Prospectus or any amendment thereof or supplement thereto thereto, as you may reasonably request. Prior to 10:00 A.M., New York time, on the business day next succeeding the date of this Agreement Agreement, or as promptly as reasonably possible thereafter, and from time to time thereafter, the Company will furnish the Underwriters with copies of the Prospectus in New York City in such quantities as you may reasonably request. (iv) The Company consents to the use and delivery of the Preliminary Prospectus by the Underwriters in accordance with Rule 430 and Section 5(b) of the Securities Act. (v) The Company will use its reasonable best efforts, in cooperation with the Lead ManagersRepresentatives, 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, domestic or foreign, as the Lead Managers Representatives 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 become subject to taxation, to qualify as a foreign corporation or to execute a general consent to service of processprocess in such jurisdiction. (vi) The Company will make generally available, to the extent not available on EDGAR, to its security holders and to the Underwriters as soon as pracxxxxxle, but in any event not later than twelve months after the effective date of the Registration Statement (as defined in Rule 158(c) under the Securities Act), practicable an earnings statement of the Company and the Subsidiaries (which need not be audited) complying with Section 11(a) of the Securities Act and Rule 158 under the Rules and Regulations (including, at the option of the Company, Rule 158)Act. (vii) During the period of 90 days from the date of the Prospectus, without the prior written consent of the Lead Managers Bear Stearns, the Company (iA) will not, directly or indirectly, issue, offeroffex, sellxxxx, agree to issue, offer or sell, solicit offers to purchase, grant any call option, warrant or other right to purchase, purchase any put option or other right to sell, pledge, borrow or otherwise dispose of any Relevant Security, or make any announcement of any of the foregoing, (iiB) will not establish or increase any "put equivalent position" or liquidate or decrease any "call equivalent position" (in each case within the meaning of Section 16 of the Exchange Act and the rules and regulations promulgated thereunder) with respect to any Relevant Security, and (iiiC) will not otherwise enter into any swap, derivative or other transaction or arrangement that transfers to another, in whole or in part, any economic consequence of ownership of a Relevant Security, whether or not such transaction is to be settled by delivery of Relevant Securities, other securities, cash or other consideration; and the Company will obtain an undertaking in substantially the form of Annex III hereto of each of its officers and directors, each of the Selling Stockholders, and its stockholders listed on Schedule III attached hereto not to engage in any of the aforementioned transactions on their own behalf, other than (i) the sale of Shares as contemplated by this Agreement and Agreement, (ii) the Company's issuance of Common Stock upon (i) the exercise of currently outstanding warrants; and (ii) the grant and exercise of options under, or the issuance and sale of shares pursuant to, employee stock option or benefit plans in effect on the date hereof, each as described in or (iii) the Registration Statement grant by the Company of any options, warrants, restricted stock or other securities pursuant to the terms of any option plan, long-term incentive plan, employee benefit or compensation arrangement or employment agreement; and the Company will obtain an undertaking in substantially the form of Annex III hereto of each of its executive officers, directors, and the stockholders listed on Schedule V not to engage in any of the aforementioned transactions on their own behalf. During the period of 90 days from the date of the Prospectus. The , without the prior written consent of Bear Stearns, the Company will not file a registration statement under the Securities Xxxxxxxies Act in connection with any transaction by the Company or any person that is prohibited pursuant to the foregoing, except for registration statements on Form S-8 relating to employee benefit plansplans or Form S-4 relating to corporate reorganizations or other transactions under Rule 145. (viii) During the period of five three years from the effective date of the Registration Statement, the Company will furnish to you, to the extent not available on EDGAR, Representatives copies of all reports or other communications (financial or othxxother) xurnished furnished generally to security holders or from time to time published or publicly disseminated by the Company, and will deliver to you, to the extent not available on EDGAR, Representatives (i) as soon as they are available, copies of any reports, finanxxxx financial statements and proxy or information statements furnished to or filed with the Commission or any national securities exchange on which any class of securities of the Company is listed; and (ii) such additional information concerning the business and financial condition of the Company as you the Representatives may from time to time reasonably request (such financial information to be on a consolidated basis to the extent the accounts of the Company and the Subsidiaries are consolidated in reports furnished to its security holders generally or to the Commission), provided that the Representatives agree to keep such additional information confidential (and to cause their employees and agents to do the same) prior to its publication or public dissemination by the Company. For the purposes of this Section 5(a)(viii), items filed by the Company with the Commission on EDGAR will be deemed to have been furnished to the Representatives on xxx xate of such filing. (ix) The Company will apply the net proceeds from the sale of the Shares as set forth under the caption "Use of Proceeds" in the Prospectus. (x) The Company will use its reasonable best efforts to list the Shares for quotation on the Nasdaq NASDAQ and use its reasonable best efforts to maintain the listing for quotation of the Shares on the NasdaqNASDAQ. (xi) The Company, during the period when the Prospectus is required to be delivered under the Securities Act or the Exchange Act, will file all documents required to be filed with the Commission pursuant to the Securities Act, the Exchange Act and the Rules and Regulations within the time periods required thereby. (xii) The Company will use its reasonable best efforts to do and perform all things required to be done or performed under this Agreement by the Company prior to the Closing Date or the Additional Date, as the case may be, and to satisfy all conditions precedent required to be satisfied by the Company to the delivery of the Firm Shares and the Additional Shares. (xiii) The Company will not take, and will cause its affiliates that it controls (within the meaning of Rule 144 under the Securities Act) not to take, directly or indirectly, any action which constitutes or is designed to cause or result in, or which could would reasonably be expected to constitute, cause or result in, the stabilization or manipulation of the price of any security to facilitate the sale or resale of the Shares. (xiv) The Company will take such steps as shall be necessary to ensure that neither the Company nor any of its Subsidiaries becomes an "investment company" as defined, and subject to regulation, under the Investment Company Act. (b) Each Selling Stockholder severally and not jointly covenants and agrees with each Underwriter: (i) To deliver to the Representatives prior to the Closing Date, a properly completed and executed United States Treasury Department Form W-8 (if the Selling Stockholder is a non-United States Person) or Form W-9 (if the Selling Stockholder is a United States Person), which in each case may be replaced by any other applicable form or statement specified by Treasury Department regulations in lieu thereof; (ii) To notify promptly the Company and the Representatives if, at any time prior to the date on which the distribution of the Shares as contemplated herein and in the Prospectus has been completed, as determined by the Representatives, such Selling Stockholder has knowledge of the occurrence of any event as a result of which the Prospectus or the Registration Statement, in each case 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 light of the circumstances under which they were made, not misleading; (iii) To cooperate to the extent necessary to cause the Registration Statement or any post-effective amendment thereto to become effective at the earliest possible time and to use reasonable best efforts to do and perform all things to be done and performed under this Agreement by the Selling Stockholders prior to the Closing Date and the Additional Closing Date, if any, and to satisfy all conditions precedent required to be satisfied by the Selling Stockholders to the delivery of the Selling Stockholders' Shares and the Additional Shares pursuant to this Agreement; (iv) To pay or to cause to be paid all transfer taxes, stamp duties and other similar taxes with respect to the Selling Stockholders' Shares and the Additional Shares, if any, to be sold by such Selling Stockholder; and (v) To deliver to the Lead Managers Representatives on or prior to the date of this Agreement each a lock-up agreement executed by such Selling Stockholder referenced in Section 6(j7(k) hereof.

Covenants of the Company; Covenants of the Selling Stockholders. (a) A. The Company covenants and agrees with each of the Underwriters that: (ia) The Registration Statement and any amendments thereto have been declared become effective, 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) within the prescribed time period and will provide evidence satisfactory to the Lead Managers you of such timely filing. If the Company elects to rely on Rule 434, the Company will prepare and file a term sheet Term Sheet that complies with the requirements of Rule 434, 434 and provide the Prospectus shall not be "materially different" (as Underwriters with copies of such term is used in Rule 434) from the Prospectus included in the Registration Statement at the time it became effectivefilings prior to their use. The Company will notify you immediately (and, if requested by the Lead Managersyou, will confirm such notice in writing) (i) when the Registration Statement and any amendments thereto become effective, (ii) 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 Company's intention to file or prepare any supplement amendments to the Registration Statement (including pursuant to rule 462(b)), the Term Sheet or any supplement, revision or amendment to the Registration Statement or the Prospectus, (iv) of the mailing or the delivery to the Commission for filing of any amendment of or supplement to the Registration Statement or the Prospectus, including but not limited to Rule 462(b) under the Securities Act, (v) 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 proceedings therefor, it being understood that the Company shall make every reasonable effort to avoid the issuance of any such stop order, (viv) of the receipt of any comments from the Commission, and (viivi) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Shares for sale in any jurisdiction or the initiation or threatening of any proceeding for that purpose. If the Commission shall propose or enter a stop order at any time, the Company will make every reasonable effort to prevent the issuance of any such stop order and, if 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 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 or, file any document under the Exchange Act if such document would be deemed to be incorporated by reference into the Prospectus to which the Lead Managers you shall reasonably object in writing after being timely furnished in advance a copy thereof. The Company will provide the Lead Managers with copies of all such amendments, filings and other documents a sufficient time prior to any filing or other publication thereof to permit the Lead Managers a reasonable opportunity to review and comment thereon. (iib) The Company shall comply with the Securities Act and the Exchange Act to permit completion of the distribution as contemplated in this Agreement, the Registration Statement and the Prospectus. If at any time when a prospectus relating to the Shares is required to be delivered under the Securities Act or the Exchange Act in connection with the sales of Shares, 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 existing at the time of delivery to the purchaser, not misleading, or if to comply with the Securities Act, the Exchange Act or the Rules and Regulations it shall be necessary at any time to amend or supplement the Prospectus or Registration StatementStatement to comply with the Securities Act or the Rules and 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, subject to the second paragraph of Section 4(a)(i5(A)(a) hereof, an appropriate amendment or supplement (in form and substance satisfactory to the Lead Managersyou) which will correct such statement or omission or which will effect such compliance and will use its best efforts to have any amendment to the Registration Statement declared effective as soon as possible. (iiic) The Company will promptly deliver to each of you the Representatives and Underwriters' Counsel a signed or conformed copy of the Registration Statement, as initially filed and all amendments thereto, including all consents and exhibits filed therewiththerewith and all documents incorporated by reference therein and all amendments thereto, and will maintain in the Company's files manually signed copies of such documents for at least five years after the date of filing. 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, and all documents incorporated by reference in the Registration Statement and Prospectus or any amendment thereof or supplement thereto thereto, as you may reasonably request. Prior to 10:00 A.M., New York time, on the business day next succeeding the date of this Agreement and from time to time thereafter, thereafter the Company will furnish the Underwriters with copies of the Prospectus in New York City in such quantities as you may reasonably request. (ivd) The Company shall promptly deliver to each of the Underwriters and to Underwriters' Counsel copies of the Preliminary Prospectus, and the Company consents to the use and delivery of the Preliminary Prospectus by the Underwriters in accordance with Rule 430 and Section 5(b) of the Securities Act. The Company shall also furnish to each of the Underwriters copies of the final Prospectus as requested by any of the Underwriters. (ve) The Company will use its reasonable best efforts, in cooperation with the Lead Managersyou, 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, domestic or foreign, jurisdictions as the Lead Managers 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. (vif) The Company will make generally available, to the extent not available on EDGAR, to its security holders and to the Underwriters as soon as pracxxxxxlepracticable, but in any event not later than twelve eighteen months after the effective date of the Registration Statement (as defined in Rule 158(c) under the Securities Act), an earnings statement of the Company and the Subsidiaries (which need not be audited) complying with Section 11(a) of the Securities Act and the Rules rules and Regulations regulations of the Commission thereunder (including, at the option of the Company, Rule 158). (viig) During the period of 90 days from the date of the Prospectus, without the prior written consent of the Lead Managers the Company (i) will not, directly or indirectly, without your prior written consent, issue, offer, sell, offer or agree to issue, offer or sell, solicit offers to purchase, grant any call option, warrant or other right to purchase, purchase any put option or other right to sellfor the sale of, pledge, borrow or otherwise dispose of any Relevant Security, or make any announcement of short sale or maintain any of the foregoingshort position, (ii) will not establish or increase any maintain a "put equivalent position" or liquidate or decrease any "call equivalent position" (in each case within the meaning of Section 16 of Rule 16-a-1(h) under the Exchange Act and the rules and regulations promulgated thereunder) with respect to any Relevant Security), and (iii) will not otherwise enter into any swap, derivative transaction or other transaction or arrangement that transfers to another, in whole or in part, any of the economic consequence consequences of ownership of a Relevant Security, the Common Stock (whether or not any such transaction is to be settled by delivery of Relevant SecuritiesCommon Stock, other securities, cash or other consideration; ) or otherwise dispose of, any Common Stock (or any securities convertible into, exercisable for or exchangeable for Common Stock) or interest therein of the Company or of any of the Subsidiaries, and the Company will obtain an the undertaking in substantially the form of Annex III hereto of each of its officers and directors, each directors and such of the Selling Stockholders, its shareholders as have been heretofore designated by you and its stockholders listed on Schedule III II attached hereto not to engage in any of the aforementioned transactions on their own behalf, other than the Company's sale of Shares as contemplated by this Agreement hereunder and the Company's issuance of Common Stock upon (i) the conversion or exchange of convertible or exchangeable securities outstanding on the date hereof; (ii) the exercise of currently outstanding options; (iii) the exercise of currently outstanding warrants; and (iiiv) the grant and exercise of options under, or the issuance and sale of shares pursuant to, employee stock option plans in effect on the date hereof, each as described in the Registration Statement and the Prospectus. The Company will not file a registration statement under the Securities Act in connection with any transaction by the Company or any person that is prohibited pursuant to the foregoing, except for registration statements on Form S-8 relating to employee benefit plans. (viiih) During the period of five three years from the effective date of the Registration Statement, the Company will furnish to you, to the extent not available on EDGAR, you copies of all reports or other communications (financial or othxxother) xurnished furnished to security holders or from time to time published or publicly disseminated by the Companyholders, and will to deliver to you, to the extent not available on EDGAR, you (i) as soon as they are available, copies of any reports, finanxxxx statements reports and proxy or information financial statements furnished to or filed with the Commission or any national securities exchange on which any class of securities of the Company is listed; and (ii) such additional information concerning the business and financial condition of the Company as you may from time to time reasonably request (such financial information statements to be on a consolidated basis to the extent 18 the accounts of the Company and the Subsidiaries are consolidated in reports furnished to its security holders generally or to the Commission). (ixi) The Company will apply the net proceeds it receives from the sale of the Shares as set forth under the caption "Use of Proceeds" in the Prospectus. (xj) The Company will use its reasonable best efforts to list the Shares for quotation on the Nasdaq and maintain the listing of the Shares on the NasdaqAmerican Stock Exchange. (xik) The Company, during the period when the Prospectus is required to be delivered under the Securities Act or the Exchange Act, will file all documents required to be filed with the Commission pursuant to Section 13, 14 or 15 of the Securities Act, Exchange Act within the time periods required by the Exchange Act and the Rules rules and Regulations within the time periods required therebyregulations thereunder. (xii) The Company will use its best efforts to do and perform all things required to be done or performed under this Agreement by the Company prior to the Closing Date or the Additional Date, as the case may be, and to satisfy all conditions precedent to the delivery of the Firm Shares and the Additional Shares. (xiii) The Company will not take, and will cause its affiliates that it controls (within the meaning of Rule 144 under the Securities Act) not to take, directly or indirectly, any action which constitutes or is designed to cause or result in, or which could reasonably be expected to constitute, cause or result in, the stabilization or manipulation of the price of any security to facilitate the sale or resale of the Shares. (xiv) The Company will take such steps as shall be necessary to ensure that neither the Company nor any of its Subsidiaries becomes an "investment company" as defined, and subject to regulation, under the Investment Company Act. (b) B. Each Selling Stockholder covenants and agrees with each Underwriter: (ia) To deliver to the Representatives prior to the Closing Date, a properly completed and executed United States Treasury Department Form W-8 (if the Selling Stockholder is a non-United States Person) or Form W-9 (if the Selling Stockholder is a United States Person), which in each case may be replaced by any other applicable form or statement specified by Treasury Department regulations in lieu thereof;. (iib) To notify promptly the Company and the Representatives ifIf, at any time prior to the date on which the distribution of the Shares as contemplated herein and in the Prospectus has been completed, as determined by the Representatives, such Selling Stockholder has knowledge of the occurrence of any event as a result of which the Prospectus or the Registration Statement, in each case 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 light of the circumstances under which they were made, not misleading;, such Selling Stockholder will promptly notify the Company and the Representatives. (iiic) To cooperate to the extent necessary to cause the Registration Statement or any post-effective amendment thereto to become effective at the earliest possible time and to do and perform all things to be done and performed under this Agreement prior to the Closing Date and to satisfy all conditions precedent to the delivery of the Shares pursuant to this Agreement;. (ivd) To pay Pay or to cause to be paid all transfer taxes, stamp duties and other similar taxes with respect to the Additional Shares, if any, to be sold by such Selling Stockholder; and. (ve) To deliver to the Lead Managers Bear, Xxxxxxx & Co. Inc. on or prior to the date of this Agreement each lock-up agreement referenced in Section 6(j7(k) hereof.

Covenants of the Company; Covenants of the Selling Stockholders. (a) A. The Company covenants and agrees with each of the Underwriters that: (ia) The Registration Statement and any amendments thereto have been declared become effective, 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) within the prescribed time period and will provide evidence reasonably satisfactory to the Lead Managers Representative of such timely filing. If the Company elects to rely on Rule 434, the Company will prepare and file a term sheet Term Sheet that complies with the requirements of Rule 434, 434 and provide the Prospectus shall not be "materially different" (as Underwriters with copies of such term is used in Rule 434) from the Prospectus included in the Registration Statement at the time it became effectivefilings prior to their use. The Company will notify you the Representative immediately (and, if requested by the Lead ManagersRepresentative, will confirm such notice in writing) (i) when the Registration Statement and any amendments thereto become effective, (ii) 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 Company's intention to file or prepare any supplement amendments to the Registration Statement (including pursuant to rule 462(b)), the Term Sheet or any supplement, revision or amendment to the Registration Statement or the Prospectus, (iv) of the mailing or the delivery to the Commission for filing of any amendment of or supplement to the Registration Statement or the Prospectus, including but not limited to Rule 462(b) under the Securities Act, (v) 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 proceedings therefor, it being understood that the Company shall make every use reasonable effort best efforts to avoid the issuance of any such stop order, (viv) of the receipt of any comments from the Commission, and (viivi) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Shares for sale in any jurisdiction or the initiation or threatening of any proceeding for that purpose. If the Commission shall propose or enter a stop order at any time, the Company will shall make every reasonable effort to prevent the issuance of any such stop order and, if 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 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, or file any document under the Exchange Act if such document would be deemed to be incorporated by reference into the Prospectus Prospectus, to which the Lead Managers Representative shall object in writing after being timely furnished in advance a copy thereof. The Company will provide the Lead Managers with copies of all such amendments, filings and other documents a sufficient time prior to any filing or other publication thereof to permit the Lead Managers a reasonable opportunity to review and comment thereon. (iib) The Company shall comply with the Securities Act and the Exchange Act to permit completion of the distribution as contemplated in this Agreement, the Registration Statement and the Prospectus. If at any time when a prospectus relating to the Shares is required to be delivered under the Securities Act or the Exchange Act in connection with the sales of Shares, 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 existing at the time of delivery to the purchaser, not misleading, or if to comply with the Securities Act, the Exchange Act or the Rules and Regulations it shall be necessary at any time to amend or supplement the Prospectus or Registration StatementStatement to comply with the Securities Act or the Rules and 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 the Representative promptly and prepare and file with the Commission, subject to the second paragraph of Section 4(a)(i5(A)(a) hereof, an appropriate amendment or supplement (in form and substance reasonably satisfactory to the Lead ManagersRepresentative) which will correct such statement or omission or which will effect such compliance and will use its best efforts to have any amendment to the Registration Statement declared effective as soon as possible. (iiic) The Company will promptly deliver to each of you the Underwriters and Underwriters' Counsel a signed or conformed copy of the Registration Statement, as initially filed and all amendments thereto, including all consents and exhibits filed therewiththerewith and all documents incorporated by reference therein and all amendments thereto, and will maintain in the Company's files manually signed copies of such documents for at least five years after the date of filing. 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, and all documents incorporated by reference in the Registration Statement and Prospectus or any amendment thereof or supplement thereto thereto, as you the Representative may reasonably request. Prior to 10:00 A.M., New York time, on the business day next succeeding the date of this Agreement and from time to time thereafter, the Company will furnish the Underwriters with copies of the Prospectus in New York City at such address(es) as the Representative specifies, and in such quantities as you the Representative may reasonably request. (ivd) The Company shall promptly deliver to each of the Underwriters and to Underwriters' Counsel copies of the Preliminary Prospectus, and the Company consents to the use and delivery of the Preliminary Prospectus by the Underwriters in accordance with Rule 430 and Section 5(b) of the Securities Act. The Company shall also furnish to each of the Underwriters copies of the Final Prospectus as requested by any of the Underwriters. (ve) The Company will use its reasonable best efforts, in cooperation with the Lead ManagersRepresentative, 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, domestic or foreign, jurisdictions as the Lead Managers Representative 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. (vif) The Company will make generally available, to the extent not available on EDGAR, to its security holders and to the Underwriters as soon as pracxxxxxlepracticable, but in any event not later than twelve months after the effective date of the Registration Statement (as defined in Rule 158(c) under the Securities Act), an earnings statement of the Company and the Subsidiaries (which need not be audited) complying with Section 11(a) of the Securities Act and the Rules rules and Regulations regulations of the Commission thereunder (including, at the option of the Company, Rule 158). (viig) During the period of 90 days from the date of the Prospectus, without the prior written consent of the Lead Managers the Company (i) will not, directly or indirectly, without prior written consent of the Representative, issue, offer, sell, offer or agree to issue, offer or sell, solicit offers to purchase, grant any call option, warrant or other right to purchase, purchase any put option or other right to sellfor the sale of, pledge, borrow or otherwise dispose of any Relevant Security, or make any announcement of short sale or maintain any of the foregoingshort position, (ii) will not establish or increase any maintain a "put equivalent position" or liquidate or decrease any "call equivalent position" (in each case within the meaning of Section 16 of Rule 16-a-1(h) under the Exchange Act and the rules and regulations promulgated thereunder) with respect to any Relevant SecurityAct), and (iii) will not otherwise enter into any swap, derivative transaction or other transaction or arrangement that transfers to another, in whole or in part, any of the economic consequence consequences of ownership of a Relevant Security, the Common Stock (whether or not any such transaction is to be settled by delivery of Relevant SecuritiesCommon Stock, other securities, cash or other consideration; ) or otherwise dispose of, any Common Stock (or any securities convertible into, exercisable for or exchangeable for Common Stock) or interest therein of the Company or of any of the Subsidiaries, and, other than for the Registration Statement, the Company will not file a registration statement under the Securities Act in connection with any of the foregoing by the Company or for any shareholder, except for registration statements on Form S-8 relating to employee benefit plans or Form S-4 relating to corporate reorganizations or other transactions under Rule 145, and the Company will obtain an the undertaking in substantially the form of Annex III hereto of each of its officers and directors, and each of the Selling Stockholders, and its stockholders listed on Schedule III attached hereto Stockholders not to engage in any of the aforementioned transactions on their own behalfbehalf for a period of ninety [90] days, other than the Company's and the Selling Stockholders' sale of Shares as contemplated by this Agreement hereunder and the Company's issuance of (a) Common Stock upon (i) the conversion or exchange of convertible or exchangeable securities outstanding on the date hereof; (ii) the exercise of currently outstanding warrantsoptions; and (iiiii) the grant and exercise of options under, or the issuance and sale of shares pursuant to, employee stock option and equivalent employee benefit plans in effect on the date hereof, each as described in ; and (iv) the Registration Statement and issuance of Common Stock to the Prospectus. The Company will not file a registration statement under the Securities Act in connection with any transaction by the Company or any person that is prohibited shareholders of Toymax pursuant to the foregoingMerger Agreement dated February 10, except for registration statements on Form S-8 relating to employee benefit plans2002, among the Company, its wholly-owned subsidiary and Toymax. (viiih) During the period of five years from the effective date of the Registration Statement, the Company will furnish to you, to the extent not available on EDGAR, Representative copies of all reports or other communications (financial or othxxother) xurnished furnished to security holders or from time to time published or publicly disseminated by the Companyholders, and will deliver to you, the Representative (i) to the extent not available on EDGARpublicly filed with the Commission, (i) as soon as they are available, copies of any reports, finanxxxx statements reports and proxy or information financial statements furnished to or filed with the Commission or any national securities exchange on which any class of securities of the Company is listed; and (ii) such additional information concerning the business and financial condition of the Company as you the Representative may from time to time reasonably request (such financial information statements to be on a consolidated basis to the extent the accounts of the Company and the Subsidiaries are consolidated in reports furnished to its security holders generally or to the Commission). (ixi) The Company will apply the net proceeds it receives from the sale of the Shares as set forth under the caption "Use of Proceeds" in the Prospectus. (xj) The Company will use its reasonable best efforts to list the Shares for quotation on the Nasdaq and maintain the listing of the Shares on the NasdaqNASDAQ. (xik) The Company, during the period when the Prospectus is required to be delivered under the Securities Act or the Exchange Act, will file all documents required to be filed with the Commission pursuant to Section 13, 14 or 15 of the Securities Act, Exchange Act within the time periods required by the Exchange Act and the Rules rules and Regulations within the time periods required therebyregulations thereunder. (xii) The Company will use its best efforts to do and perform all things required to be done or performed under this Agreement by the Company prior to the Closing Date or the Additional Date, as the case may be, and to satisfy all conditions precedent to the delivery of the Firm Shares and the Additional Shares. (xiii) The Company will not take, and will cause its affiliates that it controls (within the meaning of Rule 144 under the Securities Act) not to take, directly or indirectly, any action which constitutes or is designed to cause or result in, or which could reasonably be expected to constitute, cause or result in, the stabilization or manipulation of the price of any security to facilitate the sale or resale of the Shares. (xiv) The Company will take such steps as shall be necessary to ensure that neither the Company nor any of its Subsidiaries becomes an "investment company" as defined, and subject to regulation, under the Investment Company Act. (b) B. Each Selling Stockholder Stockholder, severally and not jointly, covenants and agrees with each Underwriter: (ia) To deliver to the Representatives Representative prior to the Closing Date, a properly completed and executed United States Treasury Department Form W-8 (if the Selling Stockholder is a non-United States Person) or Form W-9 (if the Selling Stockholder is a United States Person), which in each case may be replaced by any other applicable form or statement specified by Treasury Department regulations in lieu thereof; (iib) To notify promptly the Company and the Representatives ifIf, at any time prior to the date on which the distribution of the Shares as contemplated herein and in the Prospectus has been completed, as determined by the RepresentativesRepresentative, such Selling Stockholder has knowledge of the occurrence of any event as a result of which the Prospectus or the Registration Statement, in each case 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 light of the circumstances under which they were made, not misleading;, such Selling Stockholder will promptly notify the Company and the Representative. (iiic) To cooperate to the extent reasonably necessary to cause the Registration Statement or any post-effective amendment thereto to become effective at the earliest possible time and to do and perform all things to be done and performed under this Agreement prior to the Closing Date under this Agreement and to satisfy all conditions precedent to the delivery of the Shares pursuant to this Agreement;. (ivd) To pay or to cause to be paid all transfer taxes, stamp duties and other similar taxes with respect to the Shares, if any, Shares to be sold by such Selling Stockholder; and. (ve) To deliver to the Lead Managers Representative on or prior to the date of this Agreement each such Selling Stockholders' lock-up agreement referenced in Section 6(j7(h) hereof.

Covenants of the Company; Covenants of the Selling Stockholders. (a) The Company covenants and agrees with the Underwriters that: (i) The Registration Statement and any amendments thereto have been declared effective, and if If Rule 430A is used or the filing of the Prospectus or any amendment or supplement thereto is otherwise required under Rule 424(b) or Rule 434), the Company will file the Prospectus or any amendment or supplement thereto (properly completed if Rule 430A has been used) pursuant to Rule 424(b) within the prescribed time period and will provide evidence satisfactory to the Lead Managers you of such timely filing. If the Company elects to rely on Rule 434, the Company will prepare and file a term sheet that complies with the requirements of Rule 434, and the Prospectus shall not be "materially different" (as such term is used in Rule 434) from the Prospectus included in the Registration Statement at the time it became effective. The Company will notify you immediately as promptly as possible (and, if requested by the Lead Managersyou, will confirm such notice in writing) (i) when any amendments to the Registration Statement and any amendments thereto become effective, (ii) 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 Company's intention to file or prepare any supplement or amendment to the Registration Statement or the Prospectus, (iv) of the mailing or the delivery to the Commission for filing of any amendment of or supplement to the Registration Statement or the Prospectus, including but not limited to Rule 462(b) under the Securities Act, (v) 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 proceedings therefor, it being understood that the Company shall make every reasonable effort to avoid the issuance of any such stop order, (viv) of the receipt of any comments from the Commission, and (viivi) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Shares for sale in any jurisdiction or the initiation or threatening of any proceeding for that purpose. If the Commission shall propose or enter a stop order at any time, the Company will make every reasonable effort to prevent the issuance of any such stop order and, if 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 Rule 434) that differs from the prospectus on file at the time of the effectiveness of the Registration Statement or file any document under the Exchange Act before termination of the Offering if such document would be deemed to be incorporated by reference into the Prospectus to which the Lead Managers you shall object in writing after being timely furnished in advance a copy thereof. The Company will provide the Lead Managers with copies of all such amendments, filings and other documents a sufficient time prior to any filing or other publication thereof to permit the Lead Managers a reasonable opportunity to review and comment thereon. (ii) The Company shall comply with the Securities Act and the Exchange Act to permit completion of the distribution as contemplated in this Agreement, the Registration Statement and the Prospectus. If at any time when a prospectus relating to the Shares is required to be delivered under the Securities Act or the Exchange Act in connection with the sales of Shares, 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 existing at the time of delivery to the purchaser, not misleading, or if to comply with the Securities Act, the Exchange Act or the Rules and Regulations it shall be necessary at any time to amend or supplement the Prospectus or Registration Statement, Statement to comply with the Securities Act or the Rules and Regulations or to file any document under the Exchange Act which would be deemed incorporated by reference in Prospectus to comply with the Registration Statement Securities Act, the Exchange Act or the Prospectus or in any amendment thereof or supplement theretoRules and Regulations, the Company will notify you promptly and prepare and file with the Commission, subject to the second paragraph of Section 4(a)(i5(a) hereof, an appropriate amendment or supplement (in form and substance satisfactory to the Lead Managersyou) which will correct such statement or omission or which will effect such compliance and will use its best efforts to have any amendment to the Registration Statement declared effective as soon as possible. (iii) The Company will promptly deliver to each of you and Underwriters' Counsel a signed or conformed copy of the Registration Statement, as initially filed filed, and all amendments thereto, including all consents and exhibits filed therewith, and will maintain in the Company's files manually signed copies of such documents for at least five years after the date of filing. 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, and all documents incorporated by reference in the Registration Statement and Prospectus or any amendment thereof or supplement thereto therein, as you may reasonably request. Prior to 10:00 A.M., New York time, on the business day next succeeding the date of this Agreement and from time to time thereafter, the Company will furnish the Underwriters with copies of the Prospectus in New York City in such quantities as you may reasonably request. (iv) The Company consents to the use and delivery of the Preliminary Prospectus by the Underwriters in accordance with Rule 430 and Section 5(b) of the Securities Act. (v) The Company will use its reasonable best efforts, in cooperation with the Lead Managers, at or prior to the time of effectiveness of the Registration Statementyou, to qualify the Shares for offering and sale under the securities laws relating to the offering or sale of the Shares of such jurisdictions, domestic or foreign, jurisdictions as the Lead Managers 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. (vi) The Company will make generally available, to the extent not available on EDGAR, to its security holders and to the Underwriters as soon as pracxxxxxlepracticable, but in any event not later than twelve eighteen months after the effective date of the Registration Statement (as defined in Rule 158(c) under the Securities Act), an earnings statement of the Company and the Subsidiaries (which need not be audited) complying with Section 11(a) of the Securities Act and the Rules and Regulations (including, at the option of the Company, Rule 158). (vii) During the period of 90 days from the date of the Prospectus, without the prior written consent of the Lead Managers the Company (i) will not, directly or indirectly, without the prior written consent of Bear, Xxxxxxx & Co. Inc., issue, offer, sell, offer or agree to issue, offer or sell, solicit offers to purchase, grant any call option, warrant or other right to purchasepurchase or otherwise sell or dispose of (or announce any offer of sale, purchase contract of sale, sale, grant of any put option option, warrant or other right to sellpurchase or other sale or disposition of), pledge, borrow or otherwise dispose of any Relevant Security, or make any announcement of short sale or maintain any of the foregoingshort position, (ii) will not establish or increase any "put equivalent position" or liquidate or decrease any "call equivalent position" (in each case within the meaning of Section 16 of under the Exchange Act Act, and the rules and regulations promulgated thereunder) with respect to any Relevant Security), and (iii) will not otherwise enter into any swap, derivative transaction or other transaction or arrangement that transfers to another, in whole or in part, any of the economic consequence consequences of ownership of a Relevant Security, the Common Stock (whether or not any such transaction is to be settled by delivery of Relevant SecuritiesCommon Stock, other securities, cash or other consideration; and ) or otherwise dispose of, any Common Stock or any other equity security of the Company will obtain an undertaking in substantially the form of Annex III hereto of each or any of its officers and directorsSubsidiaries (or any securities convertible into, each exercisable for or exchangeable for Common Stock or other such equity security) or interest therein of the Selling Stockholders, and its stockholders listed on Schedule III attached hereto not to engage in Company or of any of the aforementioned transactions on their own behalfSubsidiaries, other than the sale by the Company of Shares as contemplated by this Agreement hereunder and the Company's issuance of Common Stock upon (i) the conversion or exchange of convertible or exchangeable securities outstanding on the date hereof; (ii) the exercise of currently outstanding warrantsoptions; and (iiiii) the grant and exercise of options under, or the issuance and sale of shares pursuant to, employee stock option plans in effect on the date hereof, each as described in the Registration Statement and the Prospectus. The Company will not file a registration statement under the Securities Act in connection with any transaction by the Company or any person that is prohibited pursuant to the foregoing, except for registration statements on Form S-8 relating to employee benefit plans. (viii) During the period of five three years from the effective date of the Registration Statement, the Company will furnish to you, to the extent not available on EDGAR, you copies of (i) all reports or other communications (financial or othxxother) xurnished furnished to security holders or from time to time published or publicly disseminated by the Company, holders; and will deliver to you, to the extent not available on EDGAR, (iii) as soon as they are available, copies of any reports, finanxxxx financial statements and proxy or information statements furnished to or filed with the Commission or any national securities exchange on which any class of securities of the Company is listed; and (ii) such additional information concerning the business and financial condition of the Company as you may from time to time reasonably request (such financial information to be on a consolidated basis to the extent the accounts of the Company and the Subsidiaries are consolidated in reports furnished to its security holders generally or to the Commission). (ix) The Company will apply the net proceeds it receives from the sale of the Shares as set forth under the caption "Use of Proceeds" in the Prospectus. (x) The Company will use its reasonable best efforts to list the Shares for quotation on the Nasdaq and maintain the listing of the Shares on the NasdaqThe Nasdaq National Market. (xi) The Company, during the period when the Prospectus is required to be delivered under the Securities Act or the Exchange Act, will file all documents required to be filed with the Commission pursuant to Section 13, 14 or 15 of the Securities Act, Exchange Act within the time periods required by the Exchange Act and the Rules rules and Regulations within the time periods required therebyregulations thereunder. (xii) The Company will use its best efforts to do and perform all things required to be done or performed under this Agreement by the Company prior to the Closing Date or the Additional Date, as the case may be, and to satisfy all conditions precedent to the delivery of the Firm Shares and the Additional Shares. (xiii) The Company will not take, and will cause its affiliates that it controls (within the meaning of Rule 144 under the Securities Act) not to take, directly or indirectly, any action which constitutes or is designed to cause or result in, or which could reasonably be expected to constitute, cause or result in, the stabilization or manipulation of the price of any security to facilitate the sale or resale of the Shares. (xiv) The Company will take such steps as shall be necessary to ensure that neither the Company nor any of its Subsidiaries becomes an "investment company" as defined, and subject to regulation, under the Investment Company Act. (b) Each Selling Stockholder covenants and agrees with each Underwriter: (i) To deliver to the Representatives prior to the Closing Date, a properly completed and executed United States Treasury Department Form W-8 W-8IMY, Form W-8BEN or Form W-8EXP, as applicable, together with any statements, certifications and other forms, documents and information required thereunder (if the such Selling Stockholder is a non-United States Person) or Form W-9 (if the Selling Stockholder is a United States Person), which in each case may be replaced by any other applicable form or statement specified by Treasury Department regulations in lieu thereof; (ii) To notify promptly the Company and the Representatives if, at any time prior to the date on which the distribution of the Shares as contemplated herein and in the Prospectus has been completed, as determined by the Representatives, such Selling Stockholder has knowledge of the occurrence of any event as a result of which the Prospectus or the Registration Statement, in each case 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 light of the circumstances under which they were made, not misleading; (iii) To cooperate to the extent necessary to cause the Registration Statement or any post-effective amendment thereto to become effective at the earliest possible time be done and to do and perform performed all things to be done and performed under this Agreement prior to the Closing Date and the Additional Closing Date, if any, and to satisfy all conditions precedent to the delivery of the Shares pursuant to this Agreement; (iv) To pay or to cause to be paid all transfer taxes, stamp duties and other similar taxes with respect to the Shares, if any, to be sold by such Selling Stockholder; and (v) To If applicable, to deliver to the Lead Managers Bear, Xxxxxxx & Co. Inc. on or prior to the date of this Agreement each the lock-up agreement referenced in Section 6(j7(i) hereof.

Covenants of the Company; Covenants of the Selling Stockholders. (a) The Company covenants and agrees with the Underwriters that: (i) The Registration Statement and any amendments thereto have been declared effective, 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) within the prescribed time period and will provide evidence satisfactory to the Lead Managers Manager of such timely filing. If the Company elects to rely on Rule 434, the Company will prepare and file a term sheet that complies with the requirements of Rule 434, and the Prospectus shall not be "“materially different" ” (as such term is used in Rule 434) from the Prospectus included in the Registration Statement at the time it became effective. The Company will notify you the Lead Manager immediately (and, if requested by the Lead ManagersManager, will confirm such notice in writing) (i) when the Registration Statement, the ADS Registration Statement and any amendments thereto become effective, (ii) of any request by the Commission for any amendment of or supplement to the Registration Statement or the Prospectus or the ADS Registration Statement or for any additional information, (iii) of the Company's ’s intention to file or prepare any supplement or amendment to the Registration Statement or the ProspectusProspectus or the ADS Registration Statement, (iv) of the mailing or the delivery to the Commission for filing of any amendment of or supplement to the Registration Statement or the ProspectusProspectus or the ADS Registration Statement, including but not limited to Rule 462(b) under the Securities Act, (v) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement, the ADS Registration Statement or any post-effective amendment amendments thereto or of the initiation, or the threatening, of any proceedings therefor, it being understood that the Company shall make every reasonable effort to avoid the issuance of any such stop order, (vi) of the receipt of any comments from the Commission, and (vii) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Shares or ADSs for sale in any jurisdiction or the initiation or threatening of any proceeding for that purpose. If the Commission shall propose or enter a stop order at any time, the Company will make every reasonable effort to prevent the issuance of any such stop order and, if issued, to obtain the lifting of such order as soon as possible. The Company will not file any amendment to the Registration Statement or the ADS 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 or file any document under the Exchange Act if such document would be deemed to be incorporated by reference into the Prospectus to which the Lead Managers Manager shall object in writing after being timely furnished in advance a copy thereof. The Company will provide the Lead Managers Manager with copies of all such amendments, filings and other documents a sufficient time prior to any filing or other publication thereof to permit the Lead Managers Manager a reasonable opportunity to review and comment thereon. (ii) The Company shall comply with the Securities Act and the Exchange Act to permit completion of the distribution as contemplated in this Agreement, the Deposit Agreement, the Registration Statement, the ADS Registration Statement and the Prospectus. If at any time when a prospectus relating to the Shares is required to be delivered under the Securities Act or the Exchange Act in connection with the sales of Shares, 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 existing at the time of delivery to the purchaser, not misleading, or if to comply with the Securities Act, the Exchange Act or the Rules and Regulations it shall be necessary at any time to amend or supplement the Prospectus or Registration Statement, or to file 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 the Lead Manager promptly and prepare and file with the Commission, subject to Section 4(a)(i5(a)(i) hereof, an appropriate amendment or supplement (in form and substance satisfactory to the Lead ManagersManager) which will correct such statement or omission or which will effect such compliance and will use its best efforts to have any amendment to the Registration Statement declared effective as soon as possible. (iii) The Company will promptly deliver to each of you the Lead Manager and Xxxxx Xxxx & Xxxxxxxx (the “Underwriters' Counsel ’ U.S. Counsel”) a signed or conformed copy of each of the Registration Statement and the ADS Registration Statement, as initially filed and all amendments thereto, including all consents and exhibits filed therewith, and will maintain in the Company's ’s files manually signed copies of such documents for at least five years after the date of filing. The Company will promptly deliver to each of the Underwriters such number of copies of any Preliminary Prospectus, the Prospectus, the Registration Statement, the ADS Registration Statement, and all amendments of and supplements to such documents, if any, and all documents incorporated by reference in the Registration Statement and Prospectus or any amendment thereof or supplement thereto as you may reasonably request. Prior to 10:00 A.M., New York time, on the business day next succeeding the date of this Agreement and from time to time thereafter, the Company will furnish the Underwriters with copies of the Prospectus in New York City in such quantities as you may reasonably request. (iv) The Company consents to the use and delivery of the Preliminary Prospectus by the Underwriters in accordance with Rule 430 and Section 5(b) of the Securities Act. (v) The Company will use its reasonable best efforts, in cooperation with the Lead ManagersManager, at or prior to the time of effectiveness of the Registration Statement, to qualify the Shares and the corresponding ADSs for offering and sale under the securities laws relating to the offering or sale of the Shares and the corresponding ADSs of such jurisdictions, domestic or foreign, as the Lead Managers Manager 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. (vi) The Company will make generally available, to the extent not available on EDGAR, to its security holders and to the Underwriters as soon as pracxxxxxlepracticable, but in any event not later than twelve months after the effective date of the Registration Statement (as defined in Rule 158(c) under the Securities Act), an earnings statement of the Company and the Subsidiaries subsidiaries (which need not be audited) complying with Section 11(a) of the Securities Act and the Rules and Regulations (including, at the option of the Company, Rule 158). (vii) During the period of 90 180 days from the date of the Prospectus, without the prior written consent of the Lead Managers Manager the Company (iA) will not, directly or indirectly, issue, offer, sell, agree to issue, offer or sell, solicit offers to purchase, grant any call option, warrant or other right to purchase, purchase any put option or other right to sell, pledge, borrow or otherwise dispose of any Relevant Security, or make any announcement of any of the foregoing, (iiB) will not establish or increase any "“put equivalent position" ” or liquidate or decrease any "“call equivalent position" ” (in each case within the meaning of Section 16 of the Exchange Act and the rules and regulations promulgated thereunder) with respect to any Relevant Security, and (iiiC) will not otherwise enter into any swap, derivative or other transaction or arrangement that transfers to another, in whole or in part, any economic consequence of ownership of a Relevant Security, whether or not such transaction is to be settled by delivery of Relevant Securities, other securities, cash or other consideration; and the Company will obtain an undertaking in substantially the form of Annex III VII hereto of each of its officers and directors, each of the Selling Stockholders, Stockholders and its stockholders listed on Schedule III attached hereto not to engage in any of the aforementioned transactions on their own behalf, other than the sale by the Company and the Selling Stockholders of Shares as contemplated by this Agreement and the Company's ’s issuance of Common Stock upon (i1) the conversion or exchange of convertible or exchangeable securities outstanding on the date hereof; (2) the exercise of currently outstanding warrantsoptions; and (ii3) the grant and exercise of options under, or the issuance and sale of shares pursuant to, employee stock option plans in effect on the date hereof, each as described in the Registration Statement and the Prospectus; and (4) in connection with acquisitions made by the Company, provided that no more than 10% of the number of shares of Common Stock then outstanding are issued in connection with such acquisitions and provided, further, that the recipients receiving Common Stock in connection with such acquisitions agree in writing with the Underwriters to the restrictions of this Section 5(a)(vii). The Company will not file a registration statement under the Securities Act in connection with any transaction by the Company or any person that is prohibited pursuant to the foregoing, except for registration statements statement on Form S-8 relating to employee benefit stock option plans, without the prior written consent of the Lead Manager. Notwithstanding the foregoing, if (1) during the last 17 days of the 180-day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs or (2) prior to the expiration of the 180-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 180-day period, the restrictions imposed by this subsection shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. (viii) During the period of five years from the effective date of the Registration Statement, the Company will furnish to you, to the extent not available on EDGAR, Lead Manager copies of all reports or other communications (financial or othxxother) xurnished furnished to security holders or from time to time published or publicly disseminated by the Company, and will deliver to youthe Lead Manager, except to the extent not available on EDGARthat such information is otherwise publicly available, (i) as soon as they are available, copies of any reports, finanxxxx financial statements and proxy or information statements furnished to or filed with the Commission or any national securities exchange on which any class of securities of the Company is listed; and (ii) such additional information concerning the business and financial condition of the Company as you the Lead Manager may from time to time reasonably request (such financial information to be on a consolidated basis to the extent the accounts of the Company and the Subsidiaries its subsidiaries are consolidated in reports furnished to its security holders generally or to the Commission). (ix) The Company will apply the net proceeds from the sale of the Shares as set forth under the caption "“Use of Proceeds" ” in the Prospectus. (x) The Company will use its reasonable best efforts to list the Shares ADSs for quotation on the Nasdaq NASDAQ and maintain the listing of the Shares ADSs on the NasdaqNASDAQ. (xi) The Company, during the period when the Prospectus is required to be delivered under the Securities Act or the Exchange Act, will file all documents required to be filed with the Commission pursuant to the Securities Act, the Exchange Act and the Rules and Regulations within the time periods required thereby. (xii) The Company will use its best efforts to do and perform all things required to be done or performed under this Agreement by the Company prior to the Closing Date or the Additional Closing Date, as the case may be, and to satisfy all conditions precedent to the delivery of the Firm Shares and the Additional Shares. (xiii) The Company will not take, and will cause its affiliates that it controls (within the meaning of Rule 144 under the Securities Act) not to take, directly or indirectly, any action which constitutes or is designed to cause or result in, or which could reasonably be expected to constitute, cause or result in, the stabilization or manipulation of the price of any security to facilitate the sale or resale of the Shares. (xiv) The Company will take such steps as shall be necessary to ensure that neither the Company nor any of its Subsidiaries becomes an "investment company" as defined, and subject to regulation, under the Investment Company ActShares or ADSs. (b) Each Selling Stockholder Stockholder, severally and not jointly, covenants and agrees with each Underwriterthe Underwriters: (i) To deliver to the Representatives Lead Manager prior to the Closing Date, a properly completed and executed United States Treasury Department Form W-8 (if the Selling Stockholder is a non-United States Person) or Form W-9 (if the Selling Stockholder is a United States Person)W-8, which in each case may be replaced by any other applicable form or statement specified by Treasury Department regulations in lieu thereof;. (ii) To notify promptly the Company and the Representatives Representative if, at any time prior to the date on which the distribution of the Shares and ADSs as contemplated herein and in the Prospectus has been completed, as determined by the RepresentativesRepresentative, such Selling Stockholder has knowledge of the occurrence of any event relating to such Selling Stockholder as a result of which the Prospectus or the Registration Statement, in each case as then amended or supplemented, would include an untrue statement of a material fact relating to such Selling Stockholder or omit to state any material fact relating to such Selling Stockholder necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. In addition, each of Xxx Xxx, Xudong He and Magic Health Limited, severally and not jointly, further covenants and agrees with the Underwriters to notify promptly the Company and the Representative if, at any time prior to the date on which the distribution of the Shares and ADSs as contemplated herein and in the Prospectus has been completed, as determined by the Representative, he or it, as applicable, has actual knowledge (without duty to conduct independent investigations) of the occurrence of any event as a result of which the Prospectus or the Registration Statement, in each case 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;. (iii) To cooperate to the extent necessary to cause the Registration Statement or any post-effective amendment thereto to become effective at the earliest possible practical time and to do and perform all things to be done and performed under this Agreement prior to the Closing Date and to satisfy all conditions precedent of such Selling Stockholder to the delivery of the Shares pursuant to this Agreement; (iv) To pay or to cause to be paid all transfer taxes, stamp duties and other similar taxes with respect to the Shares, if any, to be sold by such Selling Stockholder; andStockholder pursuant to this Agreement. (viv) To deliver to the Lead Managers Manager on or prior to the date of this Agreement each lock-up agreement referenced in Section 6(j7(l) hereof.

Covenants of the Company; Covenants of the Selling Stockholders. (a) The Company covenants and agrees with the Underwriters Underwriter that: (i) The Registration Statement and any amendments thereto have been declared effective, and if If Rule 430A is used or the filing of the Prospectus or any amendment or supplement thereto is otherwise required under Rule 424(b) or Rule 434), the Company will file the Prospectus or any amendment or supplement thereto (properly completed if Rule 430A has been used) pursuant to Rule 424(b) within the prescribed time period and will provide evidence satisfactory to the Lead Managers you of such timely filing. If the Company elects to rely on Rule 434, the Company will prepare and file a term sheet that complies with the requirements of Rule 434, and the Prospectus shall not be "materially different" (as such term is used in Rule 434) from the Prospectus included in the Registration Statement at the time it became effective. The Company will notify you immediately as promptly as possible (and, if requested by the Lead Managersyou, will confirm such notice in writing) (i) when any amendments to the Registration Statement and any amendments thereto become effective, (ii) 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 Company's ’s intention to file or prepare any supplement or amendment to the Registration Statement or the Prospectus, (iv) of the mailing or the delivery to the Commission for filing of any amendment of or supplement to the Registration Statement or the Prospectus, including but not limited to Rule 462(b) under the Securities Act, (v) 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 proceedings therefor, it being understood that the Company shall make every reasonable effort to avoid the issuance of any such stop order, (viv) of the receipt of any comments from the Commission, and (viivi) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Shares for sale in any jurisdiction or the initiation or threatening of any proceeding for that purpose. If the Commission shall propose or enter a stop order at any time, the Company will make every reasonable effort to prevent the issuance of any such stop order and, if 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 Rule 434) that differs from the prospectus on file at the time of the effectiveness of the Registration Statement or file any document under the Exchange Act before termination of the Offering if such document would be deemed to be incorporated by reference into the Prospectus to which the Lead Managers you shall object in writing after being timely furnished in advance a copy thereof. The Company will provide the Lead Managers with copies of all such amendments, filings and other documents a sufficient time prior to any filing or other publication thereof to permit the Lead Managers a reasonable opportunity to review and comment thereon. (ii) The Company shall comply with the Securities Act and the Exchange Act to permit completion of the distribution as contemplated in this Agreement, the Registration Statement and the Prospectus. If If, at any time when a prospectus relating to the Shares is required to be delivered under the Securities Act or the Exchange Act in connection with the sales of Shares, any event shall have occurred as a result of which the Prospectus as then amended or supplemented would, in the judgment of the Underwriters 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 existing at the time of delivery to the purchaser, not misleading, or if it shall be necessary at any time to amend or supplement the Prospectus or the Registration Statement to comply with the Securities Act or the Rules and Regulations or to file any document under the Exchange Act which would be deemed incorporated by reference in the Prospectus to comply with the Securities Act, the Exchange Act or the Rules and Regulations it shall be necessary at any time to amend or supplement the Prospectus or Registration Statement, or to file any document incorporated by reference in the Registration Statement or the Prospectus or in any amendment thereof or supplement theretoRegulations, the Company will notify you promptly and prepare and file with the Commission, subject to the second paragraph of Section 4(a)(i5(a)(i) hereof, an appropriate amendment or supplement (in form and substance satisfactory to the Lead Managersyou) which will correct such statement or omission or which will effect such compliance and will use its best efforts to have any amendment to the Registration Statement declared effective as soon as possible. (iii) The Company will promptly deliver to each of you and Underwriters' to Underwriter’s Counsel a signed or conformed copy of the Registration Statement, as initially filed filed, and all amendments thereto, including all consents and exhibits filed therewith, and will maintain in the Company's ’s files manually signed copies of such documents for at least five years after the date of filing. The Company will promptly deliver to each of the Underwriters you such number of copies of any Preliminary Prospectus, the Prospectus, the Registration Statement, and all amendments of and supplements to such documents, if any, and all documents incorporated by reference in the Registration Statement and Prospectus or any amendment thereof or supplement thereto therein, as you may reasonably request. Prior to 10:00 A.M., New York time, on the second business day next succeeding the date of this Agreement and from time to time thereafter, the Company will furnish the Underwriters you with copies of the Prospectus in New York City in such quantities as you may reasonably request. (iv) The Company consents to the use and delivery of the any Preliminary Prospectus by the Underwriters Underwriter in accordance with Rule 430 and Section 5(b) of the Securities Act. (v) The Company will use its reasonable best efforts, in cooperation with the Lead Managers, at or prior to the time of effectiveness of the Registration Statementyou, to qualify the Shares for offering and sale under the securities laws relating to the offering or sale of the Shares of such jurisdictions, domestic or foreign, jurisdictions as the Lead Managers 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. (vi) The Company will make generally available, to the extent not available on EDGAR, to its security holders and to the Underwriters Underwriter as soon as pracxxxxxlepracticable, but in any event not later than twelve eighteen months after the effective date of the Registration Statement (as defined in Rule 158(c) under the Securities Act), an earnings statement of the Company and the Subsidiaries (which need not be audited) complying with Section 11(a) of the Securities Act and the Rules and Regulations (including, at the option of the Company, Rule 158). (vii) During the period of 90 45 days from the date of the Prospectus, the Company will not, directly or indirectly, without the prior written consent of the Lead Managers the Company (i) will not, directly or indirectlyUnderwriter, issue, offer, sell, agree to issue, offer or agree to sell, solicit offers to purchase, grant any call option, warrant or other right to purchasepurchase or otherwise sell or dispose of (or announce any offer of sale, purchase contract of sale, sale, grant of any put option option, warrant or other right to sellpurchase or other sale or disposition of), pledge, borrow or otherwise dispose of any Relevant Security, or make any announcement of short sale or maintain any of the foregoingshort position, (ii) will not establish or increase any "“put equivalent position" ” or liquidate or decrease any "“call equivalent position" ” (in each case within the meaning of Section 16 of under the Exchange Act Act, and the rules and regulations promulgated thereunder) with respect to any Relevant Security), and (iii) will not otherwise enter into any swap, derivative transaction or other transaction or arrangement that transfers to another, in whole or in part, any of the economic consequence consequences of ownership of a Relevant Security, the Common Stock (whether or not any such transaction is to be settled by delivery of Relevant SecuritiesCommon Stock, other securities, cash or other consideration; and ) or otherwise dispose of, any Common Stock or any other equity security of the Company will obtain an undertaking in substantially the form of Annex III hereto of each or any of its officers and directorsSubsidiaries (or any securities convertible into, each exercisable for or exchangeable for Common Stock or other such equity security) or interest therein of the Selling Stockholders, and its stockholders listed on Schedule III attached hereto not to engage in Company or of any of the aforementioned transactions on their own behalfSubsidiaries, other than the sale of Shares as contemplated by this Agreement and the Company's ’s issuance of Common Stock upon (i) the conversion or exchange of convertible or exchangeable securities outstanding on the date hereof; (ii) the exercise of currently outstanding warrantsoptions; and (iiiii) the grant and exercise of options under, or the issuance and sale of shares pursuant to, employee stock option plans in effect on the date hereof, each as described in the Registration Statement and the Prospectus. The Company will not file a registration statement under the Securities Act in connection with any transaction by the Company or any person that is prohibited pursuant to the foregoing, except for registration statements on Form S-8 relating to employee benefit plans. (viii) During the period of five three years from the effective date of the Registration Statement, the Company will furnish to you, to the extent not available on EDGAR, you copies of (i) all reports or other communications (financial or othxxother) xurnished furnished to security holders or from time to time published or publicly disseminated by the Company, holders; and will deliver to you, to the extent not available on EDGAR, (iii) as soon as they are available, copies of any reports, finanxxxx financial statements and proxy or information statements furnished to or filed with the Commission or any national securities exchange on which any class of securities of the Company is listed; and (ii) such additional information concerning the business and financial condition of the Company as you may from time to time reasonably request (such financial information to be on a consolidated basis to the extent the accounts of the Company and the Subsidiaries are consolidated in reports furnished to its security holders generally or to the Commission). (ix) The Company will apply the net proceeds from the sale of use its best efforts to list for quotation the Shares as set forth under the caption "Use of Proceeds" in the Prospectuson The Nasdaq National Market. (x) The Company will use its reasonable efforts to list the Shares for quotation on the Nasdaq and maintain the listing of the Shares on the Nasdaq. (xi) The Company, during the period when the Prospectus is required to be delivered under the Securities Act or the Exchange Act, will file all documents required to be filed with the Commission pursuant to Section 13, 14 or 15 of the Securities Act, Exchange Act within the time periods required by the Exchange Act and the Rules rules and Regulations within the time periods required therebyregulations thereunder. (xiixi) The Company will use its best efforts to do and perform all things required to be done or performed under this Agreement by the Company prior to the Closing Date or the Additional Date, as the case may be, and to satisfy all conditions precedent to the delivery of the Firm Shares and the Additional Shares. (xiii) The Company will not take, and will cause its affiliates that it controls (within the meaning of Rule 144 under the Securities Act) not to take, directly or indirectly, any action which constitutes or is designed to cause or result in, or which could reasonably be expected to constitute, cause or result in, the stabilization or manipulation of the price of any security to facilitate the sale or resale of the Shares. (xiv) The Company will take such steps as shall be necessary to ensure that neither the Company nor any of its Subsidiaries becomes an "investment company" as defined, and subject to regulation, under the Investment Company Act. (b) Each Selling Stockholder covenants and agrees with each the Underwriter: (i) To deliver to the Representatives Underwriter, prior to the Closing Date, a properly completed and executed United States Treasury Department Form W-8 W-8IMY, Form W-8BEN or Form W-8EXP, as applicable, together with any statements, certifications and other forms, documents and information required thereunder (if the such Selling Stockholder is a non-United States Person) or Form W-9 (if the Selling Stockholder is a United States Person), which in each case may be replaced by any other applicable form or statement specified by Treasury Department regulations in lieu thereof; (ii) To notify promptly the Company and the Representatives Underwriter if, at any time prior to the date on which the distribution of the Shares as contemplated herein and in the Prospectus has been completed, as determined by the RepresentativesUnderwriter, such Selling Stockholder has knowledge of the occurrence of any event as a result of which the Prospectus or the Registration Statement, in each case 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 light of the circumstances under which they were made, not misleading; (iii) To cooperate to the extent necessary to cause the Registration Statement or any post-effective amendment thereto to become effective at the earliest possible time be done and to do and perform performed all things to be done and performed under this Agreement prior to the Closing Date Date, and to satisfy all conditions precedent to the delivery of the Shares pursuant to this Agreement; (iv) To pay or to cause to be paid all transfer taxes, stamp duties and other similar taxes with respect to the Shares, if any, to be sold by such Selling Stockholder; and (v) To deliver to the Lead Managers Underwriter on or prior to the date of this Agreement each the lock-up agreement referenced in Section 6(j7(i) hereof.

Covenants of the Company; Covenants of the Selling Stockholders. (a) The Company covenants and agrees with the Underwriters that: (i) The If the Registration Statement has not yet been declared effective, the Company will use its reasonable best efforts to cause the Registration Statement and any amendments thereto have been declared effectiveto 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 Lead Managers you of such timely filing. If the Company elects to rely on Rule 434, the Company will prepare and file a term sheet that complies with the requirements of Rule 434, and the Prospectus shall not be "materially different" (as such term is used in Rule 434) from the Prospectus included in the Registration Statement at the time it became effective. The Company will notify you immediately as promptly as possible (and, if requested by the Lead Managersyou, will confirm such notice in writing) (iA) when the Registration Statement and any amendments thereto become effective, (iiB) 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 Company's intention to file or prepare any supplement or amendment to the Registration Statement or the Prospectus, (ivC) of the mailing or the delivery to the Commission for filing of any amendment of or supplement to the Registration Statement or the Prospectus, including but not limited to Rule 462(b) under the Securities Act, (vD) 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 proceedings therefor, it being understood that the Company shall make every reasonable effort to avoid the issuance of any such stop order, (viE) of the receipt of any comments from the Commission, and (viiF) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Shares for sale in any jurisdiction or the initiation or threatening of any proceeding for that purpose. If the Commission shall propose or enter a stop order at any time, the Company will make every reasonable effort to prevent the issuance of any such stop order and, if 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 Rule 434) that differs from the prospectus on file at the time of the effectiveness of the Registration Statement before or file any document under after the Exchange Act if such document would be deemed to be incorporated by reference into effective date of the Prospectus Registration Statement to which the Lead Managers you shall reasonably object in writing in a timely fashion based on the circumstances after being timely furnished in advance a copy thereof. The Company will provide the Lead Managers with copies of all such amendments, filings and other documents a sufficient time prior to any filing or other publication thereof to permit the Lead Managers a reasonable opportunity to review and comment thereon. (ii) The Company shall comply with the Securities Act and the Exchange Act to permit completion of the distribution as contemplated in this Agreement, the Registration Statement and the Prospectus. If at any time when a prospectus relating to the Shares is required to be delivered under the Securities Act or the Exchange Act in connection with the sales of Shares, 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, 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 existing at the time of delivery to the purchaserunder which they were made, not misleading, or if to comply with the Securities Act, the Exchange Act or the Rules and Regulations it shall be necessary at any time to amend or supplement the Prospectus or Registration Statement, or Statement to file any document incorporated by reference in comply with the Registration Statement Act or the Prospectus or in any amendment thereof or supplement theretoRegulations, the Company will notify you promptly and prepare and file with the Commission, subject to Section 4(a)(i) hereof, Commission an appropriate amendment or supplement (in form and substance satisfactory to the Lead Managersyou) 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. (iii) The Company will promptly deliver to each of you and Underwriters' Counsel a signed or two conformed copy copies of the Registration Statement, as initially filed including exhibits and all amendments thereto, including all consents and exhibits filed therewith, and will maintain in the Company's files manually signed copies of such documents for at least five years after the date of filing. The Company will promptly deliver to each of the Underwriters such number of copies of the preliminary prospectus dated on May 3, 1999, any Preliminary Prospectusamendment thereof, the Prospectus, the Registration Statement, and all amendments of and supplements to such documents, if any, and all documents incorporated by reference in the Registration Statement and Prospectus or any amendment thereof or supplement thereto as you may reasonably request. Prior to 10:00 A.M., New York time, on the business day next succeeding the date of this Agreement and from time to time thereafter, the Company will furnish the Underwriters with copies of the Prospectus in New York City in such quantities as you may reasonably request. (iv) The Company consents to the use and delivery of the Preliminary Prospectus by the Underwriters will endeavor in accordance with Rule 430 and Section 5(b) of the Securities Act. (v) The Company will use its reasonable effortsgood faith, in cooperation with the Lead Managersyou, 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, jurisdictions (domestic or foreign, ) as the Lead Managers 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. (viv) The Company will make generally available, to available (within the extent not available on EDGAR, meaning of Section 11(a) of the Act) to its security holders and to the Underwriters you as soon as pracxxxxxlepracticable, but in any event 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 twelve (12) consecutive months beginning after the effective date of the Registration Statement (as defined in Rule 158(c) under the Securities Act), an earnings statement of the Company and the Subsidiaries (which need not be audited) complying with Section 11(a) of the Securities Act and the Rules and Regulations (including, at the option of the Company, Rule 158)Statement. (viivi) During the period of 90 days from the date of the Prospectus, without the prior written consent of the Lead Managers the The Company (i) will not, directly or indirectly, issue, offer, sell, agree to issue, offer or sell, solicit offers to purchase, grant any call option, warrant or other right to purchase, purchase any put option or other right to sell, pledge, borrow or otherwise dispose of any Relevant Security, or make any announcement of any of the foregoing, (ii) will not establish or increase any "put equivalent position" or liquidate or decrease any "call equivalent position" (in each case within the meaning of Section 16 of the Exchange Act and the rules and regulations promulgated thereunder) with respect to any Relevant Security, and (iii) will not otherwise enter into any swap, derivative or other transaction or arrangement that transfers to another, in whole or in part, any economic consequence of ownership of a Relevant Security, whether or not such transaction is shall cause to be settled by delivery of Relevant Securitiesprepared and delivered, other securitiesat its expense, cash or other consideration; and the Company will obtain an undertaking in substantially the form of Annex III hereto of each of its officers and directors, each of the Selling Stockholders, and its stockholders listed on Schedule III attached hereto not to engage in any of the aforementioned transactions on their own behalf, other than the sale of Shares as contemplated by this Agreement and the Company's issuance of Common Stock upon within one (i1) the exercise of currently outstanding warrants; and (ii) the grant and exercise of options under, or the issuance and sale of shares pursuant to, employee stock option plans in effect on the date hereof, each as described in the Registration Statement and the Prospectus. The Company will not file a registration statement under the Securities Act in connection with any transaction by the Company or any person that is prohibited pursuant to the foregoing, except for registration statements on Form S-8 relating to employee benefit plans. (viii) During the period of five years Business Day from the effective date of the Registration Statement, the Company will furnish to youthis Agreement, to the extent not available on EDGAR, copies of all reports or other communications (financial or othxx) xurnished Underwriters an "electronic Prospectus" to security holders or from time to time published or publicly disseminated be used by the Company, and will deliver to you, to the extent not available on EDGAR, (i) as soon as they are available, copies of any reports, finanxxxx statements and proxy or information statements furnished to or filed Underwriters in connection with the Commission or any national securities exchange on which any class of securities of the Company is listed; offering and (ii) such additional information concerning the business and financial condition of the Company as you may from time to time reasonably request (such financial information to be on a consolidated basis to the extent the accounts of the Company and the Subsidiaries are consolidated in reports furnished to its security holders generally or to the Commission). (ix) The Company will apply the net proceeds from the sale of the Shares as set forth under Shares. As used herein, the caption term "Use electronic Prospectus" means a form of Proceeds" Prospectus, and any amendment or supplement thereto, that meets each of the following conditions: (A) it shall be encoded in an electronic format, satisfactory to Bear Xxxxxxx, that may be transmitted electronically by Bear Xxxxxxx and the Prospectus. (x) The Company will use its reasonable efforts other Underwriters to list offerees and purchasers of the Shares for quotation on the Nasdaq and maintain the listing of the Shares on the Nasdaq. (xi) The Company, at least during the period when the Prospectus is required to be delivered under the Securities Act or the Exchange Act; (B) it shall disclose the same information as the paper Prospectus and Prospectus filed pursuant to XXXXX, except to the extent that graphic and image material cannot be disseminated electronically, in which case such graphic and image material shall be replaced in the electronic Prospectus with a fair and accurate narrative description or tabular representation of such material, as appropriate; and (C) it shall be in or convertible into a paper format or an electronic format, satisfactory to Bear Xxxxxxx, that will allow investors to store and have continuously ready access to the Prospectus at any future time, without charge to investors (other than any fee charged for subscription to the system as a whole and for on-line time). Such electronic Prospectus may consist of a Rule 434 preliminary prospectus, together with the applicable term sheet, provided that it otherwise satisfies the format and conditions described in the immediately preceding sentence. The Company hereby confirms that it has included or will include in the Prospectus filed pursuant to XXXXX or otherwise with the Commission and in the Registration Statement at the time it was declared effective an undertaking that, upon receipt of a request by an investor or his or her representative within the period when the Prospectus is required to be delivered under the Act or the Exchange Act, will file all documents required to be filed with the Commission pursuant to the Securities Act, the Exchange Act and the Rules and Regulations within the time periods required thereby. (xii) The Company will use its best efforts to do and perform all things required to be done or performed under this Agreement by the Company prior to the Closing Date shall transmit or the Additional Date, as the case may be, and to satisfy all conditions precedent to the delivery of the Firm Shares and the Additional Shares. (xiii) The Company will not take, and will cause its affiliates that it controls (within the meaning of Rule 144 under the Securities Act) not to take, directly or indirectly, any action which constitutes or is designed to cause or result in, or which could reasonably be expected to constitute, cause or result in, the stabilization or manipulation of the price of any security to facilitate the sale or resale of the Shares. (xiv) The Company will take such steps as shall be necessary to ensure that neither the Company nor any of its Subsidiaries becomes an "investment company" as defined, and subject to regulation, under the Investment Company Act. (b) Each Selling Stockholder covenants and agrees with each Underwriter: (i) To deliver to the Representatives prior to the Closing Date, a properly completed and executed United States Treasury Department Form W-8 (if the Selling Stockholder is a non-United States Person) or Form W-9 (if the Selling Stockholder is a United States Person), which in each case may be replaced by any other applicable form or statement specified by Treasury Department regulations in lieu thereof; (ii) To notify promptly the Company and the Representatives if, at any time prior to the date on which the distribution of the Shares as contemplated herein and in the Prospectus has been completed, as determined by the Representatives, such Selling Stockholder has knowledge of the occurrence of any event as a result of which the Prospectus or the Registration Statement, in each case 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 light of the circumstances under which they were made, not misleading; (iii) To cooperate to the extent necessary to cause the Registration Statement or any post-effective amendment thereto to become effective at the earliest possible time and to do and perform all things to be done and performed under this Agreement prior to the Closing Date and to satisfy all conditions precedent to the delivery of the Shares pursuant to this Agreement; (iv) To pay or to cause to be paid all transfer taxestransmitted promptly, stamp duties and other similar taxes with respect to without charge, a paper copy of the Shares, if any, to be sold by such Selling Stockholder; and (v) To deliver to the Lead Managers on or prior to the date of this Agreement each lock-up agreement referenced in Section 6(j) hereofProspectus.

Covenants of the Company; Covenants of the Selling Stockholders. (a) A. The Company covenants and agrees with each of the Underwriters that: (ia) The Registration Statement and any amendments thereto have been declared become effective, 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) within the prescribed time period and will provide evidence satisfactory to the Lead Managers you of such timely filing. If the Company elects to rely on Rule 434, the Company will prepare and file a term sheet Term Sheet that complies with the requirements of Rule 434, 434 and provides the Prospectus shall not be "materially different" (as Underwriters with copies of such term is used in Rule 434) from the Prospectus included in the Registration Statement at the time it became effective. The Company will notify you immediately (and, if requested by the Lead Managers, will confirm such notice in writing) filings prior to their use. (i) when the Registration Statement and any amendments thereto become effective, (ii) 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 Company's intention to file or prepare any supplement amendments to the Registration Statement (including pursuant to rule 462(b)), the Term Sheet or any supplement, revision or amendment to the Registration Statement or the Prospectus, (iv) of the mailing or the delivery to the Commission for filing of any amendment of or supplement to the Registration Statement or the Prospectus, including but not limited to Rule 462(b) under the Securities Act, (v) 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 proceedings therefor, it being understood that the Company shall make every reasonable effort to avoid the issuance of any such stop order, (vi) of the receipt of any comments from the Commission, and (vii) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Shares for sale in any jurisdiction or the initiation or threatening of any proceeding for that purpose. If the Commission shall propose or enter a stop order at any time, the Company will make every reasonable effort to prevent the issuance of any such stop order and, if 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 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, or file any document under the Exchange Act if such document would be deemed to be incorporated by reference into the Prospectus Prospectus, to which the Lead Managers you shall reasonably object in writing after being timely furnished in advance a copy thereof. The Company will provide the Lead Managers with copies of all such amendments, filings and other documents a sufficient time prior to any filing or other publication thereof to permit the Lead Managers a reasonable opportunity to review and comment thereon. (iib) The Company shall comply with the Securities Act and the Exchange Act to permit completion of the distribution as contemplated in this Agreement, the Registration Statement and the Prospectus. If at any time when a prospectus relating to the Shares is required to be delivered under the Securities Act or the Exchange Act in connection with the sales of Shares, 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 existing at the time of delivery to the purchaser, not misleading, or if to comply with the Securities Act, the Exchange Act or the Rules and Regulations it shall be necessary at any time to amend or supplement the Prospectus or Registration StatementStatement to comply with the Securities Act or the Rules and 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, subject to the second paragraph of Section 4(a)(i5(A)(a) hereof, an appropriate amendment or supplement (in form and substance satisfactory to the Lead Managersyou) which will correct such statement or omission or which will effect such compliance and will use its best efforts to have any amendment to the Registration Statement declared effective as soon as possible. (iiic) The Company will promptly deliver to each of you the Underwriters and Underwriters' Counsel a signed or conformed copy of the Registration Statement, as initially filed and all amendments thereto, including all consents and exhibits filed therewiththerewith and all documents incorporated by reference therein and all amendments thereto, and will maintain in the Company's files manually signed copies of such documents for at least five years after the date of filing. 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, and all documents incorporated by reference in the Registration Statement and Prospectus or any amendment thereof or supplement thereto thereto, as you may reasonably request. Prior to 10:00 A.M., New York time, on the business day next succeeding the date of this Agreement and from time to time thereafter, the Company will furnish the Underwriters with copies of the Prospectus in New York City in such quantities as you may reasonably request. (ivd) The Company shall promptly deliver to each of the Underwriters and to Underwriters' Counsel copies of the Preliminary Prospectus, and the Company consents to the use and delivery of the Preliminary Prospectus by the Underwriters in accordance with Rule 430 and Section 5(b) of the Securities Act. The Company shall also furnish to each of the Underwriters copies of the Final Prospectus as requested by any of the Underwriters. (ve) The Company will use its reasonable best efforts, in cooperation with the Lead Managersyou, 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, domestic or foreign, jurisdictions as the Lead Managers 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. (vif) The Company will make generally available, to the extent not available on EDGAR, to its security holders and to the Underwriters as soon as pracxxxxxlepracticable, but in any event not later than twelve months after the effective date of the Registration Statement (as defined in Rule 158(c) under the Securities Act), an earnings statement of the Company and the Subsidiaries (which need not be audited) complying with Section 11(a) of the Securities Act and the Rules rules and Regulations regulations of the Commission thereunder (including, at the option of the Company, Rule 158). (viig) During the period of 90 180 days from the date of the Prospectus, without the prior written consent of the Lead Managers the Company (i) and its Subsidiaries will not, directly or indirectly, without the prior written consent of Bear, Stearns & Co. Inc. ("Bear Stearns"), issue, offer, sell, offer or agree to issuesexx, offer or sell, solicit offers to purchase, grant xxxnt any call option, warrant or other right to purchase, purchase any put option or other right to sellfor txx xxxx of, pledge, borrow or otherwise dispose of any Relevant Security, or make any announcement of short sale or maintain any of the foregoingshort position, (ii) will not establish or increase any maintain a "put equivalent position" or liquidate or decrease any "call equivalent position" (in each case within the meaning of Section 16 of Rule 16-a-1(h)under the Exchange Act and the rules and regulations promulgated thereunder) with respect to any Relevant SecurityAct), and (iii) will not otherwise enter into any swap, derivative transaction or other transaction or arrangement that transfers to another, in whole or in part, any of the economic consequence consequences of ownership of a Relevant Security, the Common Stock (whether or not any such transaction is to be settled by delivery of Relevant SecuritiesCommon Stock, other securities, cash or other consideration; ) or otherwise dispose of, any Common Stock (or any securities convertible into, exercisable for or exchangeable for Common Stock) or interest therein of the Company or of any of the Subsidiaries, or file any registration statement covering any equity securities of the Company or its Subsidiaries, and the Company will obtain an the undertaking in substantially the form of Annex III hereto of each of its officers and directors, each of the Selling Stockholders, Stockholders and such of its stockholders 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 behalfbehalf (for the period of time indicated on Schedule III hereto), other than the Company's and the Selling Stockholders' sale of Shares as contemplated by this Agreement hereunder and the Company's issuance of Common Stock upon (i) the conversion or exchange of convertible or exchangeable securities outstanding on the date hereof; (ii) the exercise of currently outstanding warrantsoptions; and (iiiii) the grant and exercise of options under, or the issuance and sale of shares pursuant to, employee stock option plans in effect on the date hereof. Notwithstanding the foregoing, each as described in the Registration Statement and the Prospectus. The Company will not may file a shelf registration statement under for the Securities Act in connection with any transaction by resale of no more than 3,714,711 shares of the Company or any person that is prohibited Company's Common Stock for the benefit certain of the Selling Stockholders pursuant to the foregoingterms of the Registration Rights Agreement dated as of February 22, except for 2002 among the Company, J.P. Morgan Partners (BHCA), L.P., Combined Specialty Insurance Companx, Xxxxxxxxional Motor Cars Group I, L.L.C. and International Motor Cars Group II, L.L.C. (the "Registration Rights Agreement"), including the limitations on underwritten offerings included therein, but, without the consent of Bear Stearns, such registration statements on Form S-8 relating statement may not be filed prior to employee benefit plansthe 46tx xxx xfter the date of the Prospectus and may not be declared effective prior to the 90th day after the date of the Prospectus. (viiih) During the period of five years from the effective date of the Registration Statement, the Company will furnish to you, to the extent not available on EDGAR, you copies of all reports or other communications (financial or othxxother) xurnished furnished to security holders or from time to time published or publicly disseminated by the Companyholders, and will deliver to you, to the extent not available on EDGAR, you (i) as soon as they are available, copies of any reports, finanxxxx statements reports and proxy or information financial statements furnished to or filed with the Commission or any national securities exchange on which any class of securities of the Company is listed; and (ii) such additional information concerning the business and financial condition of the Company as you may from time to time reasonably request (such financial information statements to be on a consolidated basis to the extent the accounts of the Company and the Subsidiaries are consolidated in reports furnished to its security holders generally or to the Commission). (ixi) The Company will apply the net proceeds it receives from the sale of the Shares as set forth under the caption "Use of Proceeds" in the Prospectus. (xj) The Company will use its reasonable best efforts to list effect the listing of the Shares for quotation on to be issued by the Nasdaq Company and to maintain the listing of the Shares on the NasdaqNew York Stock Exchange. (xik) The Company, during the period when the Prospectus is required to be delivered under the Securities Act or the Exchange Act, will file all documents required to be filed with the Commission pursuant to Section 13, 14 or 15 of the Securities Act, Exchange Act within the time periods required by the Exchange Act and the Rules rules and Regulations within the time periods required therebyregulations thereunder. (xii) The Company will use its best efforts to do and perform all things required to be done or performed under this Agreement by the Company prior to the Closing Date or the Additional Date, as the case may be, and to satisfy all conditions precedent to the delivery of the Firm Shares and the Additional Shares. (xiii) The Company will not take, and will cause its affiliates that it controls (within the meaning of Rule 144 under the Securities Act) not to take, directly or indirectly, any action which constitutes or is designed to cause or result in, or which could reasonably be expected to constitute, cause or result in, the stabilization or manipulation of the price of any security to facilitate the sale or resale of the Shares. (xiv) The Company will take such steps as shall be necessary to ensure that neither the Company nor any of its Subsidiaries becomes an "investment company" as defined, and subject to regulation, under the Investment Company Act. (b) B. Each Selling Stockholder Stockholder, severally and not jointly, covenants and agrees with each Underwriter: (ia) To deliver to the Representatives prior to the Closing Date, Date a properly completed and executed United States Treasury Department Form W-8 (if the Selling Stockholder is a non-United States Person) or Form W-9 (if the Selling Stockholder is a United States Person), which in each case may be replaced by any other applicable form or statement specified by Treasury Department regulations in lieu thereof;. (iib) To notify promptly the Company and the Representatives ifIf, at any time prior to the date on which the distribution of the Shares as contemplated herein and in the Prospectus has been completed, as determined by the Representatives, such Selling Stockholder has knowledge of the occurrence of any event as a result of which the Prospectus or the Registration Statement, in each case 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 light of the circumstances under which they were made, not misleading;, such Selling Stockholder will promptly notify the Company and the Representatives. (iiic) To cooperate to the extent necessary to cause the Registration Statement or any post-effective amendment thereto to become effective at the earliest possible time and to do and perform all things to be done and performed under this Agreement by such Selling Stockholder prior to the Closing Date and to satisfy all conditions precedent to the delivery of the Shares pursuant to this Agreement;by such Selling Stockholder. (ivd) To pay or to cause to be paid all transfer taxes, stamp duties and other similar taxes with respect to the Shares and the Additional Shares, if any, to be sold by such Selling Stockholder; andStockholder in accordance with Section 3(e) hereof. (ve) To deliver to the Lead Managers on or Bear, Stearns & Co. Inc. prior to the date of this Agreement each the lock-up agreement agrxxxxxx of such Selling Stockholder referenced in Section 6(j7(i) hereof.

Covenants of the Company; Covenants of the Selling Stockholders. (aA) The Company covenants and agrees with each of the Underwriters that: (ia) The Registration Statement and any amendments thereto have been declared become effective, 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) within the prescribed time period and will provide evidence satisfactory to the Lead Managers you of such timely filing. If the Company elects to rely on Rule 434, the Company will prepare and file a term sheet Term Sheet that complies with the requirements of Rule 434, 434 and provide the Prospectus shall not be "materially different" (as Underwriters with copies of such term is used in Rule 434) from the Prospectus included in the Registration Statement at the time it became effective. The Company will notify you immediately (and, if requested by the Lead Managers, will confirm such notice in writing) filings prior to their use. (i) when the Registration Statement and any amendments thereto become effective, (ii) 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 Company's intention to file or prepare any supplement amendments to the Registration Statement (including pursuant to rule 462(b)), the Term Sheet or any supplement, revision or amendment to the Registration Statement or the Prospectus, (iv) of the mailing or the delivery to the Commission for filing of any amendment of or supplement to the Registration Statement or the Prospectus, including but not limited to Rule 462(b) under the Securities Act, (v) 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 proceedings therefor, it being understood that the Company shall make every reasonable effort to avoid the issuance of any such stop order, (viv) of the receipt of any comments from the Commission, and (viivi) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Shares for sale in any jurisdiction or the initiation or threatening of any proceeding for that purpose. If the Commission shall propose or enter a stop order at any time, the Company will make every reasonable effort to prevent the issuance of any such stop order and, if 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 Rule 434) that differs from the prospectus on file at the time of the effectiveness of the Registration Statement or [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 the Lead Managers you shall object in writing after being timely furnished in advance a copy thereof. The Company will provide the Lead Managers with copies of all such amendments, filings and other documents a sufficient time prior to any filing or other publication thereof to permit the Lead Managers a reasonable opportunity to review and comment thereon. (iib) The Company shall comply with the Securities Act and the Exchange Act to permit completion of the distribution as contemplated in this Agreement, the Registration Statement and the Prospectus. If at any time when a prospectus relating to the Shares is required to be delivered under the Securities Act or the Exchange Act in connection with the sales of Shares, 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 existing at the time of delivery to the purchaser, not misleading, or if to comply with the Securities Act, the Exchange Act or the Rules and Regulations it shall be necessary at any time to amend or supplement the Prospectus or Registration StatementStatement to comply with the Securities Act or the Rules and 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, subject to the second paragraph of Section 4(a)(i4(a) hereof, an appropriate amendment or supplement (in form and substance satisfactory to the Lead Managersyou) which will correct such statement or omission or which will effect such compliance and will use its best efforts to have any amendment to the Registration Statement declared effective as soon as possible. (iiic) The Company will promptly deliver to each of you the Underwriters and Underwriters' Counsel a signed or conformed copy of the Registration Statement, as initially filed and all amendments thereto, including all consents and exhibits filed therewiththerewith and all documents incorporated by reference therein and all amendments thereto, and will maintain in the Company's files manually signed copies of such documents for at least five years after the date of filing. 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, and all documents incorporated by reference in the Registration Statement and Prospectus or any amendment thereof or supplement thereto thereto, as you may reasonably request. Prior to 10:00 A.M., New York City time, on the business day next succeeding the date of this Agreement and from time to time thereafter, thereafter the Company will furnish the Underwriters with copies of the Prospectus in New York City in such quantities as you may reasonably request. (ivd) The Company shall promptly deliver to each of the Underwriters and to Underwriters' Counsel copies of the Preliminary Prospectus, and the Company consents to the use and delivery of the Preliminary Prospectus by the Underwriters in accordance with Rule 430 and Section 5(b) of the Securities Act. The Company shall also furnish to each of the Underwriters copies of the Final Prospectus as requested by any of the Underwriters. (ve) The Company will use its reasonable best efforts, in cooperation with the Lead Managersyou, 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, domestic or foreign, jurisdictions as the Lead Managers 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. (vif) The Company will make generally available, to the extent not available on EDGAR, to its security holders and to the Underwriters as soon as pracxxxxxlepracticable, but in any event not later than twelve months after the effective date of the Registration Statement (as defined in Rule 158(c) under the Securities Act), an earnings statement of the Company and the Subsidiaries (which need not be audited) complying with Section 11(a) of the Securities Act and the Rules and Regulations (including, at the option of the Company, Rule 158). (viig) During the period of 90 days from the date of the Prospectus, without the prior written consent of the Lead Managers the Company (i) will not, directly or indirectly, without your prior written consent, issue, offer, sell, offer or agree to issue, offer or sell, solicit offers to purchase, grant any call option, warrant or other right to purchase, purchase any put option or other right to sellfor the sale of, pledge, borrow or otherwise dispose of any Relevant Security, or make any announcement of short sale or maintain any of the foregoingshort position, (ii) will not establish or increase any maintain a "put equivalent position" or liquidate or decrease any "call equivalent position" (in each case within the meaning of Section 16 of Rule 16-a-1(h) under the Exchange Act and the rules and regulations promulgated thereunder) with respect to any Relevant Security), and (iii) will not otherwise enter into any swap, derivative transaction or other transaction or arrangement that transfers to another, in whole or in part, any of the economic consequence consequences of ownership of a Relevant Security, the Common Stock (whether or not any such transaction is to be settled by delivery of Relevant SecuritiesCommon Stock, other securities, cash or other consideration; ) or otherwise dispose of, any Common Stock (or any securities convertible into, exercisable for or exchangeable for Common Stock) or interest therein of the Company or of any of the Subsidiaries, and the Company will obtain an the undertaking in substantially the form of Annex III hereto of each of its officers and directors, each directors and such of the Selling Stockholders, its shareholders as have been heretofore designated by you and its stockholders listed on Schedule III attached hereto not to engage in any of the aforementioned transactions on their own behalf, other than the Company's sale of Shares as contemplated by this Agreement hereunder and the Company's issuance of Common Stock upon (i) the conversion or exchange of convertible or exchangeable securities outstanding on the date hereof; (ii) the exercise of currently outstanding options; (iii) the exercise of currently outstanding warrants; and (iiiv) the grant and exercise of options under, or the issuance and sale of shares pursuant to, employee stock option plans in effect on the date hereof, each as described in the Registration Statement and the Prospectus. The Company will not file a registration statement under the Securities Act in connection with any transaction by the Company or any person that is prohibited pursuant to the foregoing, except for registration statements on Form S-8 relating to employee benefit plans. (viiih) During the period of five three years from the effective date of the Registration Statement, the Company will furnish to you, to the extent not available on EDGAR, you copies of all reports or other communications (financial or othxxother) xurnished furnished to security holders or from time to time published or publicly disseminated by the Companyholders, and will deliver to you, to the extent not available on EDGAR, you (i) as soon as they are available, copies of any reports, finanxxxx statements reports and proxy or information financial statements furnished to or filed with the Commission or any national securities exchange on which any class of securities of the Company is listed; and (ii) such additional information concerning the business and financial condition of the Company as you may from time to time reasonably request (such financial information statements to be on a consolidated basis to the extent the accounts of the Company and the Subsidiaries are consolidated in reports furnished to its security holders generally or to the Commission). (ixi) The Company will apply the net proceeds it receives from the sale of the Shares as set forth under the caption "Use of Proceeds" in the Prospectus. (xj) The Company will use its reasonable best efforts to list the Shares for quotation on the Nasdaq and maintain the listing of the Shares on the NasdaqNASDAQ. (xik) The Company, during the period when the Prospectus is required to be delivered under the Securities Act or the Exchange Act, will file all documents required to be filed with the Commission pursuant to Section 13, 14 or 15 of the Securities Act, Exchange Act within the time periods required by the Exchange Act and the Rules rules and Regulations within the time periods required therebyregulations thereunder. (xii) The Company will use its best efforts to do and perform all things required to be done or performed under this Agreement by the Company prior to the Closing Date or the Additional Date, as the case may be, and to satisfy all conditions precedent to the delivery of the Firm Shares and the Additional Shares. (xiii) The Company will not take, and will cause its affiliates that it controls (within the meaning of Rule 144 under the Securities Act) not to take, directly or indirectly, any action which constitutes or is designed to cause or result in, or which could reasonably be expected to constitute, cause or result in, the stabilization or manipulation of the price of any security to facilitate the sale or resale of the Shares. (xiv) The Company will take such steps as shall be necessary to ensure that neither the Company nor any of its Subsidiaries becomes an "investment company" as defined, and subject to regulation, under the Investment Company Act. (bB) Each Selling Stockholder covenants and agrees with each Underwriter: (ia) To deliver to the Representatives prior to the Closing Date, a properly completed and executed United States Treasury Department Form W-8 (if the such Selling Stockholder is a non-United States Person) or Form W-9 (if the such Selling Stockholder is a United States Person), which in each case may be replaced by any other applicable form or statement specified by Treasury Department regulations in lieu thereof;. (iib) To notify promptly the Company and the Representatives ifIf, at any time prior to the date on which the distribution of the Shares as contemplated herein and in the Prospectus has been completed, as determined by the Representatives, such Selling Stockholder has knowledge of the occurrence of any event as a result of which the Prospectus or the Registration Statement, in each case 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 light of the circumstances under which they were made, not misleading;, such Selling Stockholder will promptly notify the Company and the Representatives. (iiic) To cooperate to the extent necessary to cause the Registration Statement or any post-effective amendment thereto to become effective at the earliest possible time and to do and perform all things to be done and performed under this Agreement prior to the Closing Date and to satisfy all conditions precedent to the delivery of the Shares pursuant to this Agreement;. (ivd) To pay Pay or to cause to be paid all transfer taxes, stamp duties and other similar taxes with respect to the Additional Shares, if any, to be sold by such Selling Stockholder; and. (ve) To deliver to the Lead Managers Bear, Stearns & Co. Inc. on or prior to the date of this Agreement each the lock-up agreement xx xxxxement referenced in Section 6(j7(j) hereof.

Covenants of the Company; Covenants of the Selling Stockholders. (a) A. The Company covenants and agrees with each of the Underwriters that: (ia) The Registration Statement and any amendments thereto have been declared become effective, 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) within the prescribed time period and will provide evidence satisfactory to the Lead Managers you of such timely filing. If the Company elects to rely on Rule 434, the Company will prepare and file a term sheet Term Sheet that complies with the requirements of Rule 434, 434 and provide the Prospectus shall not be "materially different" (as Underwriters with copies of such term is used in Rule 434) from the Prospectus included in the Registration Statement at the time it became effective. The Company will notify you immediately (and, if requested by the Lead Managers, will confirm such notice in writing) filings prior to their use. (i) when the Registration Statement and any amendments thereto become effective, (ii) 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 Company's intention to file or prepare any supplement amendments to the Registration Statement (including pursuant to rule 462(b)), the Term Sheet or any supplement, revision or amendment to the Registration Statement or the Prospectus, (iv) of the mailing or the delivery to the Commission for filing of any amendment of or supplement to the Registration Statement or the Prospectus, including but not limited to Rule 462(b) under the Securities Act, (v) 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 proceedings therefor, it being understood that the Company shall make every reasonable effort to avoid the issuance of any such stop order, (viv) of the receipt of any comments from the Commission, and (viivi) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Shares for sale in any jurisdiction or the initiation or threatening of any proceeding for that purpose. If the Commission shall propose or enter a stop order at any time, the Company will make every reasonable effort to prevent the issuance of any such stop order and, if 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 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 or, file any document under the Exchange Act if such document would be deemed to be incorporated by reference into the Prospectus to which the Lead Managers you shall reasonably object in writing after being timely furnished in advance a copy thereof. The Company will provide the Lead Managers with copies of all such amendments, filings and other documents a sufficient time prior to any filing or other publication thereof to permit the Lead Managers a reasonable opportunity to review and comment thereon. (iib) The Company shall comply with the Securities Act and the Exchange Act to permit completion of the distribution as contemplated in this Agreement, the Registration Statement and the Prospectus. If at any time when a prospectus relating to the Shares is required to be delivered under the Securities Act or the Exchange Act in connection with the sales of Shares, any event shall have occurred as a result of which the Prospectus as then amended or supplemented would, in the reasonable 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 existing at the time of delivery to the purchaser, not misleading, or if to comply with the Securities Act, the Exchange Act or the Rules and Regulations it shall be necessary at any time to amend or supplement the Prospectus or Registration StatementStatement to comply with the Securities Act or the Rules and 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, subject to the second paragraph of Section 4(a)(i5(A)(a) hereof, an appropriate amendment or supplement (in form and substance satisfactory to the Lead Managersyou) which will correct such statement or omission or which will effect such compliance and will use its best efforts to have any amendment to the Registration Statement declared effective as soon as possible. (iiic) The Company will promptly deliver to each of you the Representatives and Underwriters' Counsel a signed or conformed copy of the Registration Statement, as initially filed and all amendments thereto, including all consents and exhibits filed therewiththerewith and all documents incorporated by reference therein and all amendments thereto, and will maintain in the Company's files manually signed copies of such documents for at least five years after the date of filing. 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, and all documents incorporated by reference in the Registration Statement and Prospectus or any amendment thereof or supplement thereto thereto, as you may reasonably request. Prior to 10:00 A.M., New York time, on the business day next succeeding the date of this Agreement and from time to time thereafter, thereafter the Company will furnish the Underwriters with copies of the Prospectus in New York City in such quantities as you may reasonably request. (ivd) The Company shall promptly deliver to each of the Underwriters and to Underwriters' Counsel copies of the Preliminary Prospectus, and the Company consents to the use and delivery of the Preliminary Prospectus by the Underwriters in accordance with Rule 430 and Section 5(b) of the Securities Act. The Company shall also furnish to each of the Underwriters copies of the final Prospectus as requested by any of the Underwriters. (ve) The Company will use its reasonable best efforts, in cooperation with the Lead Managersyou, 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, domestic or foreign, jurisdictions as the Lead Managers 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. (vif) The Company will make generally available, to the extent not available on EDGAR, to its security holders and to the Underwriters as soon as pracxxxxxlepracticable, but in any event not later than twelve eighteen months after the effective date of the Registration Statement (as defined in Rule 158(c) under the Securities Act), an earnings statement of the Company and the Subsidiaries (which need not be audited) complying with Section 11(a) of the Securities Act and the Rules rules and Regulations regulations of the Commission thereunder (including, at the option of the Company, Rule 158). (viig) During the period of 90 days from the date of the Prospectus, without the prior written consent of the Lead Managers the Company (i) will not, directly or indirectly, without your prior written consent, issue, offer, sell, offer or agree to issue, offer or sell, solicit offers to purchase, grant any call option, warrant or other right to purchase, purchase any put option or other right to sellfor the sale of, pledge, borrow or otherwise dispose of any Relevant Security, or make any announcement of short sale or maintain any of the foregoingshort position, (ii) will not establish or increase any maintain a "put equivalent position" or liquidate or decrease any "call equivalent position" (in each case within the meaning of Section 16 of Rule 16-a-1(h) under the Exchange Act and the rules and regulations promulgated thereunder) with respect to any Relevant SecurityAct), and (iii) will not otherwise enter into any swap, derivative transaction or other transaction or arrangement that transfers to another, in whole or in part, any of the economic consequence consequences of ownership of a Relevant Security, the Common Stock (whether or not any such transaction is to be settled by delivery of Relevant SecuritiesCommon Stock, other securities, cash or other consideration; ) or otherwise dispose of, any Common Stock (or any securities convertible into, exercisable for or exchangeable for Common Stock) or interest therein of the Company or of any of the Subsidiaries, and the Company will obtain an the undertaking in substantially the form of Annex III hereto of each of its officers and directors, each directors and such of the Selling Stockholders, its shareholders as have been heretofore designated by you and its stockholders listed on Schedule III II attached hereto not to engage in any of the aforementioned transactions on their own behalf, other than the Company's sale of Shares as contemplated by this Agreement hereunder and the Company's issuance of Common Stock upon (i) the conversion or exchange of convertible or exchangeable securities outstanding on the date hereof; (ii) the exercise of currently outstanding options; (iii) the exercise of currently outstanding warrants; and (iiiv) the grant and exercise of options under, or the issuance and sale of shares pursuant to, employee stock option plans in effect on the date hereof, each as described in ; and (v) the Registration Statement and the Prospectus. The Company will not file a registration statement under the Securities Act in connection with any transaction acquisition by the Company of the assets, capital stock or any business of another person that is prohibited pursuant to the foregoingor entity whether by merger, except for registration statements on Form S-8 relating to employee benefit plansexchange of stock or otherwise. (viiih) During the period of five three years from the effective date of the Registration Statement, the Company will furnish to you, to the extent not available on EDGAR, you copies of all reports or other communications (financial or othxxother) xurnished furnished to security holders or from time to time published or publicly disseminated by the Companyholders, and will to deliver to you, to the extent not available on EDGAR, you (i) as soon as they are available, copies of any reports, finanxxxx statements reports and proxy or information financial statements furnished to or filed with the Commission or any national securities exchange on which any class of securities of the Company is listed; and (ii) such additional information concerning the business and financial condition of the Company as you may from time to time reasonably request (such financial information statements to be on a consolidated basis to the extent the accounts of the Company and the Subsidiaries are consolidated in reports furnished to its security holders generally or to the Commission). (ix) The Company will apply the net proceeds from the sale of the Shares as set forth under the caption "Use of Proceeds" in the Prospectus. (x) The Company will use its reasonable efforts to list the Shares for quotation on the Nasdaq and maintain the listing of the Shares on the Nasdaq. (xii) The Company, during the period when the Prospectus is required to be delivered under the Securities Act or the Exchange Act, will file all documents required to be filed with the Commission pursuant to Section 13, 14 or 15 of the Securities Act, Exchange Act within the time periods required by the Exchange Act and the Rules rules and Regulations within the time periods required therebyregulations thereunder. (xii) The Company will use its best efforts to do and perform all things required to be done or performed under this Agreement by the Company prior to the Closing Date or the Additional Date, as the case may be, and to satisfy all conditions precedent to the delivery of the Firm Shares and the Additional Shares. (xiii) The Company will not take, and will cause its affiliates that it controls (within the meaning of Rule 144 under the Securities Act) not to take, directly or indirectly, any action which constitutes or is designed to cause or result in, or which could reasonably be expected to constitute, cause or result in, the stabilization or manipulation of the price of any security to facilitate the sale or resale of the Shares. (xiv) The Company will take such steps as shall be necessary to ensure that neither the Company nor any of its Subsidiaries becomes an "investment company" as defined, and subject to regulation, under the Investment Company Act. (b) B. Each Selling Stockholder covenants and agrees with each Underwriter: (ia) To deliver to the Representatives prior to the Closing Date, a properly completed and executed United States Treasury Department Form W-8 (if the Selling Stockholder is a non-United States Person) or Form W-9 (if the Selling Stockholder is a United States Person), which in each case may be replaced by any other applicable form or statement specified by Treasury Department regulations in lieu thereof;. (iib) To notify promptly the Company and the Representatives ifIf, at any time prior to the date on which the distribution of the Shares as contemplated herein and in the Prospectus has been completed, as determined by the Representatives, such Selling Stockholder has knowledge of the occurrence of any event as a result of which the Prospectus or the Registration Statement, in each case 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 light of the circumstances under which they were made, not misleading;, such Selling Stockholder will promptly notify the Company and the Representatives. (iiic) To cooperate to the extent necessary to cause the Registration Statement or any post-effective amendment thereto to become effective at the earliest possible time and to do and perform all things to be done and performed under this Agreement prior to the Closing Date and to satisfy all conditions precedent to the delivery of the Shares pursuant to this Agreement;. (iv) To pay or to cause to be paid all transfer taxes, stamp duties and other similar taxes with respect to the Shares, if any, to be sold by such Selling Stockholder; and (vd) To deliver to the Lead Managers Bear, Xxxxxxx & Co. Inc. on or prior to the date of this Agreement each lock-up agreement referenced in Section 6(j7(j) hereof.

Covenants of the Company; Covenants of the Selling Stockholders. (a) The Company covenants and agrees with the Underwriters that: (i) The Registration Statement and any amendments thereto to have been declared become effective, 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) within the prescribed time period and will provide evidence satisfactory to the Lead Managers you of such timely filing. If the Company elects to rely on Rule 434, the Company will prepare and file a term sheet that complies with the requirements of Rule 434, and the Prospectus shall not be "“materially different" ” (as such term is used in Rule 434) from the Prospectus included in the Registration Statement at the time it became effective. The Company will notify you immediately (and, if requested by the Lead Managersyou, will confirm such notice in writing) (iA) when the Registration Statement and any amendments thereto become effective, (iiB) of any request by the Commission for any amendment of or supplement to the Registration Statement or the Prospectus or for any additional information, (iiiC) of the Company's ’s intention to file or prepare any supplement or amendment to the Registration Statement or the Prospectus, (ivD) of the mailing or the delivery to the Commission for filing of any amendment of or supplement to the Registration Statement or the Prospectus, including but not limited to Rule 462(b) under the Securities Act, (vE) 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 proceedings therefor, it being understood that the Company shall make every reasonable effort to avoid the issuance of any such stop order, (viF) of the receipt of any comments from the Commission, and (viiG) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Shares for sale in any jurisdiction or the initiation or threatening of any proceeding for that purpose. If the Commission shall propose or enter a stop order at any time, the Company will make every reasonable effort to prevent the issuance of any such stop order and, if 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 Rule 434) that differs from the prospectus on file at the time of the effectiveness of the Registration Statement or to which you shall object in writing after being timely furnished in advance a copy thereof. Until the Offering is finished and for so long as a Prospectus is required to be delivered in connection with the sale of the Shares, the Company will not file any document under the Exchange Act if such document that would be deemed to be incorporated by reference into the Prospectus to which the Lead Managers you shall object in writing after being timely furnished in advance a copy thereof. The Company will provide the Lead Managers you with copies of all such amendments, filings and other documents a sufficient time prior to any filing or other publication thereof to permit the Lead Managers you a reasonable opportunity to review and comment thereon. (ii) The Company shall comply with the Securities Act and the Exchange Act to permit completion of the distribution as contemplated in this Agreement, the Registration Statement and the Prospectus. If at any time when a prospectus relating to the Shares is required to be delivered under the Securities Act or the Exchange Act in connection with the sales sale of the Shares, 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 existing at the time of delivery to the purchaser, not misleading, or if to comply with the Securities Act, the Exchange Act or the Rules and Regulations it shall be necessary at any time to amend or supplement the Prospectus or Registration StatementStatement (by filing an amendment or supplement to the Registration Statement or Prospectus, or to file by filing any document incorporated by reference in the Registration Statement or the Prospectus or in any amendment thereof or supplement thereto, or otherwise) to comply with the Securities Act, the Exchange Act, or the Rules and Regulations, the Company will notify you promptly and prepare and file with the Commission, subject to the second paragraph of Section 4(a)(i5(a)(i) hereof, an appropriate amendment or supplement (in form and substance satisfactory to the Lead Managersyou) which will correct such statement or omission or which will effect such compliance and will use its best efforts to have any amendment to the Registration Statement declared effective as soon as possible. (iii) The Company will promptly deliver to each of you and Underwriters' ’ Counsel a signed or conformed copy of the Registration Statement, as initially filed and all amendments thereto, including all consents and exhibits filed therewith, and will maintain in the Company's ’s files manually signed copies of such documents for at least five years after the date of filing. 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, and all documents incorporated by reference in the Registration Statement and Prospectus or any amendment thereof or supplement thereto thereto, as you may reasonably request. Prior to 10:00 A.M.5:00 P.M., New York time, on the next business day next succeeding after the date of this Agreement and from time to time thereafter, the Company will furnish the Underwriters with copies of the Prospectus in New York City in such quantities as you may reasonably request. (iv) The Company shall promptly deliver to each of the Underwriters and to Underwriters’ Counsel copies of the Preliminary Prospectus, and the Company consents to the use and delivery of the Preliminary Prospectus by the Underwriters in accordance with Rule 430 and Section 5(b) of the Securities Act. The Company shall also furnish to each of the Underwriters copies of the Prospectus as requested by any of the Underwriters. (v) The Company will use its reasonable best efforts, in cooperation with the Lead Managersyou, 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, domestic or foreign, as the Lead Managers 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. (vi) The Company will make generally available, to the extent not available on EDGAR, to its security holders and to the Underwriters as soon as pracxxxxxlepracticable, but in any event not later than twelve eighteen months after the effective date of the Registration Statement (as defined in Rule 158(c) under the Securities Act), an earnings statement of the Company and the Subsidiaries (which need not be audited) complying with Section 11(a) of the Securities Act and the Rules and Regulations (including, at the option of the Company, Rule 158). (vii) During the period of 90 ninety (90) days from the date of the Prospectus, without the prior written consent of the Lead Managers the Company (i) will not, directly or indirectly, without your prior written consent, (A) issue, offer, sell, agree to issue, offer or sell, solicit offers to purchase, grant any call option, warrant or other right to purchase, purchase any put option or other right to sell, pledge, borrow or otherwise dispose of any Relevant Security, or make any announcement of any of the foregoing, (iiB) will not establish or increase any "“put equivalent position" ” or liquidate or decrease any "“call equivalent position" ” (in each case within the meaning of Section 16 of the Exchange Act and the rules and regulations promulgated thereunder) with respect to any Relevant Security, and or (iiiC) will not otherwise enter into any swap, derivative or other transaction or arrangement that transfers to another, in whole or in part, any economic consequence of ownership of a Relevant Security, whether or not such transaction is to be settled by delivery of Relevant Securities, other securities, cash or other consideration, other than (i) the Company’s issuance of Common Stock upon the exercise of currently outstanding stock options, or (ii) the Company’s grant of stock options to officers, directors, or employees under its stock option plans in effect at the Closing, as described in the Registration Statement and the Prospectus; and the Company will obtain an undertaking in substantially the form of Annex III hereto of each of its executive officers and directors, directors and each of the Selling Stockholders, Stockholders (a correct and its stockholders listed complete list of which the Company represents and warrants is set forth on Schedule III attached hereto hereto) not to engage in any of the aforementioned transactions on their own behalf, other than subject to the sale of Shares as contemplated by this Agreement and the Company's issuance of Common Stock upon (i) the exercise of currently outstanding warrants; and (ii) the grant and exercise of options under, or the issuance and sale of shares pursuant to, employee stock option plans exceptions set forth in effect on the date hereof, each as described in the Registration Statement and the ProspectusAnnex III hereto. The Company will not file a registration statement under the Securities Act in connection with any transaction by the Company or any person that is prohibited pursuant to the foregoing, except for registration statements on Form S-8 relating to employee benefit plansplans or Form S-4 relating to corporate reorganizations or other transactions under Rule 145. (viii) During the period of five two years from the effective date of the Registration Statement, the Company will furnish to you, to the extent not available on EDGAR, you copies of all reports or other communications (financial or othxxother) xurnished furnished to security holders or from time to time published or publicly disseminated by the Companyholders, and will deliver to you, to the extent not available on EDGAR, you (iA) as soon as promptly after they are available, copies of any reports, finanxxxx statements reports and proxy or information financial statements furnished to or filed with the Commission or any national securities exchange on which any class of securities of the Company is listed; and (ii) such additional information concerning the business and financial condition of the Company as you may from time to time reasonably request listed (such financial information statements to be on a consolidated basis to the extent the accounts of the Company and the Subsidiaries are consolidated in reports furnished to its security holders generally or to the Commission); and (B) such additional information concerning the business and financial condition of the Company as you may from time to time reasonably request. (ix) The Company will apply the net proceeds from the sale of the Shares as set forth under the caption "Use of Proceeds" in the Prospectus. (x) The Company will use its reasonable best efforts to list the Shares for quotation on the Nasdaq effect and maintain the listing of the Shares for quotation on the NasdaqThe NASDAQ National Market. (xix) The Company, during the period when the Prospectus is required to be delivered under the Securities Act or the Exchange Act, will file all documents required to be filed with the Commission pursuant to the Securities Act, the Exchange Act and the Rules and Regulations within the time periods required thereby. (xii) The Company will use its best efforts to do and perform all things required to be done or performed under this Agreement by the Company prior to the Closing Date or the Additional Date, as the case may be, and to satisfy all conditions precedent to the delivery of the Firm Shares and the Additional Shares. (xiiixi) The Company will not take, and will cause its affiliates that it controls (within the meaning of Rule 144 under the Securities Act) not to take, directly or indirectly, any action which constitutes or is designed to cause or result in, or which could reasonably be expected to constitute, cause or result in, the stabilization or manipulation of the price of any security to facilitate the sale or resale of the Shares. (xiv) The Company will take such steps as shall be necessary to ensure that neither the Company nor any of its Subsidiaries becomes an "investment company" as defined, and subject to regulation, under the Investment Company Act. (b) Each Selling Stockholder covenants and agrees with each Underwriter: (i) To deliver to the Representatives Representative prior to the Closing Date, a properly completed and executed United States Treasury Department Form W-8 (if the Selling Stockholder is a non-United States Person) or Form W-9 (if the Selling Stockholder is a United States Person), which in each case may be replaced by any other applicable form or statement specified by Treasury Department regulations in lieu thereof; (ii) To promptly notify promptly the Company and the Representatives Representative if, at any time prior to the date on which the distribution of the Shares as contemplated herein and in the Prospectus has been completed, as determined by the RepresentativesRepresentative, such Selling Stockholder has knowledge of the occurrence of any event as a result of which the Prospectus or the Registration Statement, in each case 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 light of the circumstances under which they were made, not misleading; (iii) To cooperate to the extent necessary to cause the Registration Statement or any post-effective amendment thereto to become effective at the earliest possible time and to do and perform all things to be done and performed under this Agreement prior to the Closing Date and the Additional Closing Date, if any, and to satisfy all conditions precedent to the delivery of the Shares pursuant to this Agreement; (iv) To pay or to cause to be paid all transfer taxes, stamp duties and other similar taxes with respect to the Shares, if any, to be sold by such Selling Stockholder; and (v) To deliver to the Lead Managers you on or prior to the date of this Agreement each such Selling Stockholder’s lock-up agreement referenced in Section 6(j7(i) hereof.