Common use of Covenants of the Company Clause in Contracts

Covenants of the Company. The Company hereby covenants and agrees with the Underwriter that: (a) Prior to the termination of the offering of the Offered Certificates, the Company will not file any amendment of the Registration Statement or supplement (including the Final Prospectus) to the Basic Prospectus unless the Company has furnished the Underwriter a copy for their review prior to filing and will not file any such proposed amendment or supplement to which the Underwriter reasonably objects. Subject to the foregoing sentence, the Company will cause the Final Prospectus to be filed with the Commission pursuant to Rule 424. The Company will advise the Underwriter promptly (i) when the Final Prospectus shall have been filed with the Commission pursuant to Rule 424, (ii) when any amendment to the Registration Statement relating to the Offered Certificates shall have become effective, (iii) of any request by the Commission for any amendment of the Registration Statement or amendment of or supplement to the Final Prospectus or for any additional information, (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the institution or threatening of any proceeding for that purpose and (v) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Offered Certificates for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose. The Company will use its best efforts to prevent the issuance of any such stop order and, if issued, to obtain as soon as possible the withdrawal thereof. (b) If, at any time when a prospectus relating to the Offered Certificates is required to be delivered under the Act, any event occurs as a result of which the Final Prospectus as then amended or supplemented would include any 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, or if it shall be necessary to amend or supplement the Final Prospectus to comply with the Act or the Exchange Act or the respective rules thereunder, the Company promptly will prepare and file with the Commission, subject to the first sentence of paragraph (a) of this Section 5, an amendment or supplement which will correct such statement or omission or an amendment which will effect such compliance and will use its best efforts to cause any required post-effective amendment to the Registration Statement containing such amendment to be made effective as soon as possible. (c) The Company will furnish to the Underwriter and counsel for the Underwriter, without charge, executed copies of the Registration Statement (including exhibits thereto) and each amendment thereto which shall become effective on or prior to the Closing Date and, so long as delivery of a prospectus by the Underwriter or dealers may be required by the Act, as many copies of the Final Prospectus and any amendments thereof and supplements thereto as the Underwriter may reasonably request. The Company will pay the expenses of printing all documents relating to the initial offering, provided that any additional expenses incurred in connection with the requirement of delivery of a market-making prospectus, if applicable, will be borne by the Underwriter. (d) The Company will furnish such information as may be required and otherwise cooperate in qualifying the Offered Certificates for sale under the laws of such jurisdictions as the Underwriter may reasonably designate and to maintain such qualifications in effect so long as required for the distribution of the Offered Certificates; provided, however, that the Company shall not be required to qualify to do business in any jurisdiction where it is not now so qualified or to take any action which would subject it to general or unlimited service of process in any jurisdiction where it is not now so subject.

Covenants of the Company. The Company hereby covenants and agrees with the Underwriter that: (a) Prior to the termination of the offering of the Offered Certificates, the Company will not file any amendment of the Registration Statement or supplement (including the Final Prospectus) to the Basic Prospectus unless the Company has furnished the Underwriter a copy for their its review prior to filing and will not file any such proposed amendment or supplement to which the Underwriter reasonably objects. Subject to the foregoing sentence, the Company will cause the Final Prospectus to be filed with the Commission pursuant to Rule 424. The Company will advise the Underwriter promptly (i) when the Final Prospectus shall have been filed with the Commission pursuant to Rule 424, (ii) when any amendment to the Registration Statement relating to the Offered Certificates shall have become effective, (iii) of any request by the Commission for any amendment of the Registration Statement or amendment of or supplement to the Final Prospectus or for any additional information, (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the institution or threatening of any proceeding for that purpose and (v) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Offered Certificates for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose. The Company will use its best efforts to prevent the issuance of any such stop order and, if issued, to obtain as soon as possible the withdrawal thereof. (b) If, at any time when a prospectus relating to the Offered Certificates is required to be delivered under the Act, any event occurs as a result of which the Final Prospectus as then amended or supplemented would include any 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, or if it shall be necessary to amend or supplement the Final Prospectus to comply with the Act or the Exchange Act or the respective rules thereunder, the Company promptly will prepare and file with the Commission, subject to the first sentence of paragraph (a) of this Section 5, an amendment or supplement which will correct such statement or omission or an amendment which will effect such compliance and will use its best efforts to cause any required post-effective amendment to the Registration Statement containing such amendment to be made effective as soon as possible. (c) The Company will furnish to the Underwriter and counsel for the Underwriter, without charge, executed copies of the Registration Statement (including exhibits thereto) and each amendment thereto which shall become effective on or prior to the Closing Date and, so long as delivery of a prospectus by the Underwriter or dealers dealer may be required by the Act, as many copies of the Final Prospectus and any amendments thereof and supplements thereto as the Underwriter may reasonably request. The Company will pay the expenses of printing all documents relating to the initial offering, provided that any additional expenses incurred in connection with the requirement of delivery of a market-making prospectus, if applicable, will be borne by the Underwriter. (d) The Company will furnish such information as may be required and otherwise cooperate in qualifying the Offered Certificates for sale under the laws of such jurisdictions as the Underwriter may reasonably designate and to maintain such qualifications in effect so long as required for the distribution of the Offered Certificates; provided, however, that the Company shall not be required to qualify to do business in any jurisdiction where it is not now so qualified or to take any action which would subject it to general or unlimited service of process in any jurisdiction where it is not now so subject.

Covenants of the Company. The Company hereby covenants and agrees with the Underwriter Dealer Manager that: (a) Prior 2.1 It will, at no expense to the termination Dealer Manager, furnish the Dealer Manager with such number of printed copies of the Registration Statement, including all amendments and exhibits thereto, as the Dealer Manager may reasonably request. It will similarly furnish to the Dealer Manager and others designated by the Dealer Manager as many copies as the Dealer Manager may reasonably request in connection with the offering of the Offered Certificates, Shares of: (a) the Prospectus in preliminary and final form and every form of supplemental or amended prospectus; (b) this Agreement; and (c) any other printed sales literature or other materials (provided that the use of said sales literature and other materials has been first approved for use by the Company and all appropriate regulatory agencies). 2.2 It will not furnish such proper information and execute and file such documents as may be necessary for the Company to qualify the Shares for offer and sale under the securities laws of such jurisdictions as the Dealer Manager may reasonably designate and will file and make in each year such statements and reports as may be required. The Company will furnish to the Dealer Manager a copy of such papers filed by the Company in connection with any such qualification. 2.3 It will: (a) use its best efforts to cause the Registration Statement to become effective; (b) furnish copies of any proposed amendment or supplement of the Registration Statement or supplement (including the Final Prospectus) Prospectus to the Basic Prospectus unless the Company has furnished the Underwriter a copy for their review prior to filing and will not Dealer Manager; (c) file any such proposed every amendment or supplement to which the Underwriter reasonably objects. Subject to the foregoing sentence, the Company will cause the Final Prospectus to be filed with the Commission pursuant to Rule 424. The Company will advise the Underwriter promptly (i) when the Final Prospectus shall have been filed with the Commission pursuant to Rule 424, (ii) when any amendment to the Registration Statement relating to the Offered Certificates shall have become effective, (iii) of any request by the Commission for any amendment of the Registration Statement or amendment of or supplement to the Final Prospectus or for any additional information, (iv) of the issuance that may be required by the Commission of SEC; and (d) if at any time the SEC shall issue any stop order suspending the effectiveness of the Registration Statement or the institution or threatening of any proceeding for that purpose and (v) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Offered Certificates for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose. The Company Statement, it will use its best efforts to prevent obtain the issuance lifting of any such stop order and, if issued, to obtain as soon as at the earliest possible the withdrawal thereoftime. (b) If, 2.4 If at any time when a prospectus relating to the Offered Certificates Prospectus is required to be delivered under the Act, Securities Act any event occurs as a result of which which, in the Final opinion of either the Company or the Dealer Manager, the Prospectus as or any other prospectus then amended or supplemented in effect would include any an untrue statement of a material fact or or, in view of the circumstances under which they were made, omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, therein not misleading, or if it shall be necessary to amend or supplement the Final Prospectus to comply with the Act or the Exchange Act or the respective rules thereunder, the Company will promptly notify the Dealer Manager thereof (unless the information shall have been received from the Dealer Manager) and will prepare and file with effect the Commission, subject to the first sentence preparation of paragraph (a) of this Section 5, an amendment amended or supplement supplemental prospectus which will correct such statement or omission or an amendment which will effect such compliance and will use its best efforts to cause any required post-effective amendment to the Registration Statement containing such amendment to be made effective as soon as possible. (c) The Company will furnish to the Underwriter and counsel for the Underwriter, without charge, executed copies of the Registration Statement (including exhibits thereto) and each amendment thereto which shall become effective on or prior to the Closing Date and, so long as delivery of a prospectus by the Underwriter or dealers may be required by the Act, as many copies of the Final Prospectus and any amendments thereof and supplements thereto as the Underwriter may reasonably requestomission. The Company will pay the expenses of printing all documents relating to the initial offering, provided that any additional expenses incurred in connection with the requirement of delivery of a market-making prospectus, if applicable, will be borne by the Underwriter. (d) The Company will furnish then promptly prepare such information amended or supplemental prospectus or prospectuses as may be required and otherwise cooperate in qualifying necessary to comply with the Offered Certificates for sale under the laws requirements of such jurisdictions as the Underwriter may reasonably designate and to maintain such qualifications in effect so long as required for the distribution Section 10 of the Offered Certificates; provided, however, that the Company shall not be required to qualify to do business in any jurisdiction where it is not now so qualified or to take any action which would subject it to general or unlimited service of process in any jurisdiction where it is not now so subjectSecurities Act.

Covenants of the Company. The Company hereby covenants and agrees with the Underwriter Dealer Manager that: (a) 2.1 Prior to the termination of the offering of the Offered CertificatesShares, the Company will not file any every amendment of or supplement to the Registration Statement or supplement (including the Final Prospectus) to Prospectus that may be required by the Basic Prospectus unless the Company has furnished the Underwriter a copy for their review prior to filing and will not file any such proposed amendment or supplement to which the Underwriter reasonably objectsSEC. Subject to the foregoing sentence, the The Company will cause the Final Prospectus Prospectus, properly completed, and any supplement thereto to be filed with the Commission SEC pursuant to the applicable paragraph of Rule 424424(b) within the time period prescribed. The Company will promptly advise the Underwriter promptly Dealer Manager (i) when the Final Prospectus Prospectus, and any supplement thereto, shall have been filed (if required) with the Commission SEC pursuant to Rule 424424(b), (ii) when when, prior to termination of the offering of the Shares, any amendment to the Registration Statement relating to the Offered Certificates shall have been filed or become effective, (iii) of any request by the Commission for any amendment of the Registration Statement or amendment of or supplement to the Final Prospectus or for any additional information, (iv) of the issuance by the Commission SEC of any stop order suspending the effectiveness of the Registration Statement or of any notice objecting to its use or the institution or threatening of any proceeding for that purpose and (viv) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Offered Certificates Shares for sale in any jurisdiction or the initiation institution or threatening of any proceeding for such purpose. The Company will use its best efforts to prevent the issuance of any such stop order or the occurrence of any such suspension or objection to the use of the Registration Statement and, if issuedupon such issuance, occurrence or notice of objection, to obtain as soon as possible the withdrawal thereofof such stop order or relief from such occurrence or objection, including, if necessary, by filing an amendment to the Registration Statement or a new registration statement and using its best efforts to have such amendment or new registration statement declared effective as soon as practicable. (b) 2.2 If, at any time when a prospectus relating to the Offered Certificates Shares is required to be delivered under the ActSecurities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172), any event occurs as a result of which the Final Prospectus as then amended or supplemented would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, therein in the light of the circumstances under which they were made, made or the circumstances then prevailing not misleading, or if it shall be necessary to amend the Registration Statement or supplement the Final Prospectus to comply with the Securities Act or the Exchange Act or the respective rules thereunder, the Company promptly will (i) prepare and file with the Commission, subject to the first sentence of paragraph (a) of this Section 5SEC, an amendment or supplement which will correct such statement or omission or an amendment which will effect such compliance compliance; and will use its best efforts to cause (ii) supply any required post-effective amendment supplemented Prospectus to the Registration Statement containing Dealer Manager in such amendment to be made effective quantities as soon as possibleit may reasonably request. 2.3 The Company will, at no expense to the Dealer Manager, furnish the Dealer Manager with such number of printed copies of the Registration Statement, including all supplements, amendments and exhibits thereto, as the Dealer Manager may reasonably request. It will similarly furnish to the Dealer Manager, and others designated by the Dealer Manager, as many copies as the Dealer Manager may reasonably request in connection with the offering of the Shares of: (a) the Prospectus in preliminary and final form and every form of supplemental or amended prospectus; (b) this Agreement; and (c) any other printed sales literature or other materials (provided that the use of said sales literature and other materials has been first approved for use by the Company and all appropriate regulatory agencies). 2.4 The Company will endeavor in good faith, in cooperation with the Dealer Manager, to qualify the Shares for offering and sale under the securities laws of such jurisdictions as the Dealer Manager may reasonably designate and use all reasonable efforts to file and make such statements or reports at such times as are or may be required to continue the qualification of the Shares for offering and sale under the securities laws of such jurisdiction. The Company will furnish to the Underwriter and counsel for the Underwriter, without charge, executed copies Dealer Manager a copy of the Registration Statement (including exhibits thereto) and each amendment thereto which shall become effective on or prior to the Closing Date and, so long as delivery of a prospectus such papers filed by the Underwriter or dealers may be required by the Act, as many copies of the Final Prospectus and any amendments thereof and supplements thereto as the Underwriter may reasonably request. The Company will pay the expenses of printing all documents relating to the initial offering, provided that any additional expenses incurred in connection with the requirement of delivery of a market-making prospectus, if applicable, will be borne by the Underwriterany such qualification. (d) The Company will furnish such information as may be required and otherwise cooperate in qualifying the Offered Certificates for sale under the laws of such jurisdictions as the Underwriter may reasonably designate and to maintain such qualifications in effect so long as required for the distribution of the Offered Certificates; provided, however, that the Company shall not be required to qualify to do business in any jurisdiction where it is not now so qualified or to take any action which would subject it to general or unlimited service of process in any jurisdiction where it is not now so subject.

Covenants of the Company. The Company hereby covenants and agrees with the Underwriter Dealer Manager that: (a) 2.1. Prior to the termination of the offering of the Offered CertificatesShares, the Company will not file any every amendment of or supplement to the Registration Statement or supplement (including the Final Prospectus) to Prospectus that may be required by the Basic Prospectus unless the Company has furnished the Underwriter a copy for their review prior to filing and will not file any such proposed amendment or supplement to which the Underwriter reasonably objectsSEC. Subject to the foregoing sentence, the The Company will cause the Final Prospectus Prospectus, properly completed, and any supplement thereto to be filed with the Commission SEC pursuant to the applicable paragraph of Rule 424424(b) within the time period prescribed. The Company will promptly advise the Underwriter promptly Dealer Manager (i) when the Final Prospectus Prospectus, and any supplement thereto, shall have been filed (if required) with the Commission SEC pursuant to Rule 424424(b), (ii) when when, prior to termination of the offering of the Shares, any amendment to the Registration Statement relating to the Offered Certificates shall have been filed or become effective, (iii) of any request by the Commission for any amendment of the Registration Statement or amendment of or supplement to the Final Prospectus or for any additional information, (iv) of the issuance by the Commission SEC of any stop order suspending the effectiveness of the Registration Statement or of any notice objecting to its use or the institution or threatening of any proceeding for that purpose and (viv) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Offered Certificates Shares for sale in any jurisdiction or the initiation institution or threatening of any proceeding for such purpose. The Company will use its best efforts to prevent the issuance of any such stop order or the occurrence of any such suspension or objection to the use of the Registration Statement and, if issuedupon such issuance, occurrence or notice of objection, to obtain as soon as possible the withdrawal thereofof such stop order or relief from such occurrence or objection, including, if necessary, by filing an amendment to the Registration Statement or a new registration statement and using its best efforts to have such amendment or new registration statement declared effective as soon as practicable. (b) 2.2. If, at any time when a prospectus relating to the Offered Certificates Shares is required to be delivered under the ActSecurities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172), any event occurs as a result of which the Final Prospectus as then amended or supplemented would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, therein in the light of the circumstances under which they were made, made or the circumstances then prevailing not misleading, or if it shall be necessary to amend the Registration Statement or supplement the Final Prospectus to comply with the Securities Act or the Exchange Act or the respective rules thereunder, the Company promptly will (i) prepare and file with the Commission, subject to the first sentence of paragraph (a) of this Section 5SEC, an amendment or supplement which will correct such statement or omission or an amendment which will effect such compliance compliance; and will use its best efforts to cause (ii) supply any required post-effective amendment supplemented Prospectus to the Registration Statement containing Dealer Manager in such amendment to be made effective quantities as soon as possibleit may reasonably request. 2.3. The Company will, at no expense to the Dealer Manager, furnish the Dealer Manager with such number of printed copies of the Registration Statement, including all supplements, amendments and exhibits thereto, as the Dealer Manager may reasonably request. It will similarly furnish to the Dealer Manager, and others designated by the Dealer Manager, as many copies as the Dealer Manager may reasonably request in connection with the offering of the Shares of: (a) the Prospectus in preliminary and final form and every form of supplemental or amended prospectus; (b) this Agreement; and (c) any other printed sales literature or other materials (provided that the use of said sales literature and other materials has been first approved for use by the Company and all appropriate regulatory agencies). 2.4. The Company will endeavor in good faith, in cooperation with the Dealer Manager, to qualify the Shares for offering and sale under the securities laws of such jurisdictions as the Dealer Manager may reasonably designate and use all reasonable efforts to file and make such statements or reports at such times as are or may be required to continue the qualification of the Shares for offering and sale under the securities laws of such jurisdiction. The Company will furnish to the Underwriter and counsel for the Underwriter, without charge, executed copies Dealer Manager a copy of the Registration Statement (including exhibits thereto) and each amendment thereto which shall become effective on or prior to the Closing Date and, so long as delivery of a prospectus such papers filed by the Underwriter or dealers may be required by the Act, as many copies of the Final Prospectus and any amendments thereof and supplements thereto as the Underwriter may reasonably request. The Company will pay the expenses of printing all documents relating to the initial offering, provided that any additional expenses incurred in connection with the requirement of delivery of a market-making prospectus, if applicable, will be borne by the Underwriterany such qualification. (d) The Company will furnish such information as may be required and otherwise cooperate in qualifying the Offered Certificates for sale under the laws of such jurisdictions as the Underwriter may reasonably designate and to maintain such qualifications in effect so long as required for the distribution of the Offered Certificates; provided, however, that the Company shall not be required to qualify to do business in any jurisdiction where it is not now so qualified or to take any action which would subject it to general or unlimited service of process in any jurisdiction where it is not now so subject.

Covenants of the Company. The Company hereby covenants and agrees with the Underwriter Dealer Manager that: (a) Prior to the termination of the offering of the Offered Certificates, the 2.1 The Company will not file any every amendment of or supplement to the Registration Statement or supplement (including the Final Prospectus) to Prospectus that may be required by the Basic Prospectus unless the Company has furnished the Underwriter a copy for their review prior to filing and will not file any such proposed amendment or supplement to which the Underwriter reasonably objectsSEC. Subject to the foregoing sentence, the The Company will cause the Final Prospectus Prospectus, properly completed, and any supplement thereto to be filed with the Commission SEC pursuant to the applicable paragraph of Rule 424424(b) within the time period prescribed. The Company will promptly advise the Underwriter promptly Dealer Manager (i) when the Final Prospectus Prospectus, and any supplement thereto, shall have been filed (if required) with the Commission SEC pursuant to Rule 424424(b), (ii) when any amendment to the Registration Statement relating to the Offered Certificates shall have been filed or become effective, (iii) of any request by the Commission for any amendment of the Registration Statement or amendment of or supplement to the Final Prospectus or for any additional information, (iv) of the issuance by the Commission SEC of any stop order suspending the effectiveness of the Registration Statement or of any notice objecting to its use or the institution or threatening of any proceeding for that purpose and (viv) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Offered Certificates Shares for sale in any jurisdiction or the initiation institution or threatening of any proceeding for such purpose. The Company will use its best efforts to prevent the issuance of any such stop order or the occurrence of any such suspension or objection to the use of the Registration Statement and, if issuedupon such issuance, occurrence or notice of objection, to obtain as soon as possible the withdrawal thereofof such stop order or relief from such occurrence or objection, including, if necessary, by filing an amendment to the Registration Statement or a new registration statement and using its best efforts to have such amendment or new registration statement declared effective as soon as practicable. (b) 2.2 If, at any time when a prospectus relating to the Offered Certificates Shares is required to be delivered under the ActSecurities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172), any event occurs as a result of which the Final Prospectus as then amended or supplemented would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, therein in the light of the circumstances under which they were made, made or the circumstances then prevailing not misleading, or if it shall be necessary to amend the Registration Statement or supplement the Final Prospectus to comply with the Securities Act or the Exchange Act or the respective rules thereunder, the Company promptly will (i) prepare and file with the Commission, subject to the first sentence of paragraph (a) of this Section 5SEC, an amendment or supplement which will correct such statement or omission or an amendment which will effect such compliance compliance; and will use its best efforts to cause (ii) supply any required post-effective amendment supplemented Prospectus to the Registration Statement containing Dealer Manager in such amendment to be made effective quantities as soon as possibleit may reasonably request. 2.3 The Company will, at no expense to the Dealer Manager, furnish the Dealer Manager with such number of printed copies of the Registration Statement, including all supplements, amendments and exhibits thereto, as the Dealer Manager may reasonably request. It will similarly furnish to the Dealer Manager, and others designated by the Dealer Manager, as many copies as the Dealer Manager may reasonably request in connection with the offering of the Shares of: (a) the Prospectus in preliminary and final form and every form of supplemental or amended prospectus; (b) this Agreement; and (c) any other printed sales literature or other materials (provided that the use of said sales literature and other materials has been first approved for use by the Company and all appropriate regulatory agencies). 2.4 The Company will endeavor in good faith, in cooperation with the Dealer Manager, to qualify the Shares for offering and sale under the securities laws of such jurisdictions as the Dealer Manager may reasonably designate and use all reasonable efforts to file and make such statements or reports at such times as are or may be required to continue the qualification of the Shares for offering and sale under the securities laws of such jurisdiction. The Company will furnish to the Underwriter and counsel for the Underwriter, without charge, executed copies Dealer Manager a copy of the Registration Statement (including exhibits thereto) and each amendment thereto which shall become effective on or prior to the Closing Date and, so long as delivery of a prospectus such papers filed by the Underwriter or dealers may be required by the Act, as many copies of the Final Prospectus and any amendments thereof and supplements thereto as the Underwriter may reasonably request. The Company will pay the expenses of printing all documents relating to the initial offering, provided that any additional expenses incurred in connection with the requirement of delivery of a market-making prospectus, if applicable, will be borne by the Underwriterany such qualification. (d) The Company will furnish such information as may be required and otherwise cooperate in qualifying the Offered Certificates for sale under the laws of such jurisdictions as the Underwriter may reasonably designate and to maintain such qualifications in effect so long as required for the distribution of the Offered Certificates; provided, however, that the Company shall not be required to qualify to do business in any jurisdiction where it is not now so qualified or to take any action which would subject it to general or unlimited service of process in any jurisdiction where it is not now so subject.

Covenants of the Company. The Company hereby covenants and agrees with the Underwriter Dealer Manager that: a. It will, at no expense to the Dealer Manager, furnish the Dealer Manager with such number of printed copies of the Registration Statement, including all amendments and exhibits thereto, as the Dealer Manager may reasonably request. It will similarly furnish to the Dealer Manager and others designated by the Dealer Manager as many copies of the following documents as the Dealer Manager may reasonably request: (a) Prior the Prospectus in preliminary and final form and every form of supplemental or amended prospectus; (b) this Agreement; and (c) any other printed sales literature or other materials (provided that the use of said sales literature and other materials has been first approved for use by the Company and all appropriate regulatory agencies). b. It will furnish such proper information and execute and file such documents as may be necessary for the Company to qualify the Shares for offer and sale under the securities laws of such jurisdictions as the Dealer Manager may reasonably designate and will file and make in each year such statements and reports as may be required. The Company will furnish to the termination Dealer Manager a copy of the offering of the Offered Certificates, such papers filed by the Company will not file in connection with any such qualification. c. It will: (a) use its best efforts to cause the Registration Statement to become effective; (b) furnish copies of any proposed amendment or supplement of the Registration Statement or supplement (including the Final Prospectus) Prospectus to the Basic Prospectus unless the Company has furnished the Underwriter a copy for their review prior to filing and will not Dealer Manager; (c) file any such proposed every amendment or supplement to which the Underwriter reasonably objects. Subject to the foregoing sentence, the Company will cause the Final Prospectus to be filed with the Commission pursuant to Rule 424. The Company will advise the Underwriter promptly (i) when the Final Prospectus shall have been filed with the Commission pursuant to Rule 424, (ii) when any amendment to the Registration Statement relating to the Offered Certificates shall have become effective, (iii) of any request by the Commission for any amendment of the Registration Statement or amendment of or supplement to the Final Prospectus or for any additional information, (iv) of the issuance that may be required by the Commission of SEC; and (d) if at any time the SEC shall issue any stop order suspending the effectiveness of the Registration Statement or the institution or threatening of any proceeding for that purpose and (v) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Offered Certificates for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose. The Company Statement, it will use its best efforts to prevent obtain the issuance lifting of any such stop order and, if issued, to obtain as soon as at the earliest possible the withdrawal thereoftime. (b) If, d. If at any time when a prospectus relating to the Offered Certificates Prospectus is required to be delivered under the Act, Securities Act any event occurs as a result of which which, in the Final opinion of either the Company or the Dealer Manager, the Prospectus as or any other prospectus then amended or supplemented in effect would include any an untrue statement of a material fact or or, in view of the circumstances under which they were made, omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, therein not misleading, or if it shall be necessary to amend or supplement the Final Prospectus to comply with the Act or the Exchange Act or the respective rules thereunder, the Company will promptly notify the Dealer Manager thereof (unless the information shall have been received from the Dealer Manager) and will prepare and file with effect the Commission, subject to the first sentence preparation of paragraph (a) of this Section 5, an amendment amended or supplement supplemental prospectus which will correct such statement or omission or an amendment which will effect such compliance and will use its best efforts to cause any required post-effective amendment to the Registration Statement containing such amendment to be made effective as soon as possible. (c) The Company will furnish to the Underwriter and counsel for the Underwriter, without charge, executed copies of the Registration Statement (including exhibits thereto) and each amendment thereto which shall become effective on or prior to the Closing Date and, so long as delivery of a prospectus by the Underwriter or dealers may be required by the Act, as many copies of the Final Prospectus and any amendments thereof and supplements thereto as the Underwriter may reasonably requestomission. The Company will pay the expenses of printing all documents relating to the initial offering, provided that any additional expenses incurred in connection with the requirement of delivery of a market-making prospectus, if applicable, will be borne by the Underwriter. (d) The Company will furnish then promptly prepare such information amended or supplemental prospectus or prospectuses as may be required and otherwise cooperate in qualifying necessary to comply with the Offered Certificates for sale under the laws requirements of such jurisdictions as the Underwriter may reasonably designate and to maintain such qualifications in effect so long as required for the distribution Section 10 of the Offered Certificates; provided, however, that the Company shall not be required to qualify to do business in any jurisdiction where it is not now so qualified or to take any action which would subject it to general or unlimited service of process in any jurisdiction where it is not now so subjectSecurities Act.

Covenants of the Company. The Company hereby covenants and agrees with the Underwriter that: (a) Prior to the termination of the offering of the Offered Certificates, the The Company will not file any amendment of use its best efforts to cause the Registration Statement or supplement (including the Final Prospectus) to the Basic Prospectus unless the Company has furnished the Underwriter a copy for their review prior to filing become effective and will not file any such proposed amendment or supplement to which the Underwriter reasonably objects. Subject to the foregoing sentence, the Company will cause the Final Prospectus to be filed with the Commission pursuant to Rule 424. The Company will advise the Underwriter promptly notify you immediately and confirm in writing (i) when the Final Prospectus shall have been filed with the Commission pursuant to Rule 424, (ii) when any amendment to the Registration Statement relating to the Offered Certificates and any amendments thereto shall have become effective, or any supplement to the Prospectus or any amended Prospectus shall have been filed, (iiiii) of any request by the Commission for any amendment of to the Registration Statement or any amendment of or supplement to the Final Prospectus or for any additional information, (iii) of the happening of any event which makes untrue any statement of a material fact made in the Registration Statement or the Prospectus, or which requires the making of a change in the Registration Statement or the Prospectus, in order to make any material statement therein not misleading; and (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of the institution or threatening initiation of any proceeding proceedings for that purpose and (v) purpose, or of the receipt by the Company of any notification with respect to the suspension of the qualification of the Offered Certificates Units for offering or sale in any jurisdiction jurisdiction, or of the initiation or threatening institution of any proceeding proceedings for such purpose. The ; and the Company will use its best efforts make every reasonable effort to prevent the issuance by the Commission or any governmental agency pursuant to the securities laws of any such jurisdiction of any stop order and, if such stop order shall at any time be issued, to obtain as soon as the lifting thereof at the earliest possible the withdrawal thereof.moment; (b) IfIt will, at promptly from time to time take such actions as you may reasonably request to qualify the Units for offering and sale under the securities laws of such jurisdictions as you may request and to comply with such laws so as to permit the continuance of sales of Units therein in such jurisdictions for so long as may be necessary to complete the distribution of the Units, provided that in connection therewith neither the Company, the Advisor nor the Broker shall be required to qualify as a foreign corporation or to file a general consent to service of process in any jurisdiction; (c) The Company will deliver to you, as soon as available, a copy of the Registration Statement as originally filed and each amendment thereto (including exhibits); (d) The Company will deliver promptly to you, as soon as the Registration Statement becomes effective and thereafter from time to time during the period when a prospectus relating to the Offered Certificates Prospectus is required to be delivered under the Act, such number of copies of the Prospectus (as amended or supplemented), as you may reasonably request; and the Company consents to the use of the Prospectus and any amendments or supplements thereto by you and by any Selected Dealers for the purposes contemplated by the Act and this Agreement; (e) During the period when the Prospectus is required to be delivered under the Act, the Company will comply, so far as it is able and at the Company’s expense, with all requirements imposed upon it by the Act, as now and as hereafter amended, so far as necessary to permit the continuation of sales of the Units during such period in accordance with the provisions of this Agreement and of the Prospectus; (f) If any event occurs relating to or affecting the Company shall occur as a result of which it is necessary, in the Final opinion of your counsel, to amend or supplement the Prospectus in order to make the Prospectus not misleading in the light of the circumstances existing at the time it is delivered to a subscriber, the Company will forthwith prepare and furnish to you, without expense to you, a reasonable number of copies of an amendment or amendments of, or a supplement or supplements to, the Prospectus (in form and substance reasonably satisfactory to your counsel) which will amend or supplement the Prospectus so that, as then amended or supplemented would include any supplemented, it will not contain an untrue statement of a material fact or omit to state any a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were madeexisting at the time the Prospectus is delivered to a subscriber, not misleading, or if it shall be necessary to amend or supplement . For the Final Prospectus to comply with the Act or the Exchange Act or the respective rules thereunderpurposes of this subsection, the Company promptly will prepare and file furnish such information with the Commission, subject respect to the first sentence of paragraph (a) of this Section 5, an amendment or supplement which will correct such statement or omission or an amendment which will effect such compliance Company and will use its best efforts any Company properties as you may from time to cause any required post-effective amendment to the Registration Statement containing such amendment to be made effective as soon as possible.time reasonably request; (cg) The Company will furnish to its Shareholders as soon as practicable after the Underwriter end of each fiscal year an annual report (including a balance sheet and counsel for statements of income and cash flows of the UnderwriterCompany certified by independent public accountants) and, without charge, executed copies as soon as practicable after the end of each of the first three quarters of each fiscal year (beginning with the fiscal quarter ending after the effective date of the Registration Statement), summary financial information of the Company for such quarter in reasonable detail; (h) During a period of five years from the effective date of the Registration Statement, the Company will furnish to you copies of all reports or other communications (financial or other) furnished to securityholders, and deliver to you (i) as soon as they are available, copies of any reports and 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; (i) The Company, will not, at any time before or after the Registration Statement (including exhibits thereto) and each becomes effective, file any amendment thereto to the Registration Statement or any amendment or supplement to the Prospectus to which you shall reasonably object in writing or which shall become effective on be reasonably disapproved by your counsel promptly after notice thereof; will deliver to you, from time to time, all supplemental sales materials (whether designated solely for broker-dealer use or prior otherwise) proposed to the Closing Date and, so long as delivery of a prospectus be used or delivered by the Underwriter or dealers may be required by the Act, as many copies of the Final Prospectus and any amendments thereof and supplements thereto as the Underwriter may reasonably request. The Company will pay the expenses of printing all documents relating to the initial offering, provided that any additional expenses incurred in connection with the requirement offering of Units, prior to the use or delivery to third parties of a market-making prospectussuch material, if applicable, and it will not use or deliver any such material to which you shall object or which shall be borne disapproved by the Underwriter.your counsel; and (dj) The Subsequent to the date of this Agreement and through each Closing Date, except as described, contemplated or permitted in the Registration Statement, the Company will furnish such information as may be required and otherwise cooperate in qualifying the Offered Certificates for sale under the laws of such jurisdictions as the Underwriter may reasonably designate and to maintain such qualifications in effect so long as required for the distribution of the Offered Certificates; provided, however, that the Company shall not be required to qualify to do business in any jurisdiction where it is not now so qualified or to take any action (or refrain from taking any action) that will result in the Company incurring any material liability or obligation, direct or contingent, or enter into any material transaction not in the ordinary course of business, and there will not be any material change in the capital stock, long-term debt, notes payable or short-term borrowings of the Company or any issuance of options, warrants or rights to purchase capital stock of the Company, or any declaration or payment or commitment to pay or anticipated payment of any dividend or other distribution on the capital stock of the Company, except as contemplated in the Prospectus, which would subject it has resulted in or reasonably could be expected to general result in a material adverse change in the business or unlimited service financial position of process in any jurisdiction where it is not now so subjectthe Company, taken as a whole.

Covenants of the Company. The Company hereby covenants and agrees with the Underwriter that: (a) Prior The Company will prepare the Pricing Free Writing Prospectus and the Final Prospectus setting forth the amount of Offered Certificates covered thereby and the terms thereof not otherwise specified in the Base Prospectus, the expected proceeds to the termination Company from the sale of such Offered Certificates, and such other information as the Underwriter and the Company may deem appropriate in connection with the offering of the such Offered Certificates, the Company will not file any amendment of the Registration Statement or supplement (including the Final Prospectus) to the Basic Prospectus unless the Company has furnished the Underwriter a copy for their review prior to filing and will not file any such proposed amendment or supplement to which the Underwriter reasonably objects. Subject to the foregoing sentence, the Company will cause the Final Prospectus to be filed with the Commission pursuant to Rule 424. The Company promptly will advise the Underwriter promptly or the Underwriter’s counsel (i) when the Pricing Free Writing Prospectus or the Final Prospectus shall have been filed with or transmitted to the Commission for filing pursuant to Rule 433 or Rule 424, as applicable, (ii) when any amendment to the Registration Statement relating to the Offered Certificates shall have become effectiveeffective or any further supplement to the Prospectus shall have been filed with the Commission, (iii) of any proposal or request to amend or supplement the Registration Statement, the Base Prospectus, the Pricing Free Writing Prospectus or the Final Prospectus or any request by the Commission for any amendment of the Registration Statement or amendment of or supplement to the Final Prospectus or for any additional information, (iv) when notice is received from the Commission that any post-effective amendment to the Registration Statement has become or will become effective, (v) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or post-effective amendment thereto or the institution or threatening of any proceeding for that purpose and purpose, (vvi) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Offered Certificates for sale in any jurisdiction or the initiation institution or threatening of any proceeding for such purposethat purpose and (vii) of the occurrence of any event that would cause the Registration Statement, as then in effect, to contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading, or that would cause the Pricing Free Writing Prospectus or the Final Prospectus, as then in effect, to contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Company will use its best efforts to prevent the issuance of any such stop order or suspension and, if issued, to obtain as soon as possible the withdrawal thereof. The Company will cause the Pricing Free Writing Prospectus and the Final Prospectus to be transmitted to the Commission for filing pursuant to Rule 433 and Rule 424 under the 1933 Act, as applicable or will cause the Pricing Free Writing Prospectus and the Final Prospectus to be filed with the Commission pursuant to said Rule 433 and Rule 424, as applicable. (b) If, at any time when a prospectus relating to the Offered Certificates is required to be delivered under the 1933 Act, any event occurs as a result of which the Final Prospectus Prospectus, as then amended or supplemented supplemented, would include contain any 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 light of the circumstances under which they were made, not misleading, or if it shall be necessary in the judgment of the Company or the Underwriter to amend or supplement the Final Prospectus or the Registration Statement to comply with the 1933 Act or the Exchange Act or the respective rules and regulations thereunder, the Company promptly will prepare and file with the Commission, at the expense of the Company, subject to the first sentence of paragraph (a) of this Section 5, an amendment or supplement which that will correct such statement or omission or an amendment which that will effect such compliance and and, if such amendment or supplement is required to be contained in a post-effective amendment to the Registration Statement, the Company will use its best efforts to cause any required post-effective such amendment to the Registration Statement containing such amendment to be made effective as soon as possible. Neither the Underwriter’s consent to nor their distribution of any amendment or supplement shall constitute a waiver of any of the conditions set forth in Section 6. (c) The Company will furnish to the Underwriter and counsel for the Underwriter’s counsel, without charge, executed signed copies of the Registration Statement (including exhibits thereto) and each amendment thereto which shall become effective on or prior to the Closing Date andDate, and so long as delivery of a prospectus by the Underwriter or dealers may be required by the 1933 Act, as many copies of the Final Prospectus and any amendments thereof and supplements thereto as the Underwriter may reasonably request. The Company will pay the expenses of printing all documents relating to the initial offering, provided that any additional expenses incurred in connection with the requirement of delivery of a market-making prospectus, if applicable, will be borne by the Underwriter. (d) [Reserved]. (e) The Company will furnish such information information, execute such instruments and take such action, if any, as may be required and otherwise cooperate in qualifying to qualify the Offered Certificates for sale under the laws of such jurisdictions as the Underwriter may reasonably designate and to will maintain such qualifications in effect so long as required for the distribution of the Offered Certificates; provided, however, that the Company shall not be required to qualify to do business in any jurisdiction where it is not now so qualified or to take any action which that would subject it to general or unlimited service of process in any jurisdiction where it is not now subject to such service of process. (f) The Company will pay or cause to be paid all costs and expenses in connection with the transactions herein contemplated, including, but not limited to, the fees and disbursements of its counsel; the costs and expenses of printing (or otherwise reproducing) and delivering the Pooling Agreement and the Certificates; the fees, costs and expenses of the Trustee (to the extent permitted under the Pooling Agreement, and except to the extent that another party is obligated to pay such amounts thereunder); the fees and disbursements of accountants for the Company; the costs and expenses in connection with the qualification or exemption of the Offered Certificates under state securities or “blue sky” laws, including filing fees and reasonable fees and disbursements of counsel in connection therewith, in connection with the preparation of any blue sky survey and in connection with any determination of the eligibility of the Offered Certificates for investment by institutional investors and the preparation of any legal investment survey; the expenses of printing any such blue sky survey and legal investment survey; the cost and expenses in connection with the preparation, printing and filing of the Registration Statement (including exhibits thereto), the Base Prospectus, the Pricing Free Writing Prospectus and the Final Prospectus, the preparation and production of this Agreement and the delivery to the Underwriter of such copies of the Pricing Free Writing Prospectus and the Final Prospectus as the Underwriter may reasonably request; and the fees of the Rating Agencies (as defined in Section 6 hereof). (g) The Company will enter into the Other Agreements on or prior to the Closing Date. (h) The Company will file with the Commission within fifteen days after the issuance of the Offered Certificates a current report on Form 8-K setting forth specific information concerning the Offered Certificates and the Mortgage Loans to the extent that such information is not set forth in the Prospectus. The Company will also file with the Commission any Free Writing Prospectus (as defined herein) delivered to investors in accordance with Sections 6 and 7 (below) as the Company is required under the rules and regulations thereunder to file, and to do so subjectwithin the applicable period of time prescribed by the rules and regulations. (i) The Company acknowledges and agrees that the Underwriter is acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. In addition, neither the Representative nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters, and the Underwriter shall have no responsibility or liability to the Company with respect thereto. The Company has been advised that the Underwriter and its affiliates are engaged in a broad range of transactions that may involve interests that differ from those of the Company and that the Underwriter has no obligation to disclose such interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship. Any review by the Underwriter of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriter and shall not be on behalf of the Company. (j) The Company will, to the extent that the Underwriter has complied with the terms of Section 5 (below), file with the Commission any Free Writing Prospectus (as defined herein) delivered to investors in accordance with Sections 6 and 7 (below), as the Company is required under the rules and regulations to file, and do so within the applicable period of time prescribed by the rules and regulations.

Covenants of the Company. The Company hereby covenants and agrees with the Underwriter that: (a) Prior to the termination of the offering of the Offered Certificates, the The Company will not file any amendment of use its best efforts to cause the Registration Statement or supplement (including the Final Prospectus) to the Basic Prospectus unless the Company has furnished the Underwriter a copy for their review prior to filing become effective and will not file any such proposed amendment or supplement to which the Underwriter reasonably objects. Subject to the foregoing sentence, the Company will cause the Final Prospectus to be filed with the Commission pursuant to Rule 424. The Company will advise the Underwriter promptly notify you immediately and confirm in writing (i) when the Final Prospectus shall have been filed with the Commission pursuant to Rule 424, (ii) when any amendment to the Registration Statement relating to the Offered Certificates and any amendments thereto shall have become effective, or any supplement to the Prospectus or any amended Prospectus shall have been filed, (iiiii) of any request by the Commission for any amendment of to the Registration Statement or any amendment of or supplement to the Final Prospectus or for any additional information, (iii) of the happening of any event which makes untrue any statement of a material fact made in the Registration Statement or the Prospectus, or which requires the making of a change in the Registration Statement or the Prospectus, in order to make any material statement therein not misleading; and (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of the institution or threatening initiation of any proceeding proceedings for that purpose and (v) purpose, or of the receipt by the Company of any notification with respect to the suspension of the qualification of the Offered Certificates Shares for offering or sale in any jurisdiction jurisdiction, or of the initiation or threatening institution of any proceeding proceedings for such purpose. The ; and the Company will use its best efforts make every reasonable effort to prevent the issuance by the Commission or any governmental agency pursuant to the securities laws of any such jurisdiction of any stop order and, if such stop order shall at any time be issued, to obtain as soon as the lifting thereof at the earliest possible the withdrawal thereof.moment; (b) IfIt will, at promptly from time to time take such actions as you may reasonably request to qualify the Shares for offering and sale under the securities laws of such jurisdictions as you may request and to comply with such laws so as to permit the continuance of sales of Shares therein in such jurisdictions for so long as may be necessary to complete the distribution of the Shares, provided that in connection therewith neither the Company, the Advisor nor the broker shall be required to qualify as a foreign corporation or to file a general consent to service of process in any jurisdiction; (c) The Company will deliver to you, as soon as available, a copy of the Registration Statement as originally filed and each amendment thereto (including exhibits); (d) The Company will deliver promptly to you, as soon as the Registration Statement becomes effective and thereafter from time to time during the period when a prospectus relating to the Offered Certificates Prospectus is required to be delivered under the Act, such number of copies of the Prospectus (as amended or supplemented), as you may reasonably request; and the Company consents to the use of the Prospectus and any amendments or supplements thereto by you and by any Selected Dealers for the purposes contemplated by the Act and this Agreement; (e) During the period when the Prospectus is required to be delivered under the Act, the Company will comply, so far as it is able and at the Company's expense, with all requirements imposed upon it by the Act, as now and as hereafter amended, so far as necessary to permit the continuation of sales of the Shares during such period in accordance with the provisions of this Agreement and of the Prospectus; (f) If any event occurs relating to or affecting the Company shall occur as a result of which it is necessary, in the Final opinion of your counsel, to amend or supplement the Prospectus in order to make the Prospectus not misleading in the light of the circumstances existing at the time it is delivered to a subscriber, the Company will forthwith prepare and furnish to you, without expense to you, a reasonable number of copies of an amendment or amendments of, or a supplement or supplements to, the Prospectus (in form and substance reasonably satisfactory to your counsel) which will amend or supplement the Prospectus so that, as then amended or supplemented would include any supplemented, it will not contain an untrue statement of a material fact or omit to state any a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were madeexisting at the time the Prospectus is delivered to a subscriber, not misleading, or if it shall be necessary to amend or supplement . For the Final Prospectus to comply with the Act or the Exchange Act or the respective rules thereunderpurposes of this subsection, the Company promptly will prepare and file furnish such information with the Commission, subject respect to the first sentence of paragraph (a) of this Section 5, an amendment or supplement which will correct such statement or omission or an amendment which will effect such compliance Company and will use its best efforts any Company properties as you may from time to cause any required post-effective amendment to the Registration Statement containing such amendment to be made effective as soon as possible.time reasonably request; (cg) The Company will furnish to its Shareholders as soon as practicable after the Underwriter end of each fiscal year an annual report (including a balance sheet and counsel for statements of income and cash flows of the UnderwriterCompany certified by independent public accountants) and, without charge, executed copies as soon as practicable after the end of each of the first three quarters of each fiscal year (beginning with the fiscal quarter ending after the effective date of the Registration Statement), summary financial information of the Company for such quarter in reasonable detail; (h) During a period of five years from the effective date of the Registration Statement, the Company will furnish to you copies of all reports or other communications (financial or other) furnished to security holders, and deliver to you (i) as soon as they are available, copies of any reports and 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; (i) The Company, will not, at any time before or after the Registration Statement (including exhibits thereto) and each becomes effective, file any amendment thereto to the Registration Statement or any amendment or supplement to the Prospectus to which you shall reasonably object in writing or which shall become effective on be reasonably disapproved by your counsel promptly after notice thereof; will deliver to you, from time to time, all supplemental sales materials (whether designated solely for broker-dealer use or prior otherwise) proposed to the Closing Date and, so long as delivery of a prospectus be used or delivered by the Underwriter or dealers may be required by the Act, as many copies of the Final Prospectus and any amendments thereof and supplements thereto as the Underwriter may reasonably request. The Company will pay the expenses of printing all documents relating to the initial offering, provided that any additional expenses incurred in connection with the requirement offering of Shares, prior to the use or delivery to third parties of a market-making prospectussuch material, if applicable, and it will not use or deliver any such material to which you shall object or which shall be borne disapproved by the Underwriter.your counsel; and (dj) The Subsequent to the date of this Agreement and through each Closing Date, except as described, contemplated or permitted in the Registration Statement, the Company will furnish such information as may be required and otherwise cooperate in qualifying the Offered Certificates for sale under the laws of such jurisdictions as the Underwriter may reasonably designate and to maintain such qualifications in effect so long as required for the distribution of the Offered Certificates; provided, however, that the Company shall not be required to qualify to do business in any jurisdiction where it is not now so qualified or to take any action (or refrain from taking any action) that will result in the Company incurring any material liability or obligation, direct or contingent, or enter into any material transaction not in the ordinary course of business, and there will not be any material change in the capital stock, long-term debt, notes payable or short-term borrowings of the Company or any issuance of options, warrants or rights to purchase capital stock of the Company, or any declaration or payment or commitment to payor anticipated payment of any dividend or other distribution on the capital stock of the Company, except as contemplated in the Prospectus, which would subject it has resulted in or reasonably could be expected to general result in a material adverse change in the business or unlimited service financial position of process in any jurisdiction where it is not now so subjectthe Company, taken as a whole.

Covenants of the Company. The Company hereby covenants and agrees with the Underwriter that: (a) Prior to the termination of the offering of the Offered Certificates, the Company will not file any amendment of the Registration Statement or supplement (including the Final Prospectus) to the Basic Prospectus unless the Company has furnished the Underwriter a copy for their its review prior to filing and will not file any such proposed amendment or supplement to which the Underwriter reasonably objects. Subject to the foregoing sentence, the Company will cause the Final Prospectus to be filed with the Commission pursuant to Rule 424. The Company will advise the Underwriter promptly (i) when the Final Prospectus shall have been filed with the Commission pursuant to Rule 424, (ii) when any amendment to the Registration Statement relating to the Offered Certificates shall have become effective, (iii) of any request by the Commission for any amendment of the Registration Statement or amendment of or supplement to the Final Prospectus or for any additional information, (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the institution or threatening of any proceeding for that purpose and (v) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Offered Certificates for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose. The Company will use its best efforts to prevent the issuance of any such stop order and, if issued, to obtain as soon as possible the withdrawal thereof. (b) If, at any time when a prospectus relating to the Offered Certificates is required to be delivered under the Act, any event occurs as a result of which the Final Prospectus as then amended or supplemented would include any 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, or if it shall be necessary to amend or supplement the Final Prospectus to comply with the Act or the Exchange Act or the respective rules thereunder, the Company promptly will prepare and file with the Commission, subject to the first sentence of paragraph (a) of this Section 5, an amendment or supplement which will correct such statement or omission or an amendment which will effect such compliance and will use its best efforts to cause any required post-effective amendment to the Registration Statement containing such amendment to be made effective as soon as possible. (c) The Company will furnish to the Underwriter and counsel for the Underwriter, without charge, executed copies of the Registration Statement (including exhibits thereto) and each amendment thereto which shall become effective on or prior to the Closing Date and, so long as delivery of a prospectus by the Underwriter or dealers may be required by the Act, as many copies of the Final Prospectus and any amendments thereof and supplements thereto as the Underwriter may reasonably request. The Company will pay the expenses of printing all documents relating to the initial offering, provided that any additional expenses incurred in connection with the requirement of delivery of a market-making prospectus, if applicable, will be borne by the Underwriter. (d) The Company will furnish such information as may be required and otherwise cooperate in qualifying the Offered Certificates for sale under the laws of such jurisdictions as the Underwriter may reasonably designate and to maintain such qualifications in effect so long as required for the distribution of the Offered Certificates; provided, however, that the Company shall not be required to qualify to do business in any jurisdiction where it is not now so qualified or to take any action which would subject it to general or unlimited service of process in any jurisdiction where it is not now so subject.

Covenants of the Company. The Company hereby covenants and agrees with the Underwriter Underwriters that: (a) Prior The Company will prepare the Pricing Free Writing Prospectus and the Final Prospectus setting forth the amount of Offered Certificates covered thereby and the terms thereof not otherwise specified in the Base Prospectus, the expected proceeds to the termination Company from the sale of such Offered Certificates, and such other information as the Underwriters and the Company may deem appropriate in connection with the offering of the such Offered Certificates, the Company will not file any amendment of the Registration Statement or supplement (including the Final Prospectus) to the Basic Prospectus unless the Company has furnished the Underwriter a copy for their review prior to filing and will not file any such proposed amendment or supplement to which the Underwriter reasonably objects. Subject to the foregoing sentence, the Company will cause the Final Prospectus to be filed with the Commission pursuant to Rule 424. The Company promptly will advise the Underwriter promptly Underwriters or the Underwriters’ counsel (i) when the Pricing Free Writing Prospectus or the Final Prospectus shall have been filed with or transmitted to the Commission for filing pursuant to Rule 433 or Rule 424, as applicable, (ii) when any amendment to the Registration Statement relating to the Offered Certificates shall have become effectiveeffective or any further supplement to the Prospectus shall have been filed with the Commission, (iii) of any proposal or request to amend or supplement the Registration Statement, the Base Prospectus, the Pricing Free Writing Prospectus or the Final Prospectus or any request by the Commission for any amendment of the Registration Statement or amendment of or supplement to the Final Prospectus or for any additional information, (iv) when notice is received from the Commission that any post-effective amendment to the Registration Statement has become or will become effective, (v) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or post-effective amendment thereto or the institution or threatening of any proceeding for that purpose and purpose, (vvi) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Offered Certificates for sale in any jurisdiction or the initiation institution or threatening of any proceeding for such purposethat purpose and (vii) of the occurrence of any event that would cause the Registration Statement, as then in effect, to contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading, or that would cause the Pricing Free Writing Prospectus or the Final Prospectus, as then in effect, to contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Company will use its best efforts to prevent the issuance of any such stop order or suspension and, if issued, to obtain as soon as possible the withdrawal thereof. The Company will cause the Pricing Free Writing Prospectus and the Final Prospectus to be transmitted to the Commission for filing pursuant to Rule 433 and Rule 424 under the 1933 Act, as applicable or will cause the Pricing Free Writing Prospectus and the Final Prospectus to be filed with the Commission pursuant to said Rule 433 and Rule 424, as applicable. (b) If, at any time when a prospectus relating to the Offered Certificates is required to be delivered under the 1933 Act, any event occurs as a result of which the Final Prospectus Prospectus, as then amended or supplemented supplemented, would include contain any 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 light of the circumstances under which they were made, not misleading, or if it shall be necessary in the judgment of the Company or the Underwriters to amend or supplement the Final Prospectus or the Registration Statement to comply with the 1933 Act or the Exchange Act or the respective rules and regulations thereunder, the Company promptly will prepare and file with the Commission, at the expense of the Company, subject to the first sentence of paragraph (a) of this Section 5, an amendment or supplement which that will correct such statement or omission or an amendment which that will effect such compliance and and, if such amendment or supplement is required to be contained in a post-effective amendment to the Registration Statement, the Company will use its best efforts to cause any required post-effective such amendment to the Registration Statement containing such amendment to be made effective as soon as possible. Neither the Underwriters’ consent to nor their distribution of any amendment or supplement shall constitute a waiver of any of the conditions set forth in Section 6. (c) The Company will furnish to the Underwriter Underwriters and counsel for the UnderwriterUnderwriters’ counsel, without charge, executed signed copies of the Registration Statement (including exhibits thereto) and each amendment thereto which shall become effective on or prior to the Closing Date andDate, and so long as delivery of a prospectus by the Underwriter or dealers Underwriters may be required by the 1933 Act, as many copies of the Final Prospectus and any amendments thereof and supplements thereto as the Underwriter Underwriters may reasonably request. The Company will pay the expenses of printing all documents relating to the initial offering, provided that any additional expenses incurred in connection with the requirement of delivery of a market-making prospectus, if applicable, will be borne by the Underwriter. (d) [Reserved]. (e) The Company will furnish such information information, execute such instruments and take such action, if any, as may be required and otherwise cooperate in qualifying to qualify the Offered Certificates for sale under the laws of such jurisdictions as the Underwriter Underwriters may reasonably designate and to will maintain such qualifications in effect so long as required for the distribution of the Offered Certificates; provided, however, that the Company shall not be required to qualify to do business in any jurisdiction where it is not now so qualified or to take any action which that would subject it to general or unlimited service of process in any jurisdiction where it is not now subject to such service of process. (f) The Company will pay or cause to be paid all costs and expenses in connection with the transactions herein contemplated, including, but not limited to, the fees and disbursements of its counsel; the costs and expenses of printing (or otherwise reproducing) and delivering the Pooling Agreement and the Certificates; the fees, costs and expenses of the Trustee (to the extent permitted under the Pooling Agreement, and except to the extent that another party is obligated to pay such amounts thereunder); the fees and disbursements of accountants for the Company; the costs and expenses in connection with the qualification or exemption of the Offered Certificates under state securities or “blue sky” laws, including filing fees and reasonable fees and disbursements of counsel in connection therewith, in connection with the preparation of any blue sky survey and in connection with any determination of the eligibility of the Offered Certificates for investment by institutional investors and the preparation of any legal investment survey; the expenses of printing any such blue sky survey and legal investment survey; the cost and expenses in connection with the preparation, printing and filing of the Registration Statement (including exhibits thereto), the Base Prospectus, the Pricing Free Writing Prospectus and the Final Prospectus, the preparation and production of this Agreement and the delivery to the Underwriters of such copies of the Pricing Free Writing Prospectus and the Final Prospectus as the Underwriters may reasonably request; and the fees of the Rating Agencies (as defined in Section 6 hereof). (g) The Company will enter into the Other Agreements on or prior to the Closing Date. (h) The Company will file with the Commission within fifteen days after the issuance of the Offered Certificates a current report on Form 8-K setting forth specific information concerning the Offered Certificates and the Mortgage Loans to the extent that such information is not set forth in the Prospectus. The Company will also file with the Commission any Free Writing Prospectus (as defined herein) delivered to investors in accordance with Sections 6 and 7 (below) as the Company is required under the rules and regulations therunder to file, and to do so subjectwithin the applicable period of time prescribed by the rules and regulations. (i) The Company acknowledges and agrees that the Underwriters is acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. In addition, neither the Representative nor any other Underwriters is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters, and the Underwriters shall have no responsibility or liability to the Company with respect thereto. The Company has been advised that the Underwriters and their affiliates are engaged in a broad range of transactions that may involve interests that differ from those of the Company and that the Underwriters has no obligation to disclose such interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship. Any review by the Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company. (j) The Company will, to the extent that the Underwriters has complied with the terms of Section 5 (below), file with the Commission any Free Writing Prospectus (as defined herein) delivered to investors in accordance with Sections 6 and 7 (below), as the Company is required under the rules and regulations to file, and do so within the applicable period of time prescribed by the rules and regulations.

Covenants of the Company. The Company hereby covenants and agrees with the Underwriter Representative that: (a) Prior to the termination of the offering of the Offered Certificates, the Company will not file any amendment of the Registration Statement or supplement (including the Final Prospectus) to the Basic Prospectus unless the Company has furnished the Underwriter a copy for their review prior to filing and will not file any such proposed amendment or supplement to which the Underwriter reasonably objects. Subject to the foregoing sentence, the Company will cause the Final Prospectus to be filed with the Commission pursuant to Rule 424. A. The Company will promptly advise the Underwriter promptly Representative and its counsel (i) when the Final Prospectus shall have been filed with the Commission pursuant to Rule 424, (ii) when any amendment to the Registration Statement relating to the Offered Certificates shall have become effective, (iiiii) of any request by the Commission for any amendment of to the Registration Statement or amendment of or supplement to the Final Prospectus or for any additional information, (iviii) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the institution or threatening of any proceeding for that purpose and (viv) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Offered Class A Certificates for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose. The Company will not file any amendment to the Registration Statement or supplement to the Prospectus after the date hereof and prior to the Closing Date for the Certificates unless the Company has furnished the Representative and its counsel copies of such amendment or supplement for their review prior to filing and will not file any such proposed amendment or supplement to which the Underwriter reasonably objects, unless such filing is required by law. The Company will use its best efforts to prevent the issuance of any such stop order suspending the effectiveness of the Registration Statement and, if issued, to obtain as soon as possible the withdrawal thereof. (b) B. If, at any time when a prospectus relating to during the Offered Certificates period in which the Prospectus is required by law to be delivered under the Actdelivered, any event occurs as a result of which the Final Prospectus as then amended or supplemented would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it shall be necessary to amend or supplement the Final Prospectus to comply with the Act or the Exchange Act or rules under the respective rules thereunderAct, the Company will promptly will prepare and file with the Commission, subject to the first sentence of paragraph (a) Paragraph A of this Section 5, an amendment or supplement which that will correct such statement or omission or an amendment which that will effect such compliance and and, if such amendment or supplement is required to be contained in a post-effective amendment to the Registration Statement, will use its best efforts to cause any required post-effective such amendment to of the Registration Statement containing such amendment to be made effective as soon as possible. (c) C. The Company will furnish to the Underwriter and counsel for the UnderwriterRepresentative, without charge, executed copies of the Registration Statement (including exhibits thereto) and each amendment thereto which shall become effective on or prior to the Closing Date and, so long as delivery of a prospectus Prospectus by the Underwriter Underwriters or dealers a dealer may be required by the Act, as many copies of the Final Prospectus Prospectus, as amended or supplemented, and any amendments thereof and supplements thereto as the Underwriter Underwriters may reasonably request. The Company will pay the expenses of printing (or otherwise reproducing) all offering documents relating to the offering of the Class A Certificates. D. As soon as practicable, but not later than sixteen months after the date hereof, the Company will cause the Trust to make generally available to Certificate Owners of the Trust an earnings statement of the Trust covering a period of at least 12 months beginning after the effective date of the Registration Statement which will satisfy the provisions of Section 11(a) of the Act and, at the option of the Company, will satisfy the requirements of Rule 158 under the Act. E. During a period of 20 calendar days from the date as of which this Agreement is executed, neither the Company nor any affiliate of the Company will, without the Representative's prior written consent (which consent shall not be unreasonably withheld), enter into any agreement to offer or sell mortgage loan asset-backed certificates backed by mortgage loans, except pursuant to this Agreement. F. So long as any of the Class A Certificates are outstanding, the Company will cause to be delivered to the Representative (i) all documents required to be distributed to Certificate Owners of the Trust and (ii) from time to time, any other information concerning the Trust filed with any government or regulatory authority that is otherwise publicly available. G. The Company, whether or not the transactions contemplated hereunder are consummated or this Agreement is terminated, will pay all expenses in connection with the transactions contemplated herein, including, but not limited to, the expenses of printing (or otherwise reproducing) all documents relating to the initial offering, provided that any additional the reasonable fees and disbursements of its counsel and expenses of the Representative incurred in connection with (i) the requirement of issuance and delivery of the Certificates, (ii) preparation of all documents specified in this Agreement, (iii) any fees and expenses of the Trustee, the Insurer and any other credit support provider (including legal fees), accounting fees and disbursements, and (iv) any fees charged by investment rating agencies for rating the Class A Certificates. H. The Company agrees that, so long as any of the Class A Certificates shall be outstanding, it will deliver or cause to be delivered to the Representative (i) the annual statement as to compliance delivered to the Trustee pursuant to the Pooling and Servicing Agreement, (ii) the annual statement of a market-making prospectus, if applicable, will firm of independent public accountants furnished to the Trustee pursuant to the Pooling and Servicing Agreement as soon as such statement is furnished to the Company and (iii) any information required to be borne delivered by the UnderwriterCompany or the Servicer to prepare the report by the Trustee pursuant to Section 7.8 of the form of Pooling and Servicing Agreement heretofore delivered to the Representative. (d) I. The Company will furnish such information enter into the Pooling and Servicing Agreement, the Insurance Agreement, and all related agreements on or prior to the Closing Date. J. The Company will endeavor to qualify the Class A Certificates for sale to the extent necessary under any state securities or Blue Sky laws in any jurisdictions as may be required reasonably requested by the Representative, if any, and otherwise cooperate will pay all expenses (including fees and disbursements of counsel) in qualifying connection with such qualification and in connection with the Offered determination of the eligibility of the Class A Certificates for sale investment under the laws of such jurisdictions as the Underwriter Representative may reasonably designate and to maintain such qualifications in effect so long as required for the distribution of the Offered Certificates; provideddesignate, however, that the Company shall not be required to qualify to do business in any jurisdiction where it is not now so qualified or to take any action which would subject it to general or unlimited service of process in any jurisdiction where it is not now so subjectif any.

Covenants of the Company. The Company hereby covenants and agrees with the Underwriter that: (a) Prior to the termination of the offering of the Offered Certificates, the The Company will not file any amendment of use its best efforts to cause the Registration Statement or supplement (including the Final Prospectus) to the Basic Prospectus unless the Company has furnished the Underwriter a copy for their review prior to filing become effective and will not file any such proposed amendment or supplement to which the Underwriter reasonably objects. Subject to the foregoing sentence, the Company will cause the Final Prospectus to be filed with the Commission pursuant to Rule 424. The Company will advise the Underwriter promptly notify you immediately and confirm in writing (i) when the Final Prospectus shall have been filed with the Commission pursuant to Rule 424, (ii) when any amendment to the Registration Statement relating to the Offered Certificates and any amendments thereto shall have become effective, or any supplement to the Prospectus or any amended Prospectus shall have been filed, (iiiii) of any request by the Commission for any amendment of to the Registration Statement or any amendment of or supplement to the Final Prospectus or for any additional information, (iii) of the happening of any event which makes untrue any statement of a material fact made in the Registration Statement or the Prospectus, or which requires the making of a change in the Registration Statement or the Prospectus, in order to make any material statement therein not misleading; and (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of the institution or threatening initiation of any proceeding proceedings for that purpose and (v) purpose, or of the receipt by the Company of any notification with respect to the suspension of the qualification of the Offered Certificates Shares for offering or sale in any jurisdiction jurisdiction, or of the initiation or threatening institution of any proceeding proceedings for such purpose. The ; and the Company will use its best efforts make every reasonable effort to prevent the issuance by the Commission or any governmental agency pursuant to the securities laws of any such jurisdiction of any stop order and, if such stop order shall at any time be issued, to obtain as soon as the lifting thereof at the earliest possible the withdrawal thereof.moment; (b) IfIt will, at promptly from time to time take such actions as you may reasonably request to qualify the Shares for offering and sale under the securities laws of such jurisdictions as you may request and to comply with such laws so as to permit the continuance of sales of Shares therein in such jurisdictions for so long as may be necessary to complete the distribution of the Shares, provided that in connection therewith neither the Company, the Advisor nor the Broker shall be required to qualify as a foreign corporation or to file a general consent to service of process in any jurisdiction; (c) The Company will deliver to you, as soon as available, a copy of the Registration Statement as originally filed and each amendment thereto (including exhibits); (d) The Company will deliver promptly to you, as soon as the Registration Statement becomes effective and thereafter from time to time during the period when a prospectus relating to the Offered Certificates Prospectus is required to be delivered under the Act, such number of copies of the Prospectus (as amended or supplemented), as you may reasonably request; and the Company consents to the use of the Prospectus and any amendments or supplements thereto by you and by any Selected Dealers for the purposes contemplated by the Act and this Agreement; (e) During the period when the Prospectus is required to be delivered under the Act, the Company will comply, so far as it is able and at the Company's expense, with all requirements imposed upon it by the Act, as now and as hereafter amended, so far as necessary to permit the continuation of sales of the Shares during such period in accordance with the provisions of this Agreement and of the Prospectus; (f) If any event occurs relating to or affecting the Company shall occur as a result of which it is necessary, in the Final opinion of your counsel, to amend or supplement the Prospectus in order to make the Prospectus not misleading in the light of the circumstances existing at the time it is delivered to a subscriber, the Company will forthwith prepare and furnish to you, without expense to you, a reasonable number of copies of an amendment or amendments of, or a supplement or supplements to, the Prospectus (in form and substance reasonably satisfactory to your counsel) which will amend or supplement the Prospectus so that, as then amended or supplemented would include any supplemented, it will not contain an untrue statement of a material fact or omit to state any a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were madeexisting at the time the Prospectus is delivered to a subscriber, not misleading, or if it shall be necessary to amend or supplement . For the Final Prospectus to comply with the Act or the Exchange Act or the respective rules thereunderpurposes of this subsection, the Company promptly will prepare and file furnish such information with the Commission, subject respect to the first sentence of paragraph (a) of this Section 5, an amendment or supplement which will correct such statement or omission or an amendment which will effect such compliance Company and will use its best efforts any Company properties as you may from time to cause any required post-effective amendment to the Registration Statement containing such amendment to be made effective as soon as possible.time reasonably request; (cg) The Company will furnish to its Shareholders as soon as practicable after the Underwriter end of each fiscal year an annual report (including a balance sheet and counsel for statements of income and cash flows of the UnderwriterCompany certified by independent public accountants) and, without charge, executed copies as soon as practicable after the end of each of the first three quarters of each fiscal year (beginning with the fiscal quarter ending after the effective date of the Registration Statement), summary financial information of the Company for such quarter in reasonable detail; (h) During a period of five years from the effective date of the Registration Statement, the Company will furnish to you copies of all reports or other communications (financial or other) furnished to securityholders, and deliver to you (i) as soon as they are available, copies of any reports and 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; (i) The Company, will not, at any time before or after the Registration Statement (including exhibits thereto) and each becomes effective, file any amendment thereto to the Registration Statement or any amendment or supplement to the Prospectus to which you shall reasonably object in writing or which shall become effective on be reasonably disapproved by your counsel promptly after notice thereof; will deliver to you, from time to time, all supplemental sales materials (whether designated solely for broker-dealer use or prior otherwise) proposed to the Closing Date and, so long as delivery of a prospectus be used or delivered by the Underwriter or dealers may be required by the Act, as many copies of the Final Prospectus and any amendments thereof and supplements thereto as the Underwriter may reasonably request. The Company will pay the expenses of printing all documents relating to the initial offering, provided that any additional expenses incurred in connection with the requirement offering of Shares, prior to the use or delivery to third parties of a market-making prospectussuch material, if applicable, and it will not use or deliver any such material to which you shall object or which shall be borne disapproved by the Underwriter.your counsel; and (dj) The Subsequent to the date of this Agreement and through each Closing Date, except as described, contemplated or permitted in the Registration Statement, the Company will furnish such information as may be required and otherwise cooperate in qualifying the Offered Certificates for sale under the laws of such jurisdictions as the Underwriter may reasonably designate and to maintain such qualifications in effect so long as required for the distribution of the Offered Certificates; provided, however, that the Company shall not be required to qualify to do business in any jurisdiction where it is not now so qualified or to take any action (or refrain from taking any action) that will result in the Company incurring any material liability or obligation, direct or contingent, or enter into any material transaction not in the ordinary course of business, and there will not be any material change in the capital stock, long-term debt, notes payable or short-term borrowings of the Company or any issuance of options, warrants or rights to purchase capital stock of the Company, or any declaration or payment or commitment to pay or anticipated payment of any dividend or other distribution on the capital stock of the Company, except as contemplated in the Prospectus, which would subject it has resulted in or reasonably could be expected to general result in a material adverse change in the business or unlimited service financial position of process in any jurisdiction where it is not now so subjectthe Company, taken as a whole.

Covenants of the Company. The Company hereby covenants and agrees with the Underwriter thatas follows: (a) Prior In accordance with the Securities Act and the rules and regulations promulgated thereunder, and subject to the termination terms and provisions of the offering of the Offered Certificatesthis Agreement, the Company will not shall use its reasonable best efforts to prepare and file any amendment of with the Registration Statement or supplement Commission a registration statement as expeditiously as reasonably possible. (including the Final Prospectusb) Not less than two business days prior to the Basic Prospectus unless the Company has furnished the Underwriter filing of a copy for their review prior to filing and will not file registration statement or any such proposed related prospectus or any amendment or supplement to which the Underwriter reasonably objects. Subject thereto, furnish to the foregoing sentence, the Company will cause the Final Prospectus Holders copies of all such documents proposed to be filed which documents will be subject to the review of the Holders and the counsel to the Holders. (c) Use its reasonable best efforts to prepare and file with the Commission pursuant such amendments, including post-effective amendments, to Rule 424. The Company will advise the Underwriter registration statement and the prospectus used in connection therewith as may be necessary to keep the registration statement continuously effective as to the applicable Registrable Securities for the Effectiveness Period in the case of a Demand Registration. (d) Notify the Holders as promptly as practicable: (iA)(1) when a prospectus or any prospectus supplement or post-effective amendment to a registration statement is proposed to be filed hereunder; (2) when the Final Prospectus shall have been filed with Commission notifies the Company whether there will be a “review” of such registration statement and whenever the Commission pursuant to Rule 424, comments in writing on such registration statement; and (ii3) when any amendment with respect to the Registration Statement relating to registration statement or any post-effective amendment, when the Offered Certificates shall have same has become effective, ; (iiiB) of any request by the Commission or any other Federal or state governmental authority for any amendment of the Registration Statement amendments or amendment of or supplement supplements to the Final Prospectus registration statement or prospectus or for any additional information, ; (ivC) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement registration statement covering any or all of the Registrable Securities or the institution or threatening initiation of any proceeding proceedings for that purpose and purpose; (vD) of the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Offered Certificates Registrable Securities for sale in any jurisdiction jurisdiction, or the initiation or threatening of any proceeding for such purpose. The Company will use its best efforts to prevent ; and (E) of the issuance occurrence of any such stop order and, if issued, event or passage of time that makes the financial statements included in the registration statement ineligible for inclusion therein or any statement made in the registration statement or prospectus or any document incorporated or deemed to obtain as soon as possible the withdrawal thereof. (b) If, at be incorporated therein by reference untrue in any time when a prospectus relating material respect or that requires any revisions to the Offered Certificates is required to be delivered under registration statement, prospectus or other documents so that, in the Actcase of the registration statement or the prospectus, any event occurs as a result of which the Final Prospectus as then amended or supplemented would include case may be, it will not contain any 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 light of the circumstances under which they were made, not misleading, or if it shall be necessary to amend or supplement the Final Prospectus to comply with the Act or the Exchange Act or the respective rules thereunder, the Company promptly will prepare and file with the Commission, subject to the first sentence of paragraph (a) of this Section 5, an amendment or supplement which will correct such statement or omission or an amendment which will effect such compliance and will use its best efforts to cause any required post-effective amendment to the Registration Statement containing such amendment to be made effective as soon as possible. (ce) The Company will furnish Prior to any public offering of Registrable Securities, use its commercially reasonable efforts to register or qualify or cooperate with the Underwriter and counsel for the Underwriter, without charge, executed copies of the Registration Statement (including exhibits thereto) and each amendment thereto which shall become effective on or prior to the Closing Date and, so long as delivery of a prospectus by the Underwriter or dealers may be required by the Act, as many copies of the Final Prospectus and any amendments thereof and supplements thereto as the Underwriter may reasonably request. The Company will pay the expenses of printing all documents relating to the initial offering, provided that any additional expenses incurred selling holders in connection with the requirement registration or qualification (or exemption from such registration or qualification) of delivery of a market-making prospectus, if applicable, will be borne by the Underwriter. (d) The Company will furnish such information as may be required Registrable Securities for offer and otherwise cooperate in qualifying the Offered Certificates for sale under the securities or Blue Sky laws of all jurisdictions within the United States reasonably requested by Holders, to keep each such registration or qualification (or exemption therefrom) under this Agreement hereof effective during the Effectiveness Period and to do any and all other acts or things necessary or advisable to enable the disposition in such jurisdictions as the Underwriter may reasonably designate and to maintain such qualifications in effect so long as required for the distribution of the Offered CertificatesRegistrable Securities covered by the registration statement; provided, however, that the Company shall not be required to qualify generally to do business in any jurisdiction where it is not now then so qualified qualified, subject the Company to any material tax in any such jurisdiction where it is not then so subject or file a general consent to take any action which would subject it to general or unlimited service of process in any jurisdiction where such jurisdiction. (f) Cooperate with the Holders to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be delivered to a transferee pursuant to the registration statement, and to enable such Registrable Securities to be in such denominations and registered in such names as any such persons may request. (g) With a view to making available to the Holders of Registrable Securities the benefits of Rule 144 (or its successor rule) under the Securities Act and any other rule or regulation of the Commission that may at any time permit such Holders to sell Registrable Securities to the public without registration, the Company covenants and agrees to: (i) make and keep public information available, as those terms are understood and defined in Rule 144 under the Securities Act until the earlier of: (A) such date as all of the Registrable Securities may be resold to the public without volume restrictions pursuant to Rule 144(k) under the Securities Act or any other rule of similar effect or (B) such date as all of the Registrable Securities shall have been resold; (ii) file with the Commission in a timely manner all reports and other documents required to be so filed pursuant to Rule 144(c) under the Securities Act in order to permit the Holders of the Registrable Securities to be entitled to transfer the Registrable Securities without registration pursuant to Rule 144 under the Securities Act; and (iii) furnish to each Holder of Registrable Securities upon request: (A) a written statement by the Company that it has complied with the reporting requirements of the Exchange Act and (B) such other information as may be reasonably requested in order to avail such Holder of any rule or regulation of the Commission that permits the selling of any such Registrable Securities without registration. (h) The Company will pay all costs, fees and expenses in connection with any registration statement filed pursuant to this Agreement, including, without limitation, all registration and filing fees, the Company’s legal and accounting fees, printing expenses and blue sky fees and expenses; provided, however, that the Holders shall be solely responsible for the fees of any counsel and other experts retained by the Holders in connection with such registration and any transfer taxes or underwriting discounts, selling commissions or selling fees applicable to the Registrable Securities sold by the Holders pursuant thereto. (i) The Company shall use its reasonable best efforts to list the Registrable Securities covered by such registration statement with each securities exchange or interdealer quotation system or other market on which similar securities of the Company are then listed. (j) The Company will furnish to each Holder and to his legal counsel, (a) promptly after a registration statement is filed hereunder with the Commission, one copy of the registration statement and any amendments thereto, each preliminary prospectus and final prospectus and each amendment or supplement thereto; and (b) a number of copies of a prospectus, including a preliminary prospectus, and all amendments and supplements thereto, and such other documents as each Holder may reasonably request to facilitate the disposition of the Registrable Securities owned by such Holder. The Company will promptly notify each Holder and his designated counsel by facsimile or email of the effectiveness of the applicable registration statement and any post-effective amendment. (k) The Company will permit Holders’ legal counsel to review the registration statement and all amendments and supplements thereto a reasonable amount of time prior to their filing with the Commission, and will not now so subjectfile any document in a form to which such counsel reasonably objects, unless otherwise required by law in the opinion of the Company’s counsel. The sections of any such registration statement, including information with respect to each Holder, such Holder’s beneficial ownership of securities of the Company or such Holder’s intended method of disposition of Registrable Securities, must conform to the information provided to the Company by each Holder or his counsel, except for such changes resulting from Commission comments. (l) At the joint request of the Holders, the Company will promptly prepare and file with the Commission such amendments (including post-effective amendments) and supplements to the registration statement, and the prospectus used in connection with the registration statement, as may be necessary in order to change the plan of distribution in a manner reasonably requested by the Holders jointly set forth in such registration statement; provided however, such change shall not provide for the disposition of the Registrable Securities on the basis of an underwritten offering and may be modified as required by the Commission or as deemed necessary or appropriate by the Company to respond to Commission comments or to comply with applicable law.

Covenants of the Company. The Company hereby covenants and agrees with the Underwriter several Underwriters that: (a) Prior The Company will cause the Preliminary Prospectus and the Prospectus to the termination be filed pursuant to and in compliance with Rule 424(b) of the offering of the Offered Certificates, 1933 Act Regulations; the Company will not file advise the Underwriters promptly of (x) the filing of any amendment of the Registration Statement or supplement (including the Final Prospectus) to the Basic Prospectus unless the Company has furnished the Underwriter a copy for their review prior to filing and will not file any such proposed amendment or supplement to which the Underwriter reasonably objects. Subject to the foregoing sentenceRegistration Statement, the Company will cause Base Prospectus, the Final Prospectus to be filed with the Commission pursuant to Rule 424. The Company will advise the Underwriter promptly (i) when the Final Prospectus shall have been filed with the Commission pursuant to Rule 424, (ii) when any amendment to the Registration Statement relating to the Offered Certificates shall have become effective, (iii) of any request by the Commission for any amendment of the Registration Statement or amendment of or supplement to the Final Preliminary Prospectus or for any additional informationthe Prospectus, and (ivy) of the issuance institution by the Commission of any stop order suspending the effectiveness proceedings in respect of the Registration Statement or the institution or threatening of any proceeding for that purpose and (v) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Offered Certificates for sale in any jurisdiction or the initiation or threatening of any proceeding for such purposeStatement. The Company will use its best efforts to prevent the issuance of any such stop order and, if issued, and to obtain as soon as possible the withdrawal thereofits lifting, if issued. (b) If, If at any time when a prospectus relating to the Offered Certificates Bonds (or the notice referred to in Rule 173(a) of the 1933 Act Regulations) is required to be delivered under the Act, 1933 Act any event occurs as a result of which the Final Pricing Disclosure Package or the Prospectus as then amended or supplemented would include any an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it shall be is necessary at any time to amend the Pricing Disclosure Package or supplement the Final Prospectus to comply with the Act or the Exchange Act or the respective rules thereunder1933 Act, the Company promptly will prepare and file with the CommissionCommission an amendment, subject a supplement or an appropriate document pursuant to Section 13 or 14 of the first sentence of paragraph (a) of this Section 5, an amendment or supplement 1934 Act which will correct such statement or omission or an amendment which will effect such compliance and will use its best efforts to cause any required post-effective amendment to the Registration Statement containing such amendment to be made effective as soon as possiblecompliance. (c) The Company, during the period when a prospectus relating to the Bonds is required to be delivered under the 1933 Act, will timely file all documents required to be filed with the Commission pursuant to Section 13 or 14 of the 1934 Act. (d) Without the prior consent of the Underwriters, the Company has not made and will not make any offer relating to the Bonds that would constitute a “free writing prospectus” as defined in Rule 405 of the 1933 Act Regulations, other than the Permitted Free Writing Prospectus; each Underwriter, severally and not jointly, represents and agrees that, without the prior consent of the Company, it has not made and will not make any offer relating to the Bonds that would constitute a “free writing prospectus” as defined in Rule 405 of the 1933 Act Regulations, other than a Permitted Free Writing Prospectus or a free writing prospectus that is not required to be filed by the Company pursuant to Rule 433 of the 1933 Act Regulations (“Rule 433”); any such free writing prospectus (which shall include the pricing term sheet discussed in Section 5(e) below), the use of which has been consented to by the Company and the Underwriters, is specified in Item 3 of Schedule B hereto. The Company represents that it has treated and agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping. (e) The Company agrees to prepare a pricing term sheet specifying the terms of the Bonds not contained in the Preliminary Prospectus, substantially in the form of Schedule C hereto and approved by the Representatives on behalf of the Underwriters, and to file such pricing term sheet as an “issuer free writing prospectus” pursuant to Rule 433 prior to the close of business two business days after the date hereof. (f) The Company agrees that if at any time following the issuance of a Permitted Free Writing Prospectus any event occurs as a result of which such Permitted Free Writing Prospectus would conflict with the information (not superseded or modified) in the Registration Statement, the Pricing Disclosure Package or the Prospectus or would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances then prevailing, not misleading, the Company will give prompt notice thereof to the Underwriters and, if requested by the Underwriters, will prepare and furnish without charge to each Underwriter a free writing prospectus or other document, the use of which has been consented to by the Underwriters, which will correct such conflict, statement or omission; provided, however, that this covenant shall not apply to any statements or omissions made in reliance upon and in conformity with written information furnished to the Company by the Representatives on behalf of the Underwriters specifically for use in the Registration Statement, the Pricing Disclosure Package or the Prospectus. (g) The Company will timely make generally available to its securityholders as soon as practicable an earnings statement for the purposes of the last paragraph of Section 11(a) of the 1933 Act. (h) The Company will furnish to the Underwriter and counsel for the Underwriteryou, without charge, executed copies of the Registration Statement (including three of which will include all exhibits thereto) other than those incorporated by reference), the Pricing Disclosure Package and each amendment thereto which shall become effective on or prior to the Closing Date andProspectus, so long as delivery of a prospectus by the Underwriter or dealers may be required by the Act, as many copies of the Final Prospectus and any all amendments thereof and supplements thereto to such documents, in each case as the Underwriter may soon as available and in such quantities as you reasonably request. The Company will pay the expenses of printing all documents relating to the initial offering, provided that any additional expenses incurred in connection with the requirement of delivery of a market-making prospectus, if applicable, will be borne by the Underwriter. (di) The Company will furnish such information as may be required and otherwise arrange or cooperate in qualifying arrangements for the Offered Certificates qualification of the Bonds for sale under the laws of such jurisdictions as the Underwriter may reasonably you designate and to maintain will continue such qualifications in effect so long as required for the distribution of the Offered Certificatesdistribution; provided, however, that the Company shall not be required to qualify to do business in any jurisdiction where it is not now so qualified as a foreign corporation or to take file any action which would subject it general consent to general or unlimited service of process in under the laws of any jurisdiction state where it is not now so subject. (j) The Company will pay all expenses incident to the performance of its obligations under this Agreement including (i) the printing and filing of the Registration Statement and the printing of this Agreement and any Blue Sky Survey, (ii) the preparation and printing of certificates for the Bonds, (iii) the issuance and delivery of the Bonds as specified herein, (iv) the fees and disbursements of counsel for the Underwriters in connection with the qualification of the Bonds under the securities laws of any jurisdiction in accordance with the provisions of Section 5(i) and in connection with the preparation of the Blue Sky Survey (such fees not to exceed $5,000), (v) the printing and delivery to the Underwriters, in quantities as hereinabove referred to, of copies of the Registration Statement and any amendments thereto, of the Preliminary Prospectus, of the Prospectus, of any Permitted Free Writing Prospectus and any amendments or supplements thereto, (vi) any fees charged by independent rating agencies for rating the Bonds, (vii) any fees and expenses in connection with the listing of the Bonds on the New York Stock Exchange, (viii) any filing fee required by the Financial Industry Regulatory Authority, (ix) the costs of any depository arrangements for the Bonds with DTC or any successor depositary and (x) the costs and expenses of the Company relating to investor presentations on any “road show” undertaken in connection with the marketing of the offering of the Bonds, including, without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company, travel and lodging expenses of the Underwriters and officers of the Company and any such consultants, and the cost of any aircraft chartered in connection with the road show; provided, however, the Underwriters shall reimburse a portion of the costs and expenses referred to in this clause (x).

Covenants of the Company. The Company hereby covenants and agrees with the Underwriter Underwriters that: (a) Prior to the termination of the offering of the Offered Certificates, the The Company will not file any amendment of to the Registration Statement (other than by reason of Rule 429 under the 1933 Act) or any supplement (including the Final Prospectus) to the Basic Prospectus relating to or affecting the Underwritten Certificates, unless the Company has furnished the Underwriter a copy to you for their your review prior to filing filing, and will not file any such proposed amendment or supplement to which the Underwriter you reasonably objectsobject. Subject to the foregoing sentence, the Company will cause the Final Prospectus Supplement to be transmitted to the Commission for filing pursuant to Rule 424 under the 1933 Act or will cause the Prospectus Supplement to be filed with the Commission pursuant to said Rule 424. The Company promptly will advise you or counsel for the Underwriter promptly Underwriters (i) when the Final Prospectus Supplement shall have been filed with or transmitted to the Commission for filing pursuant to Rule 424, (ii) when any amendment to the Registration Statement relating to the Offered Certificates shall have become effective, (iii) of any request by the Commission for any amendment of to amend the Registration Statement or amendment of or supplement to the Final Prospectus Supplement or for any additional informationinformation in respect of the offering contemplated hereby, (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto which shall have become effective on or prior to the Closing Date or the institution or threatening of any proceeding for that purpose purpose, and (v) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Offered Underwritten Certificates for sale in any jurisdiction or the initiation institution or threatening of any proceeding for such that purpose. The Company will use its best efforts to prevent the issuance of any such stop order or suspension and, if issued, to obtain as soon as possible the withdrawal thereof. (b) If, at any time when a prospectus relating to the Offered Underwritten Certificates is required to be delivered under the 1933 Act, any event occurs as a result of which the Final Prospectus Prospectus, as then amended or supplemented supplemented, would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it shall be necessary to amend or supplement the Final Prospectus to comply with the 1933 Act or the Exchange Act or the respective rules and regulations thereunder, the Company promptly will prepare and file with the Commission, at the expense of the Company, subject to the first sentence of paragraph (a) of this Section 5, an amendment or supplement which that will correct such statement or omission or an amendment which that will effect such compliance and and, if such amendment or supplement is required to be contained in a post-effective amendment to the Registration Statement, the Company will use its best efforts to cause any required post-effective such amendment to the Registration Statement containing such amendment to be made effective as soon as possible. (c) The Company will furnish to the Underwriter you and to counsel for the UnderwriterUnderwriters, without charge, executed signed copies of the Registration Statement (including exhibits thereto) and each amendment thereto which shall become effective on or prior to the Closing Date Date, and, upon request, to each other Underwriter a copy of the Registration Statement (without exhibits thereto) and each such amendment and, so long as delivery of a prospectus by the an Underwriter or dealers dealer may be required by the 1933 Act, as many copies of any Preliminary Prospectus Supplement, the Final Prospectus Supplement and the Basic Prospectus and any amendments thereof and supplements thereto as the Underwriter you may reasonably request. The Company will pay the expenses of printing all documents relating to the initial offering, provided that any additional expenses incurred in connection with the requirement of delivery of a market-making prospectus, if applicable, will be borne by the Underwriter. (d) The Company will furnish such information information, execute such instruments and take such action, if any, as may be required and otherwise cooperate in qualifying to qualify the Offered Underwritten Certificates for sale under the laws of such jurisdictions as the Underwriter you may reasonably designate and to will maintain such qualifications in effect so long as required for the distribution of the Offered Underwritten Certificates; provided, however, that the Company shall not be required to qualify to do business in any jurisdiction where it is not now so qualified or to take any action which that would subject it to general or unlimited service of process in any jurisdiction where it is not now so subjectsubject to such service of process. (e) The Company will pay, or cause to be paid, all costs and expenses in connection with the transactions herein contemplated, including, but not limited to, the fees and disbursements of its counsel; the costs and expenses of printing (or otherwise reproducing) and delivering the Pooling and Servicing Agreement and the Underwritten Certificates; the fees and disbursements of accountants for the Company; the reasonable out-of-pocket costs and expenses in connection with the qualification or exemption of the Underwritten Certificates under state securities or "Blue Sky" laws, including filing fees and reasonable fees and disbursements of counsel in connection therewith, in connection with the preparation of any "Blue Sky" survey and in connection with any determination of the eligibility of the Underwritten Certificates for investment by institutional investors and the preparation of any legal investment survey; the expenses of printing any such "Blue Sky" survey and legal investment survey; the cost and expenses in connection with the preparation, printing and filing of the Registration Statement (including exhibits thereto), the Basic Prospectus, the Preliminary Prospectus Supplement, if any, and the Prospectus Supplement, the preparation and printing of this Agreement and the delivery to the Underwriters of such copies of the Basic Prospectus and each Preliminary Prospectus Supplement, if any, and Prospectus Supplement as you may reasonably request; the fees of the Rating Agencies that are rating the Underwritten Certificates; and the reasonable fees and disbursements of counsel to the Underwriters. (f) To the extent that the Pooling and Servicing Agreement provides that the Underwriters are to receive any notices or reports, or have any other rights thereunder, the Company will enforce the rights of the Underwriters under the Pooling and Servicing Agreement and will not consent to any amendment of the Pooling and Servicing Agreement that would adversely affect such rights of the Underwriters. (g) The Company shall, as to itself, and the Company, or pursuant to the Pooling and Servicing Agreement the Trustee, will be required to, as to the Trust Fund, satisfy and comply with all reporting requirements of the Securities Exchange Act of 1934, as amended (the "1934 Act"), and the rules and regulations thereunder. The Company will also file with the Commission a report on Form 8-K setting forth all Computational Materials and Term Sheets provided to the Company by an Underwriter and identified by it as such within the time period allotted for such filing pursuant to the No-Action Letters; provided, however, that prior to such filing of the Computational Materials and Term Sheets by the Company, each Underwriter must comply with its obligations pursuant to Section 4(b). The Company shall file any corrected Computational Materials described in Section 4(b)(vi) as soon as practicable following receipt thereof. (h) The Company shall take all reasonable action necessary to enable the Rating Agencies to provide their respective credit ratings of the Underwritten Certificates as described in the Prospectus.

Covenants of the Company. The Company hereby covenants and agrees with the Underwriter that: (a) Prior The Company will deliver at its expense to the Placement Agent copies of the Memorandum and of any amendments or supplements thereto, including all exhibits and other documents included therein, in such quantities as the Placement Agent may reasonably request. (b) If an event affecting the Company occurs prior to the termination of the offering Offering which, in the reasonable opinion of legal counsel to the Company or of legal counsel to the Placement Agent, should be set forth in a supplement to or an amendment of the Offered CertificatesMemorandum, the Company will not file any amendment of the Registration Statement or supplement (including the Final Prospectus) at its expense prepare and furnish to the Basic Prospectus unless Placement Agent copies of such supplement or amendment in such quantities as the Company has furnished Placement Agent may reasonably request so that the Underwriter a copy for their review prior to filing and Memorandum, as so supplemented or amended, will not file any such proposed amendment or supplement to which the Underwriter reasonably objects. Subject to the foregoing sentence, the Company will cause the Final Prospectus to be filed with the Commission pursuant to Rule 424. The Company will advise the Underwriter promptly (i) when the Final Prospectus shall have been filed with the Commission pursuant to Rule 424, (ii) when any amendment to the Registration Statement relating to the Offered Certificates shall have become effective, (iii) of any request by the Commission for any amendment of the Registration Statement or amendment of or supplement to the Final Prospectus or for any additional information, (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the institution or threatening of any proceeding for that purpose and (v) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Offered Certificates for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose. The Company will use its best efforts to prevent the issuance of any such stop order and, if issued, to obtain as soon as possible the withdrawal thereof. (b) If, at any time when a prospectus relating to the Offered Certificates is required to be delivered under the Act, any event occurs as a result of which the Final Prospectus as then amended or supplemented would include contain any untrue statement statements of a material fact or omit to state any material fact necessary in order to make the statements therein, therein not misleading in light of the circumstances under which they were are made, not misleading, or if it shall be necessary to amend or supplement the Final Prospectus to comply with the Act or the Exchange Act or the respective rules thereunder, the Company promptly will prepare and file with the Commission, subject to the first sentence of paragraph (a) of this Section 5, an amendment or supplement which will correct such statement or omission or an amendment which will effect such compliance and will use its best efforts to cause any required post-effective amendment to the Registration Statement containing such amendment to be made effective as soon as possible. (c) The Company will furnish make available, during business hours, at its offices, upon advance notice, during the course of the Offering and prior to sale, to each offeree or the offeree's representative, or both, such information in addition to that contained in the Memorandum and any supplement or amendment thereto, concerning the Company and any other relevant matter relating to the Underwriter and counsel for the Underwriter, without charge, executed copies of the Registration Statement (including exhibits thereto) and each amendment thereto which shall become effective on or prior to the Closing Date and, so long as delivery of a prospectus by the Underwriter or dealers may be required by the Act, as many copies of the Final Prospectus and any amendments thereof and supplements thereto Offering as the Underwriter may reasonably requestCompany possesses or can acquire without unreasonable effort or expense. The Company will pay also make available, during business hours, to each offeree or the expenses offeree's representative the opportunity to ask questions of, and receive answers from, the Company concerning the terms and conditions of printing all documents relating the Offering and to the initial offering, provided that inspect any additional expenses incurred in connection with information, which the requirement Company possesses or can acquire without unreasonable effort or expense, that is necessary to verify the accuracy of delivery of a market-making prospectus, if applicable, will be borne by the Underwriterany information furnished. (d) The Company will furnish cooperate with the Placement Agent to ensure that the Offering and sale of the Shares complies in all material respects with the requirements of the 1933 Act, the 1934 Act and all applicable Blue Sky Laws. (e) The Company will, in a timely manner, file with the Commission, a Form D relating to the Shares, and will cooperate with the Placement Agent in making other filings, and pay all filing fees, required under the Blue Sky Laws of such information states as the Placement Agent may reasonably request. (f) The Company will use its reasonable commercial efforts to expend the proceeds of the Offering and to operate its business in the manner described in the Memorandum, subject to such changes as may be required and otherwise cooperate reasonably necessary or desirable in qualifying the Offered Certificates for sale under the laws exercise of such jurisdictions as the Underwriter may reasonably designate and to maintain such qualifications in effect so long as required for the distribution of the Offered Certificates; provided, however, that the Company shall not be required to qualify to do prudent business in any jurisdiction where it is not now so qualified or to take any action which would subject it to general or unlimited service of process in any jurisdiction where it is not now so subjectjudgment.

Covenants of the Company. The Company hereby covenants and agrees with the Underwriter Broker-Dealer that: 2.1 It will, at no expense to the Broker-Dealer, furnish the Broker-Dealer with such number of printed copies of the Registration Statement, including all amendments, supplements and exhibits thereto, as the Broker-Dealer may reasonably request. It will similarly furnish to the Broker-Dealer and others designated by the Broker-Dealer as many copies as the Broker-Dealer may reasonably request in connection with the Offering of: (a) Prior the Prospectus in preliminary and final form and every form of supplemental or amended prospectus; (b) this Agreement; and (c) any other printed sales literature or other materials (provided that the use of said sales literature and other materials has been first approved for use by the Company and all appropriate regulatory agencies). 2.2 It will furnish such proper information and execute and file such documents as may be necessary for the Company to qualify the Shares for offer and sale under the securities laws of such jurisdictions as the Broker-Dealer may reasonably designate and will file and make in each year such statements and reports as may be required. The Company will furnish to the termination Broker-Dealer a copy of the offering of the Offered Certificates, such papers filed by the Company will in connection with any such qualification. 2.3 It will: (a) if not file effective upon the date hereof, use its best efforts to cause the Registration Statement to become effective; (b) furnish copies of any proposed amendment or supplement of the Registration Statement or supplement (including the Final Prospectus) Prospectus to the Basic Prospectus unless the Company has furnished the Underwriter a copy for their review prior to filing and will not Broker-Dealer; (c) file any such proposed every amendment or supplement to which the Underwriter reasonably objects. Subject to the foregoing sentence, the Company will cause the Final Prospectus to be filed with the Commission pursuant to Rule 424. The Company will advise the Underwriter promptly (i) when the Final Prospectus shall have been filed with the Commission pursuant to Rule 424, (ii) when any amendment to the Registration Statement relating to the Offered Certificates shall have become effective, (iii) of any request by the Commission for any amendment of the Registration Statement or amendment of or supplement to the Final Prospectus or for any additional information, (iv) of the issuance that may be required by the Commission of SEC; and (d) if at any time the SEC shall issue any stop order suspending the effectiveness of the Registration Statement or the institution or threatening of any proceeding for that purpose and (v) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Offered Certificates for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose. The Company Statement, it will use its best efforts to prevent obtain the issuance lifting of any such stop order and, if issued, to obtain as soon as at the earliest possible the withdrawal thereoftime. (b) If, 2.4 If at any time when a prospectus relating to the Offered Certificates Prospectus is required to be delivered under the Act, Securities Act any event occurs as a result of which which, in the Final opinion of either the Company or the Broker-Dealer, the Prospectus as or any other prospectus then amended or supplemented in effect would include any an untrue statement of a material fact or or, in view of the circumstances under which they were made, omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, therein not misleading, or if it shall be necessary to amend or supplement the Final Prospectus to comply with the Act or the Exchange Act or the respective rules thereunder, the Company will promptly notify the Broker-Dealer thereof (unless the information shall have been received from the Broker-Dealer) and will prepare and file with effect the Commission, subject to the first sentence preparation of paragraph (a) of this Section 5, an amendment amended or supplement supplemental prospectus which will correct such statement or omission or an amendment which will effect such compliance and will use its best efforts to cause any required post-effective amendment to the Registration Statement containing such amendment to be made effective as soon as possible. (c) The Company will furnish to the Underwriter and counsel for the Underwriter, without charge, executed copies of the Registration Statement (including exhibits thereto) and each amendment thereto which shall become effective on or prior to the Closing Date and, so long as delivery of a prospectus by the Underwriter or dealers may be required by the Act, as many copies of the Final Prospectus and any amendments thereof and supplements thereto as the Underwriter may reasonably requestomission. The Company will pay the expenses of printing all documents relating to the initial offering, provided that any additional expenses incurred in connection with the requirement of delivery of a market-making prospectus, if applicable, will be borne by the Underwriter. (d) The Company will furnish then promptly prepare such information amended or supplemental prospectus or prospectuses as may be required and otherwise cooperate in qualifying necessary to comply with the Offered Certificates for sale under the laws requirements of such jurisdictions as the Underwriter may reasonably designate and to maintain such qualifications in effect so long as required for the distribution Section 10 of the Offered Certificates; provided, however, that the Company shall not be required to qualify to do business in any jurisdiction where it is not now so qualified or to take any action which would subject it to general or unlimited service of process in any jurisdiction where it is not now so subjectSecurities Act.

Covenants of the Company. The Company hereby covenants and agrees with the Underwriter thatseveral Underwriters, Arconic and each Selling Stockholder that in connection with the offering of the Shares: (a) Prior The Company will file any Issuer Free Writing Prospectus to the termination of extent required by Rule 433 under the offering of the Offered Certificates, the Company will not file any amendment of the Registration Statement or supplement (including the Final Prospectus) to the Basic Prospectus unless the Company has furnished the Underwriter a copy for their review prior to filing Act and will not file any such proposed amendment or supplement to which the Underwriter reasonably objects. Subject to the foregoing sentence, the Company will cause the Final Prospectus to be filed with the Commission pursuant to and in accordance with Rule 424. The 424(b) not later than the time required by such rules. (b) Prior to the Closing Date, the Company will advise the Underwriter Representatives promptly (i) when the Final Prospectus shall have been filed with the Commission pursuant to Rule 424, (ii) when any amendment to the Registration Statement relating to the Offered Certificates shall have become effective, (iii) of any request by the Commission for proposal to prepare, use, authorize, approve, refer to or file any amendment of Issuer Free Writing Prospectus or to amend or supplement the Registration Statement or the Prospectus and will afford the Representatives a reasonable opportunity to comment on any such proposed Issuer Free Writing Prospectus or amendment of or supplement and the Company will also advise the Representatives promptly of any use, authorization, approval, reference to or filing of any Issuer Free Writing Prospectus, the Final Prospectus filing of any such amendment or for any additional information, (iv) supplement and of the issuance institution by the Commission of any stop order suspending proceedings or any proceedings pursuant to Section 8A of the effectiveness Act in respect of the Registration Statement or the institution or threatening of any proceeding for that purpose parts thereof and (v) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Offered Certificates for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose. The Company will use its best efforts to prevent the issuance of any such stop order and, if issued, and to obtain as soon as possible the withdrawal thereofits lifting, if issued. (b1) If, at any time when a prospectus relating to the Offered Certificates Shares is required to be delivered under the Act, or required to be delivered but for Rule 172 under the Act (the “Prospectus Delivery Period”), any event occurs as a result of which the Final Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it is necessary at any time to amend the Prospectus to comply with the Act, the Company promptly will prepare and file with the Commission an amendment or supplement which will correct such statement or omission or an amendment which will effect such compliance and (2) if at any time prior to the Closing Date (i) any event shall occur or condition shall exist as a result of which the Time of Sale Information as then amended or supplemented would include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were madecircumstances, not misleading, misleading or if (ii) it shall be is necessary to amend or supplement the Final Prospectus Time of Sale Information to comply with the Act or the Exchange Act or the respective rules thereunderlaw, the Company promptly will immediately notify the Underwriters thereof and forthwith prepare and and, subject to paragraph (b) above, file with the Commission, subject Commission (to the first sentence extent required) and furnish to the Underwriters and to such dealers as the Representatives may designate, such amendments or supplements to the Time of paragraph (a) Sale Information as may be necessary so that the statements in the Time of this Section 5Sale Information as so amended or supplemented will not, an in the light of the circumstances, be misleading or so that the Time of Sale Information will comply with law. Neither the Representatives’ consent to, nor the Underwriters’ delivery of, any such amendment or supplement which will correct such statement or omission or an amendment which will effect such compliance and will use its best efforts to cause shall constitute a waiver of any required post-effective amendment to the Registration Statement containing such amendment to be made effective as soon as possible. (c) The Company will furnish to the Underwriter and counsel for the Underwriter, without charge, executed copies of the Registration Statement (including exhibits thereto) and each amendment thereto which shall become effective on or prior to the Closing Date and, so long as delivery of a prospectus by the Underwriter or dealers may be required by the Act, as many copies of the Final Prospectus and any amendments thereof and supplements thereto as the Underwriter may reasonably request. The Company will pay the expenses of printing all documents relating to the initial offering, provided that any additional expenses incurred conditions set forth in connection with the requirement of delivery of a market-making prospectus, if applicable, will be borne by the UnderwriterSection 8. (d) The Company will furnish to the Representatives copies of the Registration Statement, including all exhibits, any prospectus, any related preliminary prospectus supplement, any related Issuer Free Writing Prospectus, any Time of Sale Information, the Prospectus and all amendments and supplements to such information documents, in each case as may be required soon as available and otherwise cooperate in qualifying such quantities as are reasonably requested. (e) The Company will arrange for the Offered Certificates qualification of the Shares and the determination of their eligibility for sale investment under the laws of such jurisdictions as the Underwriter may reasonably Representatives designate and to maintain will continue such qualifications in effect so long as required for the distribution of the Offered Certificates; provideddistribution, however, provided that the Company shall not be required to qualify as a foreign corporation or to do business take any action that would subject it to general service of process in any such jurisdiction where it is not now so presently qualified or to take any action which would subject it to general or unlimited service of process in any jurisdiction where it would be subject to taxation as a foreign corporation. (f) The Company will cause the Shares to be duly authorized for listing by NYSE as promptly as practicable after the Closing Date. (g) During the period of three years after the date of this Agreement, the Company will furnish to the Representatives (i) as soon as available, a copy of each definitive proxy statement of the Company filed with the Commission under the Exchange Act or mailed to shareholders, unless it is not now so subjectotherwise available on the Commission’s XXXXX system, and (ii) from time to time, such other information concerning the Company as the Representatives may reasonably request. (h) The Company will pay all expenses incident to the performance of its obligations under this Agreement, including all (i) registration, qualification and filing fees, (ii) fees and expenses of compliance with securities or blue sky Laws (including reasonable fees and disbursements of counsel in connection with blue sky qualifications within the United States of the Shares), (iii) printing expenses, messenger, telephone and delivery expenses, (iv) fees and disbursements of counsel for the Company and customary fees and expenses for independent certified public accountants retained by the Company (including the expenses of any comfort letters or costs associated with the delivery by the Company’s independent certified public accountants of comfort letters customarily requested by underwriters), and (v) fees and expenses of listing the Shares on the NYSE and the filing fee of FINRA relating to the Shares.

Covenants of the Company. The Company hereby covenants and agrees with the Underwriter Underwriters that: (a) Prior The Company will prepare the Pricing Free Writing Prospectus and the Final Prospectus setting forth the amount of Offered Certificates covered thereby and the terms thereof not otherwise specified in the Base Prospectus, the expected proceeds to the termination Company from the sale of such Offered Certificates, and such other information as the Underwriters and the Company may deem appropriate in connection with the offering of the such Offered Certificates, the Company will not file any amendment of the Registration Statement or supplement (including the Final Prospectus) to the Basic Prospectus unless the Company has furnished the Underwriter a copy for their review prior to filing and will not file any such proposed amendment or supplement to which the Underwriter reasonably objects. Subject to the foregoing sentence, the Company will cause the Final Prospectus to be filed with the Commission pursuant to Rule 424. The Company promptly will advise the Underwriter promptly Underwriters or the Underwriters’ counsel (i) when the Pricing Free Writing Prospectus or the Final Prospectus shall have been filed with or transmitted to the Commission for filing pursuant to Rule 433 or Rule 424, as applicable, (ii) when any amendment to the Registration Statement relating to the Offered Certificates shall have become effectiveeffective or any further supplement to the Prospectus shall have been filed with the Commission, (iii) of any proposal or request to amend or supplement the Registration Statement, the Base Prospectus, the Pricing Free Writing Prospectus or the Final Prospectus or any request by the Commission for any amendment of the Registration Statement or amendment of or supplement to the Final Prospectus or for any additional information, (iv) when notice is received from the Commission that any post-effective amendment to the Registration Statement has become or will become effective, (v) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or post-effective amendment thereto or the institution or threatening of any proceeding for that purpose and purpose, (vvi) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Offered Certificates for sale in any jurisdiction or the initiation institution or threatening of any proceeding for such purposethat purpose and (vii) of the occurrence of any event that would cause the Registration Statement, as then in effect, to contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading, or that would cause the Pricing Free Writing Prospectus or the Final Prospectus, as then in effect, to contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Company will use its best efforts to prevent the issuance of any such stop order or suspension and, if issued, to obtain as soon as possible the withdrawal thereof. The Company will cause the Pricing Free Writing Prospectus and the Final Prospectus to be transmitted to the Commission for filing pursuant to Rule 433 and Rule 424 under the 1933 Act, as applicable or will cause the Pricing Free Writing Prospectus and the Final Prospectus to be filed with the Commission pursuant to said Rule 433 and Rule 424, as applicable. (b) If, at any time when a prospectus relating to the Offered Certificates is required to be delivered under the 1933 Act, any event occurs as a result of which the Final Prospectus Prospectus, as then amended or supplemented supplemented, would include contain any 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 light of the circumstances under which they were made, not misleading, or if it shall be necessary in the judgment of the Company or the Underwriters to amend or supplement the Final Prospectus or the Registration Statement to comply with the 1933 Act or the Exchange Act or the respective rules and regulations thereunder, the Company promptly will prepare and file with the Commission, at the expense of the Company, subject to the first sentence of paragraph (a) of this Section 5, an amendment or supplement which that will correct such statement or omission or an amendment which that will effect such compliance and and, if such amendment or supplement is required to be contained in a post-effective amendment to the Registration Statement, the Company will use its best efforts to cause any required post-effective such amendment to the Registration Statement containing such amendment to be made effective as soon as possible. Neither the Underwriters’ consent to nor their distribution of any amendment or supplement shall constitute a waiver of any of the conditions set forth in Section 6. (c) The Company will furnish to the Underwriter Underwriters and counsel for the UnderwriterUnderwriters’ counsel, without charge, executed signed copies of the Registration Statement (including exhibits thereto) and each amendment thereto which shall become effective on or prior to the Closing Date andDate, and so long as delivery of a prospectus by the Underwriter or dealers Underwriters may be required by the 1933 Act, as many copies of the Final Prospectus and any amendments thereof and supplements thereto as the Underwriter Underwriters may reasonably request. The Company will pay the expenses of printing all documents relating to the initial offering, provided that any additional expenses incurred in connection with the requirement of delivery of a market-making prospectus, if applicable, will be borne by the Underwriter. (d) [Reserved]. (e) The Company will furnish such information information, execute such instruments and take such action, if any, as may be required and otherwise cooperate in qualifying to qualify the Offered Certificates for sale under the laws of such jurisdictions as the Underwriter Underwriters may reasonably designate and to will maintain such qualifications in effect so long as required for the distribution of the Offered Certificates; provided, however, that the Company shall not be required to qualify to do business in any jurisdiction where it is not now so qualified or to take any action which that would subject it to general or unlimited service of process in any jurisdiction where it is not now subject to such service of process. (f) The Company will pay or cause to be paid all costs and expenses in connection with the transactions herein contemplated, including, but not limited to, the fees and disbursements of its counsel; the costs and expenses of printing (or otherwise reproducing) and delivering the Pooling Agreement and the Certificates; the fees, costs and expenses of the Trustee (to the extent permitted under the Pooling Agreement, and except to the extent that another party is obligated to pay such amounts thereunder); the fees and disbursements of accountants for the Company; the costs and expenses in connection with the qualification or exemption of the Offered Certificates under state securities or “blue sky” laws, including filing fees and reasonable fees and disbursements of counsel in connection therewith, in connection with the preparation of any blue sky survey and in connection with any determination of the eligibility of the Offered Certificates for investment by institutional investors and the preparation of any legal investment survey; the expenses of printing any such blue sky survey and legal investment survey; the cost and expenses in connection with the preparation, printing and filing of the Registration Statement (including exhibits thereto), the Base Prospectus, the Pricing Free Writing Prospectus and the Final Prospectus, the preparation and production of this Agreement and the delivery to the Underwriters of such copies of the Pricing Free Writing Prospectus and the Final Prospectus as the Underwriters may reasonably request; and the fees of the Rating Agencies (as defined in Section 6 hereof). (g) The Company will enter into the Other Agreements on or prior to the Closing Date. (h) The Company will file with the Commission within fifteen days after the issuance of the Offered Certificates a current report on Form 8-K setting forth specific information concerning the Offered Certificates and the Mortgage Loans to the extent that such information is not set forth in the Prospectus. The Company will also file with the Commission any Free Writing Prospectus (as defined herein) delivered to investors in accordance with Sections 6 and 7 (below) as the Company is required under the rules and regulations thereunder to file, and to do so subjectwithin the applicable period of time prescribed by the rules and regulations. (i) The Company acknowledges and agrees that the Underwriters is acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. In addition, neither the Representative nor any other Underwriters is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters, and the Underwriters shall have no responsibility or liability to the Company with respect thereto. The Company has been advised that the Underwriters and their affiliates are engaged in a broad range of transactions that may involve interests that differ from those of the Company and that the Underwriters has no obligation to disclose such interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship. Any review by the Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company. (j) The Company will, to the extent that the Underwriters has complied with the terms of Section 5 (below), file with the Commission any Free Writing Prospectus (as defined herein) delivered to investors in accordance with Sections 6 and 7 (below), as the Company is required under the rules and regulations to file, and do so within the applicable period of time prescribed by the rules and regulations.

Covenants of the Company. The Company hereby covenants and agrees with the Underwriter that: (a) Prior to the termination of the offering of the Offered Certificates, the The Company will not file any amendment of use its best efforts to cause the Registration Statement or supplement (including the Final Prospectus) to the Basic Prospectus unless the Company has furnished the Underwriter a copy for their review prior to filing become effective and will not file any such proposed amendment or supplement to which the Underwriter reasonably objects. Subject to the foregoing sentence, the Company will cause the Final Prospectus to be filed with the Commission pursuant to Rule 424. The Company will advise the Underwriter promptly notify you immediately and confirm in writing (i) when the Final Prospectus shall have been filed with the Commission pursuant to Rule 424, (ii) when any amendment to the Registration Statement relating to the Offered Certificates and any amendments thereto shall have become effective, or any supplement to the Prospectus or any amended Prospectus shall have been filed, (iiiii) of any request by the Commission for any amendment of to the Registration Statement or any amendment of or supplement to the Final Prospectus or for any additional information, (iii) of the happening of any event which makes untrue any statement of a material fact made in the Registration Statement or the Prospectus, or which requires the making of a change in the Registration Statement or the Prospectus, in order to make any material statement therein not misleading; and (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of the institution or threatening initiation of any proceeding proceedings for that purpose and (v) purpose, or of the receipt by the Company of any notification with respect to the suspension of the qualification of the Offered Certificates Units for offering or sale in any jurisdiction jurisdiction, or of the initiation or threatening institution of any proceeding proceedings for such purpose. The ; and the Company will use its best efforts make every reasonable effort to prevent the issuance by the Commission or any governmental agency pursuant to the securities laws of any such jurisdiction of any stop order and, if such stop order shall at any time be issued, to obtain as soon as the lifting thereof at the earliest possible the withdrawal thereof.moment; (b) IfIt will, at promptly from time to time take such actions as you may reasonably request to qualify the Units for offering and sale under the securities laws of such jurisdictions as you may request and to comply with such laws so as to permit the continuance of sales of Units therein in such jurisdictions for so long as may be necessary to complete the distribution of the Units, provided that in connection therewith neither the Company, the Advisor nor the broker shall be required to qualify as a foreign corporation or to file a general consent to service of process in any jurisdiction; (c) The Company will deliver to you, as soon as available, a copy of the Registration Statement as originally filed and each amendment thereto (including exhibits); (d) The Company will deliver promptly to you, as soon as the Registration Statement becomes effective and thereafter from time to time during the period when a prospectus relating to the Offered Certificates Prospectus is required to be delivered under the Act, such number of copies of the Prospectus (as amended or supplemented), as you may reasonably request; and the Company consents to the use of the Prospectus and any amendments or supplements thereto by you and by any Selected Dealers for the purposes contemplated by the Act and this Agreement; (e) During the period when the Prospectus is required to be delivered under the Act, the Company will comply, so far as it is able and at the Company’s expense, with all requirements imposed upon it by the Act, as now and as hereafter amended, so far as necessary to permit the continuation of sales of the Units during such period in accordance with the provisions of this Agreement and of the Prospectus; (f) If any event occurs relating to or affecting the Company shall occur as a result of which it is necessary, in the Final opinion of your counsel, to amend or supplement the Prospectus in order to make the Prospectus not misleading in the light of the circumstances existing at the time it is delivered to a subscriber, the Company will forthwith prepare and furnish to you, without expense to you, a reasonable number of copies of an amendment or amendments of, or a supplement or supplements to, the Prospectus (in form and substance reasonably satisfactory to your counsel) which will amend or supplement the Prospectus so that, as then amended or supplemented would include any supplemented, it will not contain an untrue statement of a material fact or omit to state any a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were madeexisting at the time the Prospectus is delivered to a subscriber, not misleading, or if it shall be necessary to amend or supplement . For the Final Prospectus to comply with the Act or the Exchange Act or the respective rules thereunderpurposes of this subsection, the Company promptly will prepare and file furnish such information with the Commission, subject respect to the first sentence of paragraph (a) of this Section 5, an amendment or supplement which will correct such statement or omission or an amendment which will effect such compliance Company and will use its best efforts any Company properties as you may from time to cause any required post-effective amendment to the Registration Statement containing such amendment to be made effective as soon as possible.time reasonably request; (cg) The Company will furnish to its Shareholders as soon as practicable after the Underwriter end of each fiscal year an annual report (including a balance sheet and counsel for statements of income and cash flows of the UnderwriterCompany certified by independent public accountants) and, without charge, executed copies as soon as practicable after the end of each of the first three quarters of each fiscal year (beginning with the fiscal quarter ending after the effective date of the Registration Statement), summary financial information of the Company for such quarter in reasonable detail; (h) During a period of five years from the effective date of the Registration Statement, the Company will furnish to you copies of all reports or other communications (financial or other) furnished to securityholders, and deliver to you (i) as soon as they are available, copies of any reports and 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; (i) The Company, will not, at any time before or after the Registration Statement (including exhibits thereto) and each becomes effective, file any amendment thereto to the Registration Statement or any amendment or supplement to the Prospectus to which you shall reasonably object in writing or which shall become effective on be reasonably disapproved by your counsel promptly after notice thereof; will deliver to you, from time to time, all supplemental sales materials (whether designated solely for broker-dealer use or prior otherwise) proposed to the Closing Date and, so long as delivery of a prospectus be used or delivered by the Underwriter or dealers may be required by the Act, as many copies of the Final Prospectus and any amendments thereof and supplements thereto as the Underwriter may reasonably request. The Company will pay the expenses of printing all documents relating to the initial offering, provided that any additional expenses incurred in connection with the requirement offering of Units, prior to the use or delivery to third parties of a market-making prospectussuch material, if applicable, and it will not use or deliver any such material to which you shall object or which shall be borne disapproved by the Underwriter.your counsel; and (dj) The Subsequent to the date of this Agreement and through each Closing Date, except as described, contemplated or permitted in the Registration Statement, the Company will furnish such information as may be required and otherwise cooperate in qualifying the Offered Certificates for sale under the laws of such jurisdictions as the Underwriter may reasonably designate and to maintain such qualifications in effect so long as required for the distribution of the Offered Certificates; provided, however, that the Company shall not be required to qualify to do business in any jurisdiction where it is not now so qualified or to take any action (or refrain from taking any action) that will result in the Company incurring any material liability or obligation, direct or contingent, or enter into any material transaction not in the ordinary course of business, and there will not be any material change in the capital stock, long-term debt, notes payable or short-term borrowings of the Company or any issuance of options, warrants or rights to purchase capital stock of the Company, or any declaration or payment or commitment to pay or anticipated payment of any dividend or other distribution on the capital stock of the Company, except as contemplated in the Prospectus, which would subject it has resulted in or reasonably could be expected to general result in a material adverse change in the business or unlimited service financial position of process in any jurisdiction where it is not now so subjectthe Company, taken as a whole.

Covenants of the Company. The Company hereby covenants and agrees with the each Underwriter that: (a) Prior to After the termination of the offering of the Offered Certificatesdate hereof, the Company will not at any time, whether before or after the Effective Date, file any amendment of the Registration Statement or supplement (including the Final Prospectus) to the Basic Prospectus unless the Company has furnished the Underwriter a copy for their review prior to filing and will not file any such proposed amendment or supplement to which the Underwriter reasonably objects. Subject to the foregoing sentence, the Company will cause the Final Prospectus to be filed with the Commission pursuant to Rule 424. The Company will advise the Underwriter promptly (i) when the Final Prospectus shall have been filed with the Commission pursuant to Rule 424, (ii) when any amendment to the Registration Statement relating or the Prospectus, or any supplement to the Offered Certificates Prospectus, of which the Representative shall not previously have been advised and furnished with a copy, or to which the Representative or the Underwriters' counsel shall have reasonably objected in writing on the ground that it is not in compliance with the Act or the Rules and Regulations. (b) The Company will use its best efforts to cause the Registration Statement to become effective (provided, however, the Company shall not cause the Registration Statement to become effective without the written consent of VTR) and will advise the Representative, (i) when the Registration Statement shall have become effective and when any amendment thereto shall have become effective, (iii) of and when any request by the Commission for any amendment of the Registration Statement or amendment of or supplement to the Final Prospectus shall be filed with the Commission, (ii) when the Commission shall make request or suggestion for any amendment to the Registration Statement or the Prospectus or for any additional informationinformation and the nature and substance thereof, and (iviii) of the issuance by the Commission of any stop an order suspending the effectiveness of the Registration Statement or of the institution or threatening initiation of any proceeding proceedings for that purpose purpose, and (v) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Offered Certificates for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose. The Company will use its best efforts to prevent the issuance of any such stop an order, or if such an order and, if shall be issued, to obtain as soon as possible the withdrawal thereofthereof at the earliest possible moment. (bc) If, at any time when a prospectus relating to the Offered Certificates is required to be delivered under the Act, any event occurs as a result of which the Final Prospectus as then amended or supplemented would include any 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, or if it shall be necessary to amend or supplement the Final Prospectus to comply with the Act or the Exchange Act or the respective rules thereunder, the The Company promptly will prepare and file with the Commission, subject promptly upon the request of the Representative, such amendments, or supplements to the first sentence Registration Statement or Prospectus, in form and substance satisfactory to counsel to the Company, as in the reasonable opinion of paragraph (a) Xxxxxxxxx & Xxxxxxxxx, LLP, as counsel to the Underwriters, may be necessary or advisable in connection with the offering or distribution of this Section 5the Units, an amendment or supplement which will correct such statement or omission or an amendment which will effect such compliance and will diligently use its best efforts to cause any required post-effective amendment the same to the Registration Statement containing such amendment to be made effective as soon as possible. (c) The Company will furnish to the Underwriter and counsel for the Underwriter, without charge, executed copies of the Registration Statement (including exhibits thereto) and each amendment thereto which shall become effective on or prior to the Closing Date and, so long as delivery of a prospectus by the Underwriter or dealers may be required by the Act, as many copies of the Final Prospectus and any amendments thereof and supplements thereto as the Underwriter may reasonably request. The Company will pay the expenses of printing all documents relating to the initial offering, provided that any additional expenses incurred in connection with the requirement of delivery of a market-making prospectus, if applicable, will be borne by the Underwritereffective. (d) The Company will furnish will, at its expense, when and as requested by the Representative, supply all necessary documents, exhibits and information, and execute all such information applications, instruments and papers as may be required and otherwise cooperate required, in qualifying the Offered Certificates opinion of the Underwriters' counsel, to qualify the Units or such part thereof as the Representative may determine, for sale under the laws so-called "Blue Sky" Laws of such jurisdictions states as the Underwriter may reasonably designate Representative shall designate, and to maintain continue such qualifications qualification in effect so long as required for the purposes of the distribution of the Offered Certificates; Units, provided, however, that the Company shall not be required to qualify to do business as a foreign corporation or dealer in any jurisdiction where it is not now so qualified securities or to take any action which would subject it file a consent to general or unlimited service of process in any jurisdiction where state in any action other than one arising out of the offering or sale of the Units. (e) The Company will, at its own expense, file and provide, and continue to file and provide, such reports, financial statements and other information as may be required by the Commission, or the proper public bodies of the States in which the Units may be qualified for sale, for so long as required by applicable law, rule or regulation and will provide the Representative with copies of all such registrations, filings and reports on a timely basis. (f) During the period of five years from the Effective Date, the Company will deliver to the Underwriter a copy of each annual report of the Company, and will deliver to the Underwriter (i) within 50 days after the end of each of the Company's first three quarter-yearly fiscal periods, a balance sheet of the Company as at the end of such quarter-yearly period, together with a statement of its income and a statement of changes in its cash flow for such period (Form 10-Q or 10-QSB), all in reasonable detail, signed by its principal financial or accounting officer, (ii) within 105 days after the end of each fiscal year, a balance sheet of the Company as at the end of such fiscal year, together with a statement of its income and statement of cash flow for such fiscal year (Form 10-K or 10-KSB), such balance sheet and statement of cash flow for such fiscal year to be in reasonable detail and to be accompanied by a certificate or report of independent public accountants, (who may be the regular accountants for the Company), (iii) as soon as available a copy of every other report (financial or other) mailed to the stockholders, and (iv) as soon as available a copy of every non-confidential report and financial statement furnished to or filed with the Commission or with any securities exchange pursuant to requirements by or agreement with such exchange or the Commission pursuant to the Securities Exchange Act of 1934, as amended (the "1934 Act"), or any regulations of the Commission thereunder. If and for so long as the Company has one or more active subsidiaries, the financial statements required by (i) and (ii) above shall be furnished on a consolidated basis in respect of the Company and all of the Company's subsidiaries. The financial statements referred to in (ii) shall also be furnished to all of the stockholders of the Company as soon as practicable after the 105 days referred to therein. (g) The Company represents that with respect to the Warrants and the shares of Common Stock, it will prepare and file a Registration Statement with the Commission pursuant to Section 12 of the 1934 Act, prior to the Effective Date with a request that such Registration Statement will become effective on the Effective Date. The Company understands that, to register, it must prepare and file with the Securities and Exchange Commission a General Form of Registration of Securities (Form 8-A or Form 10). In addition, the Company agrees to qualify its Units, Common Stock and the Warrants for listing on the OTC Bulletin Board on the Effective Date and will take all reasonable and necessary and appropriate action so that the securities continue to be listed for trading on the OTC Bulletin Board for at least ten years from the Effective Date provided the Company otherwise complies with the prevailing maintenance requirements. In addition, at such time as the Company qualifies for listing its securities on the National Market System of NASDAQ, the Company will use its best efforts to have the Company's Units and components thereof listed on the National Market System of NASDAQ in lieu of both listing as Small-Cap Issues on NASDAQ and on the _________ Exchange. For so long as the Company is a reporting company under the 1934 Act, the Company shall comply with all periodic reporting and proxy solicitation requirements imposed by the Commission pursuant to the 1934 Act. (h) The Company will make generally available to its security holders, as soon as practicable, but in no event later than 15 months after the Effective Date, an earnings statement of the Company (which need not now so subjectbe audited) in reasonable detail, covering a period of at least twelve months beginning after the Effective Date, which earnings statement shall satisfy the provisions of Section 11(a) of the Act. (i) The Company will, on or about the Effective Date, apply for listing in Standard and Poor's Corporation Records and Standard & Poor's Monthly Stock Guide and shall use its best efforts to have the Company listed in such reports for a period of not less than ten (10) years from the Closing Date. The Company will request accelerated treatment in the Daily News Supplement of Standard and Poor's Corporation Records. (j) The Company shall cause the Board of Directors to meet, at least quarterly, upon proper notice; and, the Representative shall receive notice of any regular or special meetings of the Company's Board of Directors concurrently with the sending of such notice to the Company's directors and shall have the right to have a representative attend such meeting as an observer, but this right shall be suspended (i) three years after the Effective Date or (ii) at any time a designee of the Underwriter is a member of or advisor to the Company's Board of Directors as more fully set forth in Section 17 below. (k) The Company shall employ the services of an auditing firm acceptable to the Representative in connection with the preparation of the financial statements required to be included in the Registration Statement and shall continue to appoint such auditors or such other auditors as are reasonably acceptable to the Representative for a period of five (5) years following the Effective Date of the Registration Statement. Said financial statements shall be prepared in accordance with Item 310 of Regulation S-B under the Rules and Regulations. The Company shall appoint American Stock Transfer & Trust Co., New York, New York as transfer agent for the Common Stock (the "Transfer Agent") and as warrant agent for the Warrants. (l) Prior to the Effective Date, the Company will enter into employment contracts with Xxxxxxx X. Xxxxxx and Xxxxxx X. Xxxxxx satisfactory to the Representative. (m) Within ninety (90) days subsequent to the Effective Date, the Company will furnish "Key Man" Life Insurance in the amount of $1,000,000 on the life of Xxxxxxx X. Xxxxxx with the Company as the beneficiary thereof and the Company shall pay the annual premiums, therefore, for a period of not less than five years from the Effective Date. (n) The Company will for a period of five years: (i) Furnish to the Representative and to the Company's shareholders annual audited financial statements contained in an annual report and unaudited financial statements contained in quarterly reports for each of the Company's first three quarters. (ii) [intentionally deleted] (iii) At its expense, shall cause its regularly engaged independent certified public accountants to review (but not audit) the Company's financial statements for each of the first three (3) fiscal quarters prior to the announcement of quarterly financial information, the filing of the Company's Form 10-Q or 10-QSB quarterly report and the mailing of quarterly financial information to security holders. (o) Unless and until such time as the securities of the Company are listed on the New York Stock Exchange, the American Stock Exchange or NASDAQ/NMS, the Company shall cause its legal counsel to provide the Representative with a survey, to be updated at least annually, for 5 years, of those states in which the securities of the Company may be traded in non-issuer transactions under the Blue Sky laws of the states and the basis for such authority. At closing, the first such survey shall be delivered by the Underwriter's legal counsel, Xxxxxxxxx & Xxxxxxxxx, LLP. (p) As soon as practicable after the Closing Date, the Company will deliver to the Representative and its counsel a total of three bound volumes of copies of all documents relating to the public offering which is the subject of this Agreement. (q) The Company, for a period of at least three years following the public offering, shall retain the services of a financial public relations firm(s) satisfactory to the Representative, said agreement(s) to commence no later than 30 days after the Closing of the public offering. (r) Stock certificates and Warrant certificates shall be first submitted to the Representative for approval prior to printing. The Company shall, as promptly as possible, after filing the Registration Statement with the Commission, obtain a CUSIP number for the Units, shares and Unit Warrants and have each of the securities eligible for closing through Depository Trust Company. (s) The Company will not issue and sell any of its securities not contemplated by the Registration Statement for twenty four months from the date of this agreement.

Covenants of the Company. The Company hereby covenants and agrees with the Underwriter Underwriters that: (a) Prior to the termination of the offering of the Offered Certificates, the The Company will not file any amendment of to the Registration Statement or any supplement (including the Final Prospectus) to the Basic Prospectus relating to or affecting the Underwritten Certificates, unless the Company has furnished the Underwriter a copy to you for their your review prior to filing filing, and will not file any such proposed amendment or supplement to which the Underwriter you reasonably objectsobject. Subject to the foregoing sentence, the Company will cause the Final Prospectus Supplement to be transmitted to the Commission for filing pursuant to Rule 424 under the 1933 Act or will cause the Prospectus Supplement to be filed with the Commission pursuant to said Rule 424. The Company promptly will advise you or counsel for the Underwriter promptly Underwriters (i) when the Final Prospectus Supplement shall have been filed with or transmitted to the Commission for filing pursuant to Rule 424, (ii) when any amendment to the Registration Statement relating to the Offered Certificates shall have become effective, (iii) of any request by the Commission for any amendment of to amend the Registration Statement or amendment of or supplement to the Final Prospectus Supplement or for any additional informationinformation in respect of the offering contemplated hereby, (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto which shall have become effective on or prior to the Closing Date or the institution or threatening of any proceeding for that purpose purpose, and (v) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Offered Underwritten Certificates for sale in any jurisdiction or the initiation institution or threatening of any proceeding for such that purpose. The Company will use its best efforts to prevent the issuance of any such stop order or suspension and, if issued, to obtain as soon as possible the withdrawal thereof. (b) If, at any time when a prospectus relating to the Offered Underwritten Certificates is required to be delivered under the 1933 Act, any event occurs as a result of which the Final Prospectus Prospectus, as then amended or supplemented supplemented, would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it shall be necessary to amend or supplement the Final Prospectus to comply with the 1933 Act or the Exchange Act or the respective rules and regulations thereunder, the Company promptly will prepare and file with the Commission, at the expense of the Company, subject to the first sentence of paragraph (a) of this Section 5, an amendment or supplement which that will correct such statement or omission or an amendment which that will effect such compliance and and, if such amendment or supplement is required to be contained in a post-effective amendment to the Registration Statement, the Company will use its best efforts to cause any required post-effective such amendment to the Registration Statement containing such amendment to be made effective as soon as possible. (c) The Company will furnish to the Underwriter you and to counsel for the UnderwriterUnderwriters, without charge, executed signed copies of the Registration Statement (including exhibits thereto) and each amendment thereto which shall become effective on or prior to the Closing Date Date, and to each other Underwriter a copy of the Registration Statement (without exhibits thereto) and each such amendment and, so long as delivery of a prospectus by the an Underwriter or dealers dealer may be required by the 1933 Act, as many copies of any Preliminary Prospectus Supplement, the Final Prospectus Supplement and the Basic Prospectus and any amendments thereof and supplements thereto as the Underwriter you may reasonably request. The Company will pay the expenses of printing all documents relating to the initial offering, provided that any additional expenses incurred in connection with the requirement of delivery of a market-making prospectus, if applicable, will be borne by the Underwriter. (d) The Company will furnish such information information, execute such instruments and take such action, if any, as may be required and otherwise cooperate in qualifying to qualify the Offered Underwritten Certificates for sale under the laws of such jurisdictions as the Underwriter you may reasonably designate and to will maintain such qualifications in effect so long as required for the distribution of the Offered Underwritten Certificates; provided, however, that the Company shall not be required to qualify to do business in any jurisdiction where it is not now so qualified or to take any action which that would subject it to general or unlimited service of process in any jurisdiction where it is not now so subjectsubject to such service of process. (e) The Company will pay, or cause to be paid, all costs and expenses in connection with the transactions herein contemplated, including, but not limited to, the fees and disbursements of its counsel; the costs and expenses of printing (or otherwise reproducing) and delivering the Pooling and Servicing Agreement and the Underwritten Certificates; the fees and disbursements of accountants for the Company; the costs and expenses in connection with the qualification or exemption of the Underwritten Certificates under state securities or "blue sky" laws, including filing fees and reasonable fees and disbursements of counsel in connection therewith, in connection with the preparation of any blue sky survey and in connection with any determination of the eligibility of the Underwritten Certificates for investment by institutional investors and the preparation of any legal investment survey; the expenses of printing any such blue sky survey and legal investment survey; the cost and expenses in connection with the preparation, printing and filing of the Registration Statement (including exhibits thereto), the Basic Prospectus, the Preliminary Prospectus Supplement, if any, and the Prospectus Supplement, the preparation and printing of this Agreement and the delivery to the Underwriters of such copies of the Basic Prospectus and each Preliminary Prospectus Supplement, if any, and Prospectus Supplement as you may reasonably request; and the fees of the Rating Agency that are rating the Underwritten Certificates. Except as provided above or in Section 7, the Underwriters shall be responsible for paying all costs and expenses incurred by them in connection with the purchase and sale of the Underwritten Certificates. (f) The Company will enter into the Pooling and Servicing Agreement on or prior to the Closing Date, will enforce the rights of the Underwriters as third party beneficiaries thereunder as set forth in Section 11.09 thereof and will not consent to any amendment of the Pooling and Servicing Agreement that would adversely affect such rights of the Underwriters. (g) The Company shall, as to itself, and the Company, or pursuant to the Pooling and Servicing Agreement the Trustee will be required to, as to the Trust Fund, satisfy and comply with all reporting requirements of the Securities Exchange Act of 1934, as amended (the "1934 Act"), and the rules and regulations thereunder. The Company will also file with the Commission a report on Form 8-K setting forth all Computational Materials and ABS Term Sheets provided to the Company by an Underwriter and identified by it as such within the time period allotted for such filing pursuant to the No-Action Letters; provided, however, that prior to such filing of the Computational Materials and ABS Term Sheets by the Company, each Underwriter must comply with its obligations pursuant to Section 4(b). The Company shall file any corrected Computational Materials described in Section 4(b)(vi) as soon as practicable following receipt thereof.

Covenants of the Company. The Company hereby covenants and agrees with the Underwriter that: (a) Prior The Offering Statement has become qualified, and the Company shall file the Final Offering Circular, subject to the termination prior approval of the offering Underwriters, pursuant to Rule 253 under the Securities Act, within the prescribed time period and shall provide a copy of such filing to the Underwriters promptly following such filing. (b) The Company shall not, during such period as the Final Offering Circular would be required by law to be delivered in connection with sales of the Offered CertificatesShares by an underwriter or dealer in connection with the offering contemplated by this Agreement (whether physically or through compliance with Rules 251 and 254 under the Securities Act or any similar rule(s)), the Company will not file any amendment of the Registration Statement or supplement (including the Final Prospectus) to the Basic Prospectus unless the Company has furnished the Underwriter a copy for their review prior to filing and will not file any such proposed amendment or supplement to which the Underwriter reasonably objects. Subject Offering Statement or the Final Offering Circular unless a copy thereof shall first have been submitted to the foregoing sentence, Underwriters within a reasonable period of time prior to the Company will cause filing thereof and the Final Prospectus to be filed with the Commission pursuant to Rule 424. Underwriters shall not have reasonably objected thereto in good faith. (c) The Company will advise shall notify the Underwriter promptly Underwriters promptly, and shall, if requested, confirm such notification in writing: (i) when the Final Prospectus shall have been filed with the Commission pursuant to Rule 424, (ii1) when any amendment to the Registration Offering Statement relating to the Offered Certificates shall have become effective, is filed; (iii2) of any request by the Commission for any amendment of amendments to the Registration Offering Statement or any amendment of or supplement supplements to the Final Prospectus Offering Circular or for any additional information, ; (iv3) of the issuance by the Commission of any stop order preventing or suspending the effectiveness qualification of the Registration Offering Statement or the institution Final Offering Circular, or threatening the initiation of any proceeding proceedings for that purpose or the threat thereof; (4) of becoming aware of the occurrence of any event that in the judgment of the Company makes any statement made in the Offering Statement, the Preliminary Offering Circular, the Pricing Disclosure Materials or the Final Offering Circular untrue in any material respect or that requires the making of any changes in the Offering Statement, the Preliminary Offering Circular, the Pricing Disclosure Materials or the Final Offering Circular in order to make the statements therein, in light of the circumstances in which they are made, not misleading; and (v5) of the receipt by the Company of any notification with respect to the any suspension of the qualification or exemption from registration of the Offered Certificates Shares for offer and sale in any jurisdiction jurisdiction. If at any time the Commission shall issue any order suspending the qualification of the Offering Statement in connection with the offering contemplated hereby or in connection with sales of Common Stock pursuant to market making activities by the initiation or threatening Underwriters, the Company shall make every reasonable effort to obtain the withdrawal of any proceeding for such purposeorder at the earliest possible moment. The If the Company will has omitted any information from the Offering Statement, it shall use its best efforts to prevent comply with the issuance provisions of any and make all requisite filings with the Commission pursuant to the Securities Act and the Rules and Regulations and to notify the Underwriters promptly of all such stop order and, if issued, to obtain as soon as possible the withdrawal thereoffilings. (bd) If, at any time when a prospectus the Final Offering Circular relating to the Offered Certificates Shares is required to be delivered under the Securities Act, the Company becomes aware of the occurrence of any event occurs as a result of which the Final Prospectus Offering Circular, as then amended or supplemented would supplemented, would, in the reasonable judgment of counsel to the Company or counsel to the Underwriters, include any untrue statement of a material fact or omit to state any a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or the Offering Statement, as then amended or supplemented, would, in the reasonable judgment of counsel to the Company or counsel to the Underwriters, include any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein not misleading, or if for any other reason it shall be necessary is necessary, in the reasonable judgment of counsel to the Company or counsel to the Underwriters, at any time to amend or supplement the Final Prospectus Offering Circular or the Offering Statement to comply with the Securities Act or the Exchange Act or the respective rules thereunderRules and Regulations, the Company shall promptly will notify the Underwriters and shall promptly prepare and file with the Commission, subject at the Company’s expense, an amendment to the first sentence of paragraph (a) of this Section 5, Offering Statement and/or an amendment or supplement which will correct to the Final Offering Circular that corrects such statement or and/or omission or an amendment which will effect effects such compliance and will use its best efforts to cause any required post-effective amendment shall deliver to the Registration Statement containing such amendment to be made effective as soon as possible. (c) The Company will furnish to the Underwriter and counsel for the UnderwriterUnderwriters, without charge, executed such number of copies of the Registration Statement (including exhibits thereto) and each amendment thereto which shall become effective on or prior to the Closing Date and, so long as delivery of a prospectus by the Underwriter or dealers may be required by the Act, as many copies of the Final Prospectus and any amendments thereof and supplements thereto as the Underwriter Underwriters may reasonably request. The Company will pay consents to the expenses use of printing the Final Offering Circular or any amendment or supplement thereto by the Underwriters, and the Underwriters agree to provide to each Investor, prior to the Initial Closing and, as applicable, any Subsequent Closing, a copy of the Final Offering Circular and any amendments or supplements thereto. (e) The Company shall furnish to the Underwriters and their counsel, without charge (i) one conformed copy of the Offering Statement as originally filed with the Commission and each amendment thereto, including financial statements and schedules, and all documents exhibits thereto, and (ii) so long as an offering circular relating to the initial offeringShares is required to be delivered under the Securities Act or the Rules and Regulations, provided as many copies of each Preliminary Offering Circular or the Final Offering Circular or any amendment or supplement thereto as each Underwriter may reasonably request. (f) If at any time following the distribution of any written Testing-the-Waters Communication there occurred or occurs an event or development as a result of which such written Testing-the-Waters Communication included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at that subsequent time, not misleading, the Company has or will promptly notify the Underwriters in writing and has or will promptly amend or supplement, at its own expense, such written Testing-the-Waters Communication to eliminate or correct such untrue statement or omission. (g) The Company shall comply with any additional expenses incurred undertakings contained in the Offering Statement. (h) Prior to the sale of the Shares to the Investors, the Company shall cooperate with the Underwriters and their counsel in connection with the requirement registration or qualification, or exemption therefrom, of delivery of a market-making prospectus, if applicable, will be borne by the Underwriter. (d) The Company will furnish such information as may be required Shares for offer and otherwise cooperate in qualifying the Offered Certificates for sale under the state securities or Blue Sky laws of such jurisdictions as the Underwriter Underwriters may reasonably designate and to maintain such qualifications in effect so long as required for the distribution of the Offered Certificatesrequest; provided, however, that in no event shall the Company shall not be required obligated to qualify to do business in any jurisdiction where it is not now so qualified or to take any action which would subject it to general or unlimited service of process in any jurisdiction where it is not now so subject. (i) The Company shall apply the net proceeds from the offering and sale of the Shares in the manner set forth in the Final Offering Circular under the caption “Use of Proceeds.” (j) The Company shall use its best efforts to ensure that the Shares are listed for trading on the Nasdaq upon approval of the listing application filed with the Nasdaq. (k) The Company shall not at any time, directly or indirectly, take any action intended, or which might reasonably be expected, to cause or result in, or which will constitute, stabilization of the price of the Shares to facilitate the sale or resale of any of the Shares. (l) The Company shall not, without the prior written consent of the Representative, (i) offer, pledge, sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise dispose of, directly or indirectly, any shares of capital stock of the Company or securities convertible into or exercisable or exchangeable for shares of capital stock of the Company, (ii) file or cause to be filed any registration statement or offering statement with the Commission relating to the offering for any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company, or (iii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of capital stock of the Company (the “Lock-Up Securities”) during the period commencing on and including the date hereof and ending on and including the 180th day following the date of this Agreement (as the same may be extended as described below, the “Lock-up Period”), except with respect to (A) the Shares to be sold hereunder, (B) the issuance of shares of Common Stock upon the exercise of a stock option or warrant or the conversion of a security outstanding on the date of the qualification of the Offering Statement, or issued after the date of this Agreement pursuant to the Company’s currently existing or hereafter adopted equity compensation plans or employment or consulting agreements or arrangements of which each Underwriter has been advised in writing or which have been filed with the Commission, or (C) the issuance by the Company of stock options or shares of capital stock of the Company under any currently existing or hereafter adopted equity compensation plan or employment/consulting agreements or agreements of the Company, provided, however, that the executive officers, directors and any 5% or more shareholder of the Company shall agree to be bound by the terms of the lock-up letter described in Section 7(h) hereof. If the Representative agrees to waive or release any Lock-Up Securities from the Lock-Up Period, the Company will announce the impending release or waiver by press release through a major news service at least two business days before the effective date of such release or waiver. (m) The Company shall not grant a waiver or consent to any of the provision of the lock-up agreements referenced in Section 4(m) herein without the prior written consent of the Representative.

Covenants of the Company. The Company hereby covenants and agrees ------------------------ with the Underwriter several Underwriters that: (a) Prior If the effective time of the Registration Statement is not prior to the termination execution and delivery of the offering of the Offered Certificatesthis Agreement, the Company will not file any amendment of use its best efforts to cause the Registration Statement or supplement (including to become effective at the Final Prospectus) earliest possible time and, upon notification from the Commission that the Registration Statement has become effective, will so advise the Representative and counsel to the Basic Prospectus unless the Company has furnished the Underwriter a copy for their review prior to filing and will not file any such proposed amendment or supplement to which the Underwriter reasonably objects. Subject to the foregoing sentence, the Company will cause the Final Prospectus to be filed with the Commission pursuant to Rule 424Underwriters promptly. The Company will advise the Underwriter promptly (i) when the Final Prospectus shall have been filed with the Commission pursuant to Rule 424, (ii) when any amendment Representative and counsel to the Registration Statement relating to the Offered Certificates shall have become effective, (iii) of any request by the Commission for any amendment of the Registration Statement or amendment of or supplement to the Final Prospectus or for any additional information, (iv) Underwriters promptly of the issuance by the Commission or any state securities commission of any stop order suspending the effectiveness of the Registration Statement or of the institution or threatening of any proceeding proceedings for that purpose and (v) of the receipt by the Company purposes, or of any notification with respect to of the suspension of the qualification of the Offered Certificates Shares for sale in any jurisdiction jurisdiction, or any issue regarding denial or suspension of Nasdaq listing or the initiation or threatening of any proceeding proceedings for such purpose. The any of those purposes, and will also advise the Representative and counsel to the Underwriters promptly of any request of the Commission for amendment or supplement of the Registration Statement or of the Prospectus, or for additional information, and the Company will use its best efforts not file any amendment or supplement to prevent the issuance Registration Statement (either before or after it becomes effective) or to the Prospectus (including a prospectus filed pursuant to Rule 424(b)), or file any document under the Exchange Act in the time period from the execution of any this Agreement through the First Closing Date with respect to the Firm Shares, or from the time of notice by the Representative exercising the option to purchase the Optional Shares through the Second Closing Date with respect to the Optional Shares, without first providing the Underwriters with a copy prior to such stop order and, filing (with a reasonable opportunity to review such amendment or supplement) or if issued, the Representative objects to obtain as soon as possible the withdrawal thereofsuch filing. (b) If, at any time when a prospectus relating to the Offered Certificates Shares is required by law to be delivered under the Actin connection with sales by an Underwriter or dealer, any event occurs as a result of which the Final Prospectus as then amended or supplemented would include any an untrue statement of a material fact fact, or would omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it shall be is necessary at any time to amend or supplement the Final Prospectus to comply with the Act or the Exchange Act or the respective rules thereunderAct, the Company promptly will advise the Representative and counsel to the Underwriters thereof and will promptly prepare and file with the Commission, subject to the first sentence of paragraph (a) of this Section 5at its expense, an amendment or supplement to the Registration Statement which will correct such statement or omission or an amendment which will effect such compliance and will use its best efforts compliance; and, if any Underwriter is required to cause any required post-deliver a prospectus after the effective amendment to the Registration Statement containing such amendment to be made effective as soon as possible. (c) The Company will furnish to the Underwriter and counsel for the Underwriter, without charge, executed copies date of the Registration Statement (including exhibits thereto) and each amendment thereto which shall become effective on or prior to Statement, the Closing Date andCompany, so long as delivery of a prospectus by the Underwriter or dealers may be required by the Act, as many copies upon request of the Final Prospectus and any amendments thereof and supplements thereto as the Underwriter may reasonably request. The Company will pay the expenses of printing all documents relating to the initial offering, provided that any additional expenses incurred in connection with the requirement of delivery of a market-making prospectus, if applicableRepresentative, will be borne by the Underwriter. (d) The Company will furnish prepare promptly such information prospectus or prospectuses as may be required and otherwise cooperate in qualifying the Offered Certificates for sale under the laws of such jurisdictions as the Underwriter may reasonably designate and to maintain such qualifications in effect so long as required for the distribution of the Offered Certificates; provided, however, that the Company shall not be required to qualify to do business in any jurisdiction where it is not now so qualified or to take any action which would subject it to general or unlimited service of process in any jurisdiction where it is not now so subject.necessary

Covenants of the Company. 9.1 The Company hereby covenants and agrees with the Underwriter that: (a) Prior to Underwriters that the termination of the offering of the Offered Certificates, the Company will not file any amendment of the Registration Statement or supplement (including the Final Prospectus) to the Basic Prospectus unless the Company has furnished the Underwriter a copy for their review prior to filing and will not file any such proposed amendment or supplement to which the Underwriter reasonably objects. Subject to the foregoing sentence, the Company will cause the Final Prospectus to be filed with the Commission pursuant to Rule 424. The Company will advise the Underwriter Underwriters, promptly after receiving notice thereof, of the time when the Prospectus and any Supplementary Material has been filed and receipts therefor have been obtained and will provide evidence satisfactory to the Underwriters of each filing and the issuance of receipts. 9.2 Until the distribution of the Shares has been completed, the Company covenants and agrees with the Underwriters that the Company will advise the Underwriters, promptly after receiving notice or obtaining knowledge, of (i) when the Final Prospectus shall have been filed with issuance by any Securities Commission of any order suspending or preventing the Commission pursuant to Rule 424, use of any of the Offering Documents; (ii) when any amendment to the Registration Statement relating to the Offered Certificates shall have become effective, (iii) of any request by the Commission for any amendment of the Registration Statement or amendment of or supplement to the Final Prospectus or for any additional information, (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the institution or threatening of any proceeding for that purpose and (v) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Offered Certificates Shares for offering or sale in any jurisdiction of the Qualifying Jurisdictions; (iii) the institution, threat or the initiation or threatening contemplation of any proceeding for such purpose. The Company any of those purposes; or (iv) any requests made by any Securities Commission for amending or supplementing the Prospectus or for additional information, and will use its best reasonable commercial efforts to prevent the issuance of any such stop order and, if any such order is issued, to obtain as soon as possible the withdrawal thereofof the order promptly. (b) If9.3 The Company will apply the proceeds from the issue and sale of the Firm Shares and any Additional Shares substantially in accordance with the disclosure set out under the heading “Use of Proceeds” in the Final Prospectus. 9.4 The Company will use its reasonable commercial efforts to promptly do, at make, execute, deliver or cause to be done, made, executed or delivered, all such acts, documents and things as the Underwriters may reasonably require from time to time for the purpose of giving effect to this Agreement and the transactions contemplated hereby and take all such steps as may be reasonably within its power to implement to their full extent the provisions of this Agreement and the transactions contemplated hereby, including obtaining any time when a prospectus relating outstanding Regulatory Approvals. 9.5 In the event the Underwriters advance funds to the Offered Certificates is required Company prior to be delivered under the Act, any event occurs as a result Time of which Closing in order to facilitate the Final Prospectus as then amended or supplemented would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in light closing of the circumstances under which they were made, not misleading, or if it shall be necessary to amend or supplement transactions contemplated hereby at the Final Prospectus to comply with the Act or the Exchange Act or the respective rules thereunderTime of Closing, the Company promptly agrees that it will prepare and file with the Commission, subject return or cause to be returned to the first sentence Underwriters any such funds if the transactions contemplated by this Agreement are not completed at the Time of paragraph (a) of this Section 5, an amendment or supplement which will correct such statement or omission or an amendment which will effect such compliance and will use its best efforts to cause any required post-effective amendment to the Registration Statement containing such amendment to be made effective as soon as possibleClosing. (c) The Company will furnish to the Underwriter and counsel for the Underwriter, without charge, executed copies of the Registration Statement (including exhibits thereto) and each amendment thereto which shall become effective on or prior to the Closing Date and, so long as delivery of a prospectus by the Underwriter or dealers may be required by the Act, as many copies of the Final Prospectus and any amendments thereof and supplements thereto as the Underwriter may reasonably request. The Company will pay the expenses of printing all documents relating to the initial offering, provided that any additional expenses incurred in connection with the requirement of delivery of a market-making prospectus, if applicable, will be borne by the Underwriter. (d) The Company will furnish such information as may be required and otherwise cooperate in qualifying the Offered Certificates for sale under the laws of such jurisdictions as the Underwriter may reasonably designate and to maintain such qualifications in effect so long as required for the distribution of the Offered Certificates; provided, however, that the Company shall not be required to qualify to do business in any jurisdiction where it is not now so qualified or to take any action which would subject it to general or unlimited service of process in any jurisdiction where it is not now so subject.

Covenants of the Company. (a) The Company hereby covenants and agrees with the Underwriter thatas follows: (ai) Prior to the termination of the offering of the Offered Certificates, the Company will not file any amendment of the Registration Statement or supplement (including the Final Prospectus) to the Basic Prospectus unless the Company has furnished the Underwriter a copy for their review prior to filing and will not file any such proposed amendment or supplement to which the Underwriter reasonably objects. Subject to the foregoing sentence, the The Company will cause the Final Prospectus Supplement to be filed with (but only if the Commission pursuant Underwriter or its counsel has not reasonably objected thereto by notice to Rule 424. the Company after having been furnished a copy a reasonable time prior to filing) and will notify the Underwriter promptly of such filing. (ii) The Company will shall promptly advise the Underwriter promptly in writing (i) when the Final Prospectus shall have been filed with the Commission pursuant to Rule 424, (ii) when any amendment to the Registration Statement relating to the Offered Certificates shall have become effectiveeffective or any subsequent supplement to the Prospectus has been filed, (iiiii) of any request by the Commission for any amendment of the Registration Statement or amendment of or supplement to the Final Prospectus or for any additional information, (iviii) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the institution or threatening of any proceeding for that purpose and (viv) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Offered Certificates Shares for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose. The Company will shall not file any amendment of the Registration Statement or supplement to the Prospectus unless the Company has furnished the Underwriter a copy for its review prior to filing and shall not file any such proposed amendment or supplement to which the Underwriter reasonably object. The Company shall use its best efforts to prevent the issuance of any such stop order and, if issued, to obtain as soon as possible the withdrawal thereof. (biii) If, at any time when a prospectus relating to the Offered Certificates Shares is required to be delivered under the ActSecurities Act and the Rules, any event occurs as a result of which the Final Prospectus as then amended or supplemented would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, therein in the light of the circumstances under which they were made, made not misleading, or if it shall be necessary to amend or supplement the Final Prospectus to comply with the Securities Act or the Exchange Act or the respective rules thereunderRules, the Company promptly will shall prepare and file with the Commission, subject to the first second sentence of paragraph (aii) of this Section 55(a), an amendment or supplement which will shall correct such statement or omission or an amendment which will shall effect such compliance compliance. (iv) The Company shall make generally available to its security holders and will use its best efforts to cause any required post-effective amendment to the Registration Statement containing such amendment to be made effective Underwriter as soon as possiblepracticable, but not later than 45 days after the end of the 12-month period beginning at the end of the fiscal quarter of the Company during which the Effective Date occurs (or 90 days if such 12-month period coincides with the Company's fiscal year), an earning statement (which need not be audited) of the Company, covering such 12-month period, which shall satisfy the provisions of Section 11(a) of the Securities Act or Rule 158 of the Rules. (cv) The Company will shall furnish to the Underwriter and counsel for the Underwriter, without charge, executed signed copies of the Registration Statement (including all exhibits thereto and amendments thereof) and to each other Underwriter a copy of the Registration Statement (without exhibits thereto) and each amendment thereto which shall become effective on or prior to the Closing Date all amendments thereof and, so long as delivery of a prospectus by the an Underwriter or dealers dealer may be required by the ActSecurities Act or the Rules, as many copies of the Final Prospectus and any amendments thereof and supplements thereto as the Underwriter may reasonably request. . (vi) The Company will pay shall reasonably cooperate with the expenses of printing all documents relating Underwriter and their counsel in endeavoring to qualify the initial offering, provided that any additional expenses incurred Shares for offer and sale in connection with the requirement of delivery of a market-making prospectus, if applicable, will be borne by the Underwriter. (d) The Company will furnish such information as may be required and otherwise cooperate in qualifying the Offered Certificates for sale offering under the laws of such jurisdictions as the Underwriter may reasonably designate and to shall maintain such qualifications in effect so long as required for the distribution of the Offered CertificatesShares; provided, however, that the Company shall not be required in connection therewith, as a condition thereof, to qualify to do business in any jurisdiction where it is not now so qualified as a foreign corporation or to take any action which would subject it execute a general consent to general or unlimited service of process in any jurisdiction where it or subject itself to taxation as doing business in any jurisdiction. (vii) Without the prior written consent of the Underwriter, for a period of 90 days after the date of this Agreement, the Company shall not issue, sell or register with the Commission (other than on Form S-8 or on any successor form), or otherwise dispose of, directly or indirectly, any equity securities of the Company (or any securities convertible into, exercisable for or exchangeable for equity securities of the Company), except for the issuance of the Shares pursuant to the Registration Statement and the issuance of shares pursuant to the Company's existing stock option plan or bonus plan as described in the Registration Statement and the Prospectus. (viii) On or before completion of this offering, the Company shall make all filings required under applicable securities laws and by the Nasdaq National Market (including any required registration under the Exchange Act). (ix) The Company will apply the net proceeds from the offering of the Shares in the manner set forth under "Use of Proceeds" in the Prospectus. (b) The Company agrees to pay, or reimburse if paid by the Underwriter, whether or not the transactions contemplated hereby are consummated or this Agreement is terminated, all costs and expenses incident to the public offering of the Shares and the performance of the obligations of the Company under this Agreement including those relating to: (i) the preparation, printing, filing and distribution of the Registration Statement including all exhibits thereto, the Prospectus, all amendments and supplements to the Registration Statement and the Prospectus, and the printing, filing and distribution of this Agreement; (ii) the preparation and delivery of certificates for the Shares to the Underwriter; (iii) the registration or qualification of the Shares for offer and sale under the securities or Blue Sky laws of the various jurisdictions referred to in Section 5(a)(vi), including the reasonable fees and disbursements of counsel for the Underwriter in connection with such registration and qualification and the preparation, printing, distribution and shipment of preliminary and supplementary Blue Sky memoranda; (iv) the furnishing (including costs of shipping and mailing) to the Underwriter of copies of the Prospectus and all amendments or supplements to the Prospectus, and of the several documents required by this Section to be so furnished, as may be reasonably requested for use in connection with the offering and sale of the Shares by the Underwriter or by dealers to whom Shares may be sold; (v) the filing fees of the NASD in connection with its review of the terms of the public offering and reasonable fees and disbursements of counsel for the Underwriters in connection with such review; (vi) inclusion of the Shares for quotation on the Nasdaq National Market; and (vii) all transfer taxes, if any, with respect to the sale and delivery of the Shares by the Company to the Underwriter. Subject to the provisions of Section 8, the Underwriter agrees to pay, whether or not now so subjectthe transactions contemplated hereby are consummated or this Agreement is terminated, all costs and expenses incident to the performance of the obligations of the Underwriter under this Agreement not payable by the Company pursuant to the preceding sentence, including, without limitation, the fees and disbursements of counsel for the Underwriter.

Covenants of the Company. The From and after the execution and ------------------------ delivery of this Agreement to and including the Closing Date, the Company hereby covenants and agrees with the Underwriter thatshall: (a) Prior Comply with all applicable Laws, including all such Laws relating to the termination PCS License and the Purchased Assets or their use except to the extent that such failure to comply would not have a Company Material Adverse Effect; (b) Comply with the terms of the offering Stockholders Agreement; (c) Give written notice to AT&T PCS promptly upon the commencement of, or upon obtaining knowledge of any facts that would give rise to a threat of, any claim, action or proceeding commenced against or relating to (other than proceedings affecting the PCS or wireless communications services industry generally) it, its properties or assets, and which would reasonably be expected to have a Company Material Adverse Effect; (d) Promptly after obtaining knowledge of the Offered Certificatesoccurrence of, or the impending or threatened occurrence of, any event which would cause or constitute a material breach of any of its warranties, representations, covenants or agreements contained in this Agreement or which would reasonably be expected to have a Company will Material Adverse Effect, give notice in writing of such event or occurrence or impending or threatened event or occurrence (provided, that such disclosure shall not file be deemed to cure any amendment violation or breach of the Registration Statement or supplement (including the Final Prospectus) to the Basic Prospectus unless the Company has furnished the Underwriter a copy for their review prior to filing and will not file any such proposed amendment representation, warranty, covenant, agreement or supplement provision), to which the Underwriter reasonably objects. Subject AT&T PCS and use commercially reasonable efforts to the foregoing sentence, the Company will cause the Final Prospectus prevent or to promptly remedy such breach; and (e) Cause AT&T PCS to be filed with the Commission pursuant to Rule 424. The Company will advise the Underwriter advised promptly in writing of (i) when any event, condition or state of facts known to it, which has had or would reasonably be expected to have a Company Material Adverse Effect (other than proceedings affecting the Final Prospectus shall have been filed with the Commission pursuant to Rule 424PCS or wireless communications services industry generally), (ii) when any amendment claim, action or proceeding which seeks to enjoin the Registration Statement relating to consummation of the Offered Certificates shall have become effective, Transactions and (iii) of any request by the Commission for any amendment of the Registration Statement event, occurrence, transaction or amendment of or supplement to the Final Prospectus or for any additional information, (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the institution or threatening of any proceeding for other item that purpose and (v) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Offered Certificates for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose. The Company will use its best efforts to prevent the issuance of any such stop order and, if issued, to obtain as soon as possible the withdrawal thereof. (b) If, at any time when a prospectus relating to the Offered Certificates is would have been required to be have been disclosed on any Exhibit or Schedule delivered under hereunder, had such event, occurrence, transaction or item existed on the Act, any event occurs as a result of which the Final Prospectus as then amended or supplemented would include any 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, or if it shall be necessary to amend or supplement the Final Prospectus to comply with the Act or the Exchange Act or the respective rules thereunder, the Company promptly will prepare and file with the Commission, subject to the first sentence of paragraph (a) of this Section 5, an amendment or supplement which will correct such statement or omission or an amendment which will effect such compliance and will use its best efforts to cause any required post-effective amendment to the Registration Statement containing such amendment to be made effective as soon as possibledate hereof. (c) The Company will furnish to the Underwriter and counsel for the Underwriter, without charge, executed copies of the Registration Statement (including exhibits thereto) and each amendment thereto which shall become effective on or prior to the Closing Date and, so long as delivery of a prospectus by the Underwriter or dealers may be required by the Act, as many copies of the Final Prospectus and any amendments thereof and supplements thereto as the Underwriter may reasonably request. The Company will pay the expenses of printing all documents relating to the initial offering, provided that any additional expenses incurred in connection with the requirement of delivery of a market-making prospectus, if applicable, will be borne by the Underwriter. (d) The Company will furnish such information as may be required and otherwise cooperate in qualifying the Offered Certificates for sale under the laws of such jurisdictions as the Underwriter may reasonably designate and to maintain such qualifications in effect so long as required for the distribution of the Offered Certificates; provided, however, that the Company shall not be required to qualify to do business in any jurisdiction where it is not now so qualified or to take any action which would subject it to general or unlimited service of process in any jurisdiction where it is not now so subject.

Covenants of the Company. The Company hereby covenants and agrees with the Underwriter that: (a) Prior to If the termination Registration Statement has not yet been declared effective on the date of the offering of the Offered Certificatesthis Agreement, the Company will not file any amendment of use its best efforts to cause the Registration Statement and any amendments thereto to become effective as promptly as possible, and if Rule 430A is used or supplement (including the Final Prospectusfiling of the Prospectus is otherwise required under Rule 424(b) to the Basic Prospectus unless the Company has furnished the Underwriter a copy for their review prior to filing and will not file any such proposed amendment or supplement to which the Underwriter reasonably objects. Subject to the foregoing sentenceRule 434, the Company will cause file the Final Prospectus to be filed with the Commission (properly completed if Rule 430A has been used) pursuant to Rule 424424(b) or Rule 434 within the prescribed time period and will provide evidence satisfactory to 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. The Company will advise the Underwriter promptly notify you immediately (and, if requested by you, will confirm such notice in writing) (i) when the Final Prospectus shall have been filed with the Commission pursuant to Rule 424, (ii) when any amendment to the Registration Statement relating to the Offered Certificates shall have and any amendments thereto become effective, (iiiii) of any request by the Commission for any amendment of or supplement to the Registration Statement or the Prospectus or for any additional information, (iii) of the mailing or the delivery to the Commission for filing of any amendment of or supplement to the Final Prospectus Registration Statement or for any additional informationthe Prospectus, (iv) 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 institution initiation, or threatening the threatening, of any proceeding for that purpose proceedings therefor, (v) of the receipt of any comments from the Commission and (vvi) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Offered Certificates Shares for sale in any jurisdiction or the initiation or threatening of any proceeding for such that purpose. The If the Commission shall propose or enter a stop order at any time, the Company will use its best efforts to prevent the issuance of any such stop order and, if issued, to obtain the lifting of such order as soon as possible possible. The Company will not file any amendment to the withdrawal Registration Statement or any amendment of or supplement to the Prospectus (including the prospectus required to be filed pursuant to Rule 424(b) or Rule 434) that differs from the prospectus on file at the time of the effectiveness of the Registration Statement before or after the effective date of the Registration Statement to which you shall reasonably object in writing after being timely furnished in advance a copy thereof. (b) If, If at any time when a prospectus relating to the Offered Certificates Shares is required to be delivered under the Act, Securities Act any event occurs shall have occurred as a result of which the Final Prospectus as then amended or supplemented would would, in the judgment of the Underwriter or the Company, include any 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 light of the circumstances under which they were made, not misleading, or if it shall be necessary at any time to amend or supplement the Final Prospectus or Registration Statement to comply with the Securities Act or the Exchange Securities Act or the respective rules thereunderRegulations, the Company will notify you promptly will and prepare and file with the Commission, subject to the first sentence of paragraph (a) of this Section 5, Commission an appropriate amendment or supplement (in form and substance satisfactory to you) which will correct such statement or omission or an amendment which will effect such compliance and will use its best efforts to cause have any required post-effective amendment to the Registration Statement containing such amendment to be made declared effective as soon as possible. (c) The Company will furnish promptly deliver to the Underwriter and counsel for the Underwriter, without charge, executed you two signed copies of the Registration Statement (Statement, including exhibits and all amendments thereto) , and each amendment thereto which shall become effective on or prior the Company will promptly deliver to the Closing Date andUnderwriter such number of copies of any Preliminary Prospectus, so long as delivery the Prospectus, the Registration Statement, and all amendments of a prospectus by the Underwriter or dealers may be required by the Actand supplements to such documents, if any, as many copies of the Final Prospectus and any amendments thereof and supplements thereto as the Underwriter you may reasonably request. The Company will pay the expenses of printing all documents relating to the initial offering, provided that any additional expenses incurred in connection with the requirement of delivery of a market-making prospectus, if applicable, will be borne by the Underwriter. (d) The Company will furnish such information as may be required endeavor in good faith, in cooperation with you, at or prior to the time of effectiveness of the Registration Statement, to qualify the Shares for offering and otherwise cooperate in qualifying the Offered Certificates for sale under the securities laws relating to the offering or sale of the Shares of such jurisdictions as the Underwriter you may reasonably designate and to maintain such qualifications qualification in effect for so long as required for the distribution thereof; except that in no event shall the Company be obligated in connection therewith to qualify as a foreign corporation or to execute a general consent to service of process. (e) The Company will make generally available (within the meaning of Section 11(a) of the Offered Certificates; providedSecurities Act) to its security holders and to you as soon as practicable, howeverbut not later than eighteen months after the effective date of the Registration Statement occurs, that an earnings statement (in form complying with the provisions of Rule 158 of the Securities Act Regulations) covering a period of at least twelve consecutive months beginning after the effective date of the Registration Statement. (f) Other than the Company’s sale of Shares hereunder and the Company’s issuance of Common Stock pursuant to (i) any warrants issued to the Underwriter hereunder, (ii) any existing employee benefit plan or stock option plans, (iii) grants or awards of Common Stock or the exercise of options or warrants to purchase Common Stock issued to consultants or advisors to the Company shall outside of any plan in an amount not to exceed 250,000 shares in the aggregate or (iv) upon the exercise, conversion or exchange of any currently outstanding stock options or warrants, during the period of 180 days from the date hereof, the Company will not, and will not permit any of its affiliates, directly or indirectly, to (i) offer, pledge, sell, or contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option right or warrant to purchase, lend, or otherwise transfer or dispose of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, or (ii) enter into any swap, derivative transaction or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock (whether any such transaction is to be required to qualify settled by delivery of Common 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 any interest therein or announce any intention to do business any of the foregoing without the prior written consent of Ladenburg. The Company will obtain the undertaking, in the form attached hereto on Exhibit A, of each of its officers and directors and such of its other stockholders as have been heretofore designated by you and listed on Schedule II attached hereto not to engage in any jurisdiction where it is not now so qualified of the aforementioned transactions or to take announce their intention to do any action which would subject it of the foregoing on their own behalf, with such variations in the duration of such undertaking as may be set forth in Schedule II. (g) During a period of three years from the effective date of the Registration Statement, the Company will furnish to general you copies of (i) all reports to its stockholders; and (ii) all reports, financial statements and proxy or unlimited service information statements filed by the Company with the Commission or any national securities exchange. (h) The Company will apply its net proceeds from the sale of process the Shares as set forth under the caption “Use of Proceeds” in any jurisdiction where it is not now so subjectthe Prospectus. (i) The Company will use its best efforts to cause the Shares to be listed on the American Stock Exchange.

Covenants of the Company. (a) The Company hereby covenants and agrees that it will pay or cause to be paid (i) all expenses and fees in connection with the Underwriter that: preparation, printing, filing, delivery and shipping of the Registration Statement (a) Prior including this Agreement and all other exhibits to the termination Registration Statement), the Prospectus (including any amendments or supplements thereto) and the Supplemental Material, including, without limitation, expenses associated with the production of slides and graphics, fees and expenses of any consultants engaged in connection with presentations with the prior approval of the Company and travel and lodging expenses of the representatives of the Company and any such consultants, (ii) filing fees, Company counsel’s fees and expenses paid and incurred in connection with the registration and qualification of the Shares for offer and sale by Dealer Manager and Participating Brokers under the Act and the securities or Blue Sky laws of the states in which offers are to be made, and (iii) filing fees, Company counsel’s fees and expenses paid and incurred in connection with the review by FINRA of the underwriting terms of the offering of the Offered CertificatesShares, and (iv) the Company will not file fees and expenses of any amendment of the Registration Statement registrar or supplement (including the Final Prospectus) to the Basic Prospectus unless the Company has furnished the Underwriter a copy for their review prior to filing and will not file any such proposed amendment or supplement to which the Underwriter reasonably objects. Subject to the foregoing sentence, the Company will cause the Final Prospectus to be filed transfer agent in connection with the Commission pursuant to Rule 424. Shares. (b) The Company will advise the Underwriter Dealer Manager and Participating Brokers promptly (i) when the Final Prospectus shall have been filed with the Commission pursuant to Rule 424, (ii) when any amendment to the Registration Statement relating to the Offered Certificates shall have become effective, (iii) of any request by the Commission for any amendment of the Registration Statement or amendment of or supplement to the Final Prospectus or for any additional information, (iv) of the issuance by the Commission of any stop order suspending withdrawing the effectiveness qualification for the offer and sale of the Registration Statement Shares or of the institution or threatening of any proceeding proceedings for that purpose purpose, and (v) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Offered Certificates for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose. The Company will use its best efforts to prevent the issuance of any such stop order and, if issued, and to obtain as soon as possible the withdrawal lifting thereof, if issued. (bc) If, If at any time when a prospectus Prospectus relating to the Offered Certificates Shares is required to be delivered under the Act, Act any event occurs shall have occurred as a result of which which, in the Final opinion of counsel for the Company, the Prospectus as then amended or supplemented would include any includes an untrue statement of a material fact or omit omits to state any a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it shall be is necessary at any time to amend or supplement the Final Prospectus to comply with the Act or the Exchange Act or the respective rules thereunderAct, the Company promptly will prepare and file with the Commission, subject to the first sentence of paragraph (a) of this Section 5, SEC an appropriate amendment or supplement which will correct such statement or omission or an amendment which will effect such compliance and will use its best efforts to cause any required post-effective amendment to the Registration Statement containing such amendment to be made effective as soon as possible. (c) The Company will furnish to the Underwriter and counsel for the Underwriter, without charge, executed copies of the Registration Statement (including exhibits thereto) and each amendment thereto which shall become effective on or prior to the Closing Date and, so long as delivery of a prospectus by the Underwriter or dealers may be required by the Act, as many copies of the Final Prospectus and any amendments thereof and supplements thereto as the Underwriter may reasonably request. The Company will pay the expenses of printing all documents relating to the initial offering, provided that any additional expenses incurred in connection with the requirement of delivery of a market-making prospectus, if applicable, will be borne by the Underwritersupplement. (d) The Company will furnish deliver to Dealer Manager and Participating Brokers from time to time without charge as many copies of the Prospectus (and, in the event of an amendment or supplement to the Prospectus pursuant to the provisions of this Agreement, of such information amended or supplemented Prospectus) and the Supplemental Material as Dealer Manager or Participating Brokers may be required reasonably request, which Prospectus(es), as from time to time amended or supplemented, and otherwise cooperate Supplemental Material the Company authorizes Dealer Manager and Participating Brokers to use in qualifying connection with the Offered Certificates sale of the Shares. (e) The Company will use its best efforts to register and qualify the Shares for sale under the laws of those states and other jurisdictions where it is intended that offers and sales will be made and will comply to the best of its ability with the laws of those states so as to permit the continuance of sales of the Shares thereunder. The Company covenants and agrees that neither the Company, nor any officer, manager or employee of either of them will make any offer or sale of the Shares unless such jurisdictions offer or sale is made in compliance with the Act and the rules and regulations promulgated thereunder. (f) The Company will comply with all requirements imposed upon it by the Securities Act and the Exchange Act, by the rules and regulations of the SEC promulgated thereunder and by all securities laws and regulations of those states in which an exemption has been obtained or qualification of the Shares has been effected, to permit the continuance of offers and sales of the Shares in accordance with the provisions hereof and of the Prospectus. (g) The Company agrees to do or cause to be done all such filing, recording, publishing and other acts as may be appropriate to comply with the Underwriter may reasonably designate and to maintain such qualifications in effect so long as required requirements of law for the distribution operation of the Offered Certificates; provideda foreign corporation in all jurisdictions, howeverother than Maryland, that where the Company shall not be required desire to qualify to do conduct business in any jurisdiction where it is not now so qualified or to take any action which would subject it to general or unlimited service of process in any jurisdiction where it is not now so subjectown properties as the case may be.

Covenants of the Company. The Company hereby covenants and agrees with the Underwriter thatas follows: 4.1 The Company will (a) Prior use commercially reasonable efforts to the termination of the offering of the Offered Certificates, the Company will not file any amendment of cause the Registration Statement or supplement and any subsequent amendments thereto to become effective as promptly as possible; (including the Final Prospectusb) to the Basic Prospectus unless the Company has furnished the Underwriter a copy for their review prior to filing and will not file any such proposed amendment or supplement to which the Underwriter reasonably objects. Subject to the foregoing sentence, the Company will cause the Final Prospectus to be filed with the Commission pursuant to Rule 424. The Company will promptly advise the Underwriter promptly Dealer Manager (i) when of the Final Prospectus shall have been filed with receipt of any comments of, or requests for additional or supplemental information from, the Commission pursuant to Rule 424SEC, (ii) when of the time and date of any filing of any post-effective amendment to the Registration Statement relating or any amendment or supplement to the Offered Certificates shall have become effective, Prospectus; and (iii) of the time and date that any request by the Commission for any post-effective amendment of to the Registration Statement or amendment of or supplement to becomes effective; and (c) if at any time the Final Prospectus or for any additional information, (iv) of the issuance by the Commission of SEC shall issue any stop order suspending the effectiveness of the Registration Statement Statement, the Company will promptly notify the Dealer Manager and, to the extent that the Company determines such action is in the best interest of the Company, use its commercially reasonable efforts to obtain the lifting of such order at the earliest possible time. 4.2 The Company will, at no expense to the Dealer Manager, furnish the Dealer Manager with such number of printed copies of the Registration Statement, including all amendments (including post-effective amendments) and exhibits thereto, as the Dealer Manager may reasonably request. The Company will similarly furnish to the Dealer Manager as many copies as the Dealer Manager may reasonably request in connection with the Offering of the Offered Shares of: (a) the Prospectus in preliminary and final form and every form of supplement or the institution or threatening of any proceeding for that purpose amendment; and (vb) the Approved Sales Literature. 4.3 The Company has filed Form N-54A – Notification of Election to be Subject to Sections 55 through 65 of the Investment Company Act of 1940 Filed Pursuant to Section 54(a) of the receipt by Act (the “Notification of Election”) with the SEC, pursuant to which the Company has elected to be treated as a BDC. Except as otherwise provided for in this Agreement, the Company will not withdraw such Notification of Election or take any notification action to cause the SEC to order such Notification of Election to be withdrawn. The Company intends to maintain its status as a BDC; provided, however, that the Company may change the nature of its business so as to cease to be, or to withdraw its election as, a BDC, with respect to the suspension approval of the qualification Company’s board of directors and a vote of its stockholders as required by Section 58 of the Offered Certificates Investment Company Act. 4.4 The Company has qualified for sale and elected to be treated as a regulated investment company under Subchapter M of the Internal Revenue Code of 1986, as amended, and intends to maintain such qualification and election in any jurisdiction or effect for each full fiscal year during which it is a BDC under the initiation or threatening Investment Company Act; provided that, at the discretion of any proceeding for such purpose. the Company’s board of directors, it may elect not to be so treated. 4.5 The Company will use its best commercially reasonable efforts to prevent qualify the issuance Offered Shares for offering and sale under, or to establish the exemption of the offering and sale of the Offered Shares from qualification or registration under, the applicable state securities or “blue sky” laws of such jurisdictions as the Dealer Manager and the Company shall mutually agree upon and to make such applications, file such documents and furnish such information as may be reasonably required for such purpose (collectively, the “Blue Sky Applications”); provided that, the Dealer Manager shall have provided the Company with any information required for such stop order and, if issued, to obtain as soon as possible Blue Sky Applications that is in the withdrawal thereof. Dealer Manager’s possession. The Company will notify the Dealer Manager promptly following each date of: (a) the effectiveness of qualification or exemption of the Offered Shares in any additional jurisdiction in which the offering and sale of the Offered Shares has been authorized by appropriate State regulatory authorities; and (b) a change in the status of the qualification or exemption of the Offered Shares in any jurisdiction in any material respect. The Company will file and obtain clearance of the Approved Sales Literature to the extent required by applicable State securities laws. At the request of the Dealer Manager, the Company will furnish the Dealer Manager a copy of such papers filed by the Company in connection with any such qualification. 4.6 If, at any time when a prospectus Prospectus relating to the Offered Certificates Shares is required to be delivered under the Securities Act, any event occurs shall have occurred to the knowledge of the Company, or the Company receives notice from the Dealer Manager that it believes such an event has occurred, as a result of which the Final Prospectus or any Approved Sales Literature as then amended or supplemented would include any untrue statement of a material fact fact, or omit to state any a material fact necessary to make the statements therein, therein not misleading in light of the circumstances under which they were made, not misleadingexisting at the time it is so required to be delivered to a prospective purchaser, or if it shall be is necessary at any time to amend the Registration Statement or supplement the Final Prospectus relating to the Offered Shares to comply with the Act or the Exchange Act or the respective rules thereunderSecurities Act, then the Company will promptly notify the Dealer Manager thereof (unless the information shall have been received from the Dealer Manager) and will prepare and file with the Commission, subject to the first sentence of paragraph (a) of this Section 5, SEC an amendment or supplement which will correct such statement or omission or an amendment which will effect such compliance and will use its best efforts to cause any required post-effective amendment to the Registration Statement containing such amendment extent required, and shall make available to be made effective as soon as possiblethe Dealer Manager thereof sufficient copies for its own use and/or distribution to Selected Dealers. (c) 4.7 The Company will furnish to apply the Underwriter and counsel for proceeds from the Underwriter, without charge, executed copies of the Registration Statement (including exhibits thereto) and each amendment thereto which shall become effective on or prior to the Closing Date and, so long as delivery of a prospectus by the Underwriter or dealers may be required by the Act, as many copies of the Final Prospectus and any amendments thereof and supplements thereto as the Underwriter may reasonably request. The Company will pay the expenses of printing all documents relating to the initial offering, provided that any additional expenses incurred in connection with the requirement of delivery of a market-making prospectus, if applicable, will be borne by the Underwriter. (d) The Company will furnish such information as may be required and otherwise cooperate in qualifying the Offered Certificates for sale under the laws of such jurisdictions as the Underwriter may reasonably designate and to maintain such qualifications in effect so long as required for the distribution of the Offered Certificates; provided, however, that Shares as set forth in the Company shall not be required to qualify to do business in any jurisdiction where it is not now so qualified or to take any action which would subject it to general or unlimited service of process in any jurisdiction where it is not now so subjectProspectus.

Covenants of the Company. The Company hereby covenants and agrees with the Underwriter that: (a) Prior to the termination of the offering of the Offered Certificates, the The Company will not file any amendment of use its best efforts to cause the Registration Statement or supplement (including the Final Prospectus) to the Basic Prospectus unless the Company has furnished the Underwriter a copy for their review prior to filing become effective and will not file any such proposed amendment or supplement to which the Underwriter reasonably objects. Subject to the foregoing sentence, the Company will cause the Final Prospectus to be filed with the Commission pursuant to Rule 424. The Company will advise the Underwriter promptly notify you immediately and confirm in writing (i) when the Final Prospectus shall have been filed with the Commission pursuant to Rule 424, (ii) when any amendment to the Registration Statement relating to the Offered Certificates and any amendments thereto shall have become effective, or any supplement to the Prospectus or any amended Prospectus shall have been filed, (iiiii) of any request by the Commission for any amendment of to the Registration Statement or any amendment of or supplement to the Final Prospectus or for any additional information, (iii) of the happening of any event which makes untrue any statement of a material fact made in the Registration Statement or the Prospectus, or which requires the making of a change in the Registration Statement or the Prospectus, in order to make any material statement therein not misleading; and (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of the institution or threatening initiation of any proceeding proceedings for that purpose and (v) purpose, or of the receipt by the Company of any notification with respect to the suspension of the qualification of the Offered Certificates Shares for offering or sale in any jurisdiction jurisdiction, or of the initiation or threatening institution of any proceeding proceedings for such purpose. The ; and the Company will use its best efforts make every reasonable effort to prevent the issuance by the Commission or any governmental agency pursuant to the securities laws of any such jurisdiction of any stop order and, if such stop order shall at any time be issued, to obtain as soon as the lifting thereof at the earliest possible the withdrawal thereof.moment; (b) IfIt will, at promptly from time to time take such actions as you may reasonably request to qualify the Shares for offering and sale under the securities laws of such jurisdictions as you may request and to comply with such laws so as to permit the continuance of sales of Shares therein in such jurisdictions for so long as may be necessary to complete the distribution of the Shares, provided that in connection therewith neither the Company, the Advisor nor Apple Realty shall be required to qualify as a foreign corporation or to file a general consent to service of process in any jurisdiction; (c) The Company will deliver to you, as soon as available, a copy of the Registration Statement as originally filed and each amendment thereto (including exhibits); (d) The Company will deliver promptly to you, as soon as the Registration Statement becomes effective and thereafter from time to time during the period when a prospectus relating to the Offered Certificates Prospectus is required to be delivered under the Act, such number of copies of the Prospectus (as amended or supplemented), as you may reasonably request; and the Company consents to the use of the Prospectus and any amendments or supplements thereto by you and by any Selected Dealers for the purposes contemplated by the Act and this Agreement; (e) During the period when the Prospectus is required to be delivered under the Act, the Company will comply, so far as it is able and at the Company's expense, with all requirements imposed upon it by the Act, as now and as hereafter amended, so far as necessary to permit the continuation of sales of the Shares during such period in accordance with the provisions of this Agreement and of the Prospectus; (f) If any event occurs relating to or affecting the Company or the Advisor shall occur as a result of which it is necessary, in the Final opinion of your counsel, to amend or supplement the Prospectus in order to make the Prospectus not misleading in the light of the circumstances existing at the time it is delivered to a subscriber, the Company will forthwith prepare and furnish to you, without expense to you, a reasonable number of copies of an amendment or amendments of, or a supplement or supplements to, the Prospectus (in form and substance reasonably satisfactory to your counsel) which will amend or supplement the Prospectus so that, as then amended or supplemented would include any supplemented, it will not contain an untrue statement of a material fact or omit to state any a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were madeexisting at the time the Prospectus is delivered to a subscriber, not misleading, or if it shall be necessary to amend or supplement . For the Final Prospectus to comply with the Act or the Exchange Act or the respective rules thereunderpurposes of this subsection, the Company promptly will prepare and file furnish such information with the Commission, subject respect to the first sentence of paragraph (a) of this Section 5, an amendment or supplement which will correct such statement or omission or an amendment which will effect such compliance Company and will use its best efforts any Company properties as you may from time to cause any required post-effective amendment to the Registration Statement containing such amendment to be made effective as soon as possible.time reasonably request; (cg) The Company will furnish to its Shareholders as soon as practicable after the Underwriter end of each fiscal year an annual report (including a balance sheet and counsel for statements of income and cash flows of the UnderwriterCompany certified by independent public accountants) and, without charge, executed copies as soon as practicable after the end of each of the first three quarters of each fiscal year (beginning with the fiscal quarter ending after the effective date of the Registration Statement), summary financial information of the Company for such quarter in reasonable detail; (h) During a period of five years from the effective date of the Registration Statement, the Company will furnish to you copies of all reports or other communications (financial or other) furnished to securityholders, and deliver to you (i) as soon as they are available, copies of any reports and 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; (i) The Company, will not, at any time before or after the Registration Statement (including exhibits thereto) and each becomes effective, file any amendment thereto to the Registration Statement or any amendment or supplement to the Prospectus to which you shall reasonably object in writing or which shall become effective on be reasonably disapproved by your counsel promptly after notice thereof; will deliver to you, from time to time, all supplemental sales materials (whether designated solely for broker-dealer use or prior otherwise) proposed to the Closing Date and, so long as delivery of a prospectus be used or delivered by the Underwriter or dealers may be required by the Act, as many copies of the Final Prospectus and any amendments thereof and supplements thereto as the Underwriter may reasonably request. The Company will pay the expenses of printing all documents relating to the initial offering, provided that any additional expenses incurred in connection with the requirement offering of Shares, prior to the use or delivery to third parties of a market-making prospectussuch material, if applicable, and it will not use or deliver any such material to which you shall object or which shall be borne disapproved by the Underwriter.your counsel; and (dj) The Subsequent to the date of this Agreement and through each Closing Date, except as described, contemplated or permitted in the Registration Statement, the Company will furnish such information as may be required and otherwise cooperate in qualifying the Offered Certificates for sale under the laws of such jurisdictions as the Underwriter may reasonably designate and to maintain such qualifications in effect so long as required for the distribution of the Offered Certificates; provided, however, that the Company shall not be required to qualify to do business in any jurisdiction where it is not now so qualified or to take any action (or refrain from taking any action) that will result in the Company incurring any material liability or obligation, direct or contingent, or enter into any material transaction not in the ordinary course of business, and there will not be any material change in the capital stock, long-term debt, notes payable or short-term borrowings of the Company or any issuance of options, warrants or rights to purchase capital stock of the Company, or any declaration or payment or commitment to pay or anticipated payment of any dividend or other distribution on the capital stock of the Company, except as contemplated in the Prospectus, which would subject it has resulted in or reasonably could be expected to general result in a material adverse change in the business or unlimited service financial position of process in any jurisdiction where it is not now so subjectthe Company, taken as a whole.

Covenants of the Company. The Company hereby covenants and agrees with the Underwriter Underwriters that: (a) Prior to the termination of the offering of the Offered Certificates, the The Company will not file any amendment of to the Registration Statement or any supplement (including the Final Prospectus) to the Basic Prospectus relating to or affecting the Underwritten Certificates, unless the Company has furnished the Underwriter a copy to you for their your review prior to filing filing, and will not file any such proposed amendment or supplement to which the Underwriter you reasonably objectsobject. Subject to the foregoing sentence, the Company will cause the Final Prospectus Supplement to be transmitted to the Commission for filing pursuant to Rule 424 under the 1933 Act or will cause the Prospectus Supplement to be filed with the Commission pursuant to said Rule 424. The Company promptly will advise you or counsel for the Underwriter promptly Underwriters (i) when the Final Prospectus Supplement shall have been filed with or transmitted to the Commission for filing pursuant to Rule 424, (ii) when any amendment to the Registration Statement relating to the Offered Certificates shall have become effective, (iii) of any request by the Commission for any amendment of to amend the Registration Statement or amendment of or supplement to the Final Prospectus Supplement or for any additional informationinformation in respect of the offering contemplated hereby, (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto which shall have become effective on or prior to the Closing Date or the institution or threatening of any proceeding for that purpose purpose, and (v) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Offered Underwritten Certificates for sale in any jurisdiction or the initiation institution or threatening of any proceeding for such that purpose. The Company will use its best efforts to prevent the issuance of any such stop order or suspension and, if issued, to obtain as soon as possible the withdrawal thereof. (b) If, at any time when a prospectus relating to the Offered Underwritten Certificates is required to be delivered under the 1933 Act, any event occurs as a result of which the Final Prospectus Prospectus, as then amended or supplemented supplemented, would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it shall be necessary to amend or supplement the Final Prospectus to comply with the 1933 Act or the Exchange Act or the respective rules and regulations thereunder, the Company promptly will prepare and file with the Commission, at the expense of the Company, subject to the first sentence of paragraph (a) of this Section 5, an amendment or supplement which that will correct such statement or omission or an amendment which that will effect such compliance and and, if such amendment or supplement is required to be contained in a post-effective amendment to the Registration Statement, the Company will use its best efforts to cause any required post-effective such amendment to the Registration Statement containing such amendment to be made effective as soon as possible. (c) The Company will furnish to the Underwriter you and to counsel for the UnderwriterUnderwriters, without charge, executed signed copies of the Registration Statement (including exhibits thereto) and each amendment thereto which shall become effective on or prior to the Closing Date Date, and to each other Underwriter a copy of the Registration Statement (without exhibits thereto) and each such amendment and, so long as delivery of a prospectus by the an Underwriter or dealers dealer may be required by the 1933 Act, as many copies of any Preliminary Prospectus Supplement, the Final Prospectus Supplement and the Basic Prospectus and any amendments thereof and supplements thereto as the Underwriter you may reasonably request. The Company will pay the expenses of printing all documents relating to the initial offering, provided that any additional expenses incurred in connection with the requirement of delivery of a market-making prospectus, if applicable, will be borne by the Underwriter. (d) The Company will furnish such information information, execute such instruments and take such action, if any, as may be required and otherwise cooperate in qualifying to qualify the Offered Underwritten Certificates for sale under the laws of such jurisdictions as the Underwriter you may reasonably designate and to will maintain such qualifications in effect so long as required for the distribution of the Offered Underwritten Certificates; provided, however, that the Company shall not be required to qualify to do business in any jurisdiction where it is not now so qualified or to take any action which that would subject it to general or unlimited service of process in any jurisdiction where it is not now so subjectsubject to such service of process. (e) The Company will pay, or cause to be paid, all costs and expenses in connection with the transactions herein contemplated, including, but not limited to, the fees and disbursements of its counsel; the costs and expenses of printing (or otherwise reproducing) and delivering the Pooling and Servicing Agreement and the Underwritten Certificates; the fees and disbursements of accountants for the Company; the reasonable out-of-pocket costs and expenses in connection with the qualification or exemption of the Underwritten Certificates under state securities or "blue sky" laws, including filing fees and reasonable fees and disbursements of counsel in connection therewith, in connection with the preparation of any blue sky survey and in connection with any determination of the eligibility of the Underwritten Certificates for investment by institutional investors and the preparation of any legal investment survey; the expenses of printing any such blue sky survey and legal investment survey; the cost and expenses in connection with the preparation, printing and filing of the Registration Statement (including exhibits thereto), the Basic Prospectus, the Preliminary Prospectus Supplement, if any, and the Prospectus Supplement, the preparation and printing of this Agreement and the delivery to the Underwriters of such copies of the Basic Prospectus and each Preliminary Prospectus Supplement, if any, and Prospectus Supplement as you may reasonably request; the fees of the Rating Agencies that are rating the Underwritten Certificates; and the reasonable fees and disbursements of counsel to the Underwriters. Except as provided above or in Section 7, the Underwriters shall be responsible for paying all other costs and expenses incurred by them in connection with the purchase and sale of the Underwritten Certificates. (f) To the extent that the Pooling and Servicing Agreement provides that the Underwriters are to receive any notices or reports, or have any other rights thereunder, the Company will enforce the rights of the Underwriters under the Pooling and Servicing Agreement and will not consent to any amendment of the Pooling and Servicing Agreement that would adversely affect such rights of the Underwriters. (g) The Company shall, as to itself, and the Company, or pursuant to the Pooling and Servicing Agreement the Trustee, will be required to, as to the Trust Fund, satisfy and comply with all reporting requirements of the Securities Exchange Act of 1934, as amended (the "1934 Act"), and the rules and regulations thereunder. The Company will also file with the Commission a report on Form 8-K setting forth all Computational Materials and ABS Term Sheets provided to the Company by an Underwriter and identified by it as such within the time period allotted for such filing pursuant to the No-Action Letters; provided, however, that prior to such filing of the Computational Materials and ABS Term Sheets by the Company, each Underwriter must comply with its obligations pursuant to Section 4(b). The Company shall file any corrected Computational Materials described in Section 4(b)(vi) as soon as practicable following receipt thereof. (i) The Company shall take all reasonable action necessary to enable the Rating Agencies to provide their respective credit ratings of the Certificates as described in the Prospectus.

Covenants of the Company. The Company hereby covenants and agrees with the Underwriter that: (a) Prior : The Company will prepare the Pricing Free Writing Prospectus and the Final Prospectus setting forth the amount of Offered Certificates covered thereby and the terms thereof not otherwise specified in the Base Prospectus, the expected proceeds to the termination Company from the sale of such Offered Certificates, and such other information as the Underwriter and the Company may deem appropriate in connection with the offering of the such Offered Certificates, the Company will not file any amendment of the Registration Statement or supplement (including the Final Prospectus) to the Basic Prospectus unless the Company has furnished the Underwriter a copy for their review prior to filing and will not file any such proposed amendment or supplement to which the Underwriter reasonably objects. Subject to the foregoing sentence, the Company will cause the Final Prospectus to be filed with the Commission pursuant to Rule 424. The Company promptly will advise the Underwriter promptly or the Underwriter’s counsel (i) when the Pricing Free Writing Prospectus or the Final Prospectus shall have been filed with or transmitted to the Commission for filing pursuant to Rule 433 or Rule 424, as applicable, (ii) when any amendment to the Registration Statement relating to the Offered Certificates shall have become effectiveeffective or any further supplement to the Prospectus shall have been filed with the Commission, (iii) of any proposal or request to amend or supplement the Registration Statement, the Base Prospectus, the Pricing Free Writing Prospectus or the Final Prospectus or any request by the Commission for any amendment of the Registration Statement or amendment of or supplement to the Final Prospectus or for any additional information, (iv) when notice is received from the Commission that any post-effective amendment to the Registration Statement has become or will become effective, (v) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or post-effective amendment thereto or the institution or threatening of any proceeding for that purpose and purpose, (vvi) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Offered Certificates for sale in any jurisdiction or the initiation institution or threatening of any proceeding for such purposethat purpose and (vii) of the occurrence of any event that would cause the Registration Statement, as then in effect, to contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading, or that would cause the Pricing Free Writing Prospectus or the Final Prospectus, as then in effect, to contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Company will use its best efforts to prevent the issuance of any such stop order or suspension and, if issued, to obtain as soon as possible the withdrawal thereof. (b) . The Company will cause the Pricing Free Writing Prospectus and the Final Prospectus to be transmitted to the Commission for filing pursuant to Rule 433 and Rule 424 under the 1933 Act, as applicable or will cause the Pricing Free Writing Prospectus and the Final Prospectus to be filed with the Commission pursuant to said Rule 433 and Rule 424, as applicable. If, at any time when a prospectus relating to the Offered Certificates is required to be delivered under the 1933 Act, any event occurs as a result of which the Final Prospectus Prospectus, as then amended or supplemented supplemented, would include contain any 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 light of the circumstances under which they were made, not misleading, or if it shall be necessary in the judgment of the Company or the Underwriter to amend or supplement the Final Prospectus or the Registration Statement to comply with the 1933 Act or the Exchange Act or the respective rules and regulations thereunder, the Company promptly will prepare and file with the Commission, at the expense of the Company, subject to the first sentence of paragraph (a) of this Section 5, an amendment or supplement which that will correct such statement or omission or an amendment which that will effect such compliance and and, if such amendment or supplement is required to be contained in a post-effective amendment to the Registration Statement, the Company will use its best efforts to cause any required post-effective such amendment to the Registration Statement containing such amendment to be made effective as soon as possible. (c) . Neither the Underwriter’s consent to nor their distribution of any amendment or supplement shall constitute a waiver of any of the conditions set forth in Section 6. The Company will furnish to the Underwriter and counsel for the Underwriter’s counsel, without charge, executed signed copies of the Registration Statement (including exhibits thereto) and each amendment thereto which shall become effective on or prior to the Closing Date andDate, and so long as delivery of a prospectus by the Underwriter or dealers may be required by the 1933 Act, as many copies of the Final Prospectus and any amendments thereof and supplements thereto as the Underwriter may reasonably request. The Company will pay the expenses of printing all documents relating to the initial offering, provided that any additional expenses incurred in connection with the requirement of delivery of a market-making prospectus, if applicable, will be borne by the Underwriter. (d) [Reserved]. The Company will furnish such information information, execute such instruments and take such action, if any, as may be required and otherwise cooperate in qualifying to qualify the Offered Certificates for sale under the laws of such jurisdictions as the Underwriter may reasonably designate and to will maintain such qualifications in effect so long as required for the distribution of the Offered Certificates; provided, however, that the Company shall not be required to qualify to do business in any jurisdiction where it is not now so qualified or to take any action which that would subject it to general or unlimited service of process in any jurisdiction where it is not now subject to such service of process. The Company will pay or cause to be paid all costs and expenses in connection with the transactions herein contemplated, including, but not limited to, the fees and disbursements of its counsel; the costs and expenses of printing (or otherwise reproducing) and delivering the Pooling Agreement and the Certificates; the fees, costs and expenses of the Trustee (to the extent permitted under the Pooling Agreement, and except to the extent that another party is obligated to pay such amounts thereunder); the fees and disbursements of accountants for the Company; the costs and expenses in connection with the qualification or exemption of the Offered Certificates under state securities or “blue sky” laws, including filing fees and reasonable fees and disbursements of counsel in connection therewith, in connection with the preparation of any blue sky survey and in connection with any determination of the eligibility of the Offered Certificates for investment by institutional investors and the preparation of any legal investment survey; the expenses of printing any such blue sky survey and legal investment survey; the cost and expenses in connection with the preparation, printing and filing of the Registration Statement (including exhibits thereto), the Base Prospectus, the Pricing Free Writing Prospectus and the Final Prospectus, the preparation and production of this Agreement and the delivery to the Underwriter of such copies of the Pricing Free Writing Prospectus and the Final Prospectus as the Underwriter may reasonably request; and the fees of the Rating Agencies (as defined in Section 6 hereof). The Company will enter into the Other Agreements on or prior to the Closing Date. The Company will file with the Commission within fifteen days after the issuance of the Offered Certificates a current report on Form 8-K setting forth specific information concerning the Offered Certificates and the Mortgage Loans to the extent that such information is not set forth in the Prospectus. The Company will also file with the Commission any Free Writing Prospectus (as defined herein) delivered to investors in accordance with Sections 6 and 7 (below) as the Company is required under the rules and regulations thereunder to file, and to do so subjectwithin the applicable period of time prescribed by the rules and regulations. The Company acknowledges and agrees that the Underwriter is acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the offering of Certificates contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. In addition, the Underwriter is not advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters, and the Underwriter shall have no responsibility or liability to the Company with respect thereto. The Company has been advised that the Underwriter and its affiliates are engaged in a broad range of transactions that may involve interests that differ from those of the Company and that the Underwriter has no obligation to disclose such interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship. Any review by the Underwriter of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriter and shall not be on behalf of the Company. The Company will, to the extent that the Underwriter has complied with the terms of Section 5 (below), file with the Commission any Free Writing Prospectus (as defined herein) delivered to investors in accordance with Sections 6 and 7 (below), as the Company is required under the rules and regulations to file, and do so within the applicable period of time prescribed by the rules and regulations.

Covenants of the Company. The Company hereby covenants and agrees with the Underwriter that: (a) Prior to obtain the termination withdrawal of such order at the offering of the Offered Certificates, the Company will not file any amendment of the Registration Statement or supplement (including the Final Prospectus) to the Basic Prospectus unless the Company has furnished the Underwriter a copy for their review prior to filing and will not file any such proposed amendment or supplement to which the Underwriter reasonably objects. Subject to the foregoing sentence, the Company will cause the Final Prospectus to be filed with the Commission pursuant to Rule 424earliest possible time. The Company will advise file the Underwriter promptly (i) when the Final Prospectus shall have been filed with the Commission pursuant to Rule 424424(b) under the Securities Act, (ii) when any amendment to if required, not later than the Registration Statement relating to Commission's close of business on the Offered Certificates shall have become effectivesecond business day following the execution and delivery of this Agreement or, (iii) of any request if applicable, such earlier time as may be required by the Commission for any amendment Rule 430A of the Registration Statement or amendment of or supplement to the Final Prospectus or for any additional information, (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the institution or threatening of any proceeding for that purpose and (v) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Offered Certificates for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose. The Company will use its best efforts to prevent the issuance of any such stop order and, if issued, to obtain as soon as possible the withdrawal thereofCommission. (b) If, If at any time when a prospectus relating to the Offered Certificates Common Stock is required to be delivered under the Securities Act, any event occurs as a result of which the Final Prospectus as then amended Prospectus, including any amendments or supplemented supplements, would include any an untrue statement of a material fact fact, or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it shall be is necessary at any time to amend the Prospectus, including any amendments or supplement the Final Prospectus supplements, to comply with the Securities Act or the Exchange Act or the respective rules thereunderRules and Regulations, the Company will notify you and request you to suspend (and to advise the other Selected Placement Agents, if any, to suspend) solicitation of offers to purchase Common Stock; and the Company will promptly will prepare and file with the Commission, subject to the first sentence of paragraph (a) of this Section 5, Commission an amendment or supplement which will correct such statement or omission or an amendment which will effect such compliance and will use its best efforts compliance; and, in case any Selected Placement Agent (including you) is required to cause any required post-deliver a Prospectus nine months or more after the effective amendment to date of the Registration Statement containing Statement, the Company upon request will prepare promptly and deliver to you such amendment prospectus or prospectuses as may be necessary to be made effective as soon as possiblepermit compliance with the requirements of Section 10(a)(3) of the Securities Act and applicable provisions of the Blue Sky Laws. (c) The Company will furnish to the Underwriter and counsel for the Underwriternot, without charge, executed copies of the Registration Statement (including exhibits thereto) and each amendment thereto which shall become effective on or prior to the final Closing Date andDate, so long incur any material liability or obligation, direct or contingent, or enter into any material transaction other than in the ordinary course of business, except as delivery of a prospectus by disclosed prior thereto in the Underwriter or dealers may be required by the Act, as many copies of the Final Prospectus and any amendments thereof and supplements thereto as the Underwriter may reasonably request. The Company will pay the expenses of printing all documents relating to the initial offering, provided that any additional expenses incurred in connection with the requirement of delivery of a market-making prospectus, if applicable, will be borne by the UnderwriterProspectus. (d) The Company will furnish shall promptly prepare and file with the Commission such information reports as may be required and otherwise cooperate in qualifying the Offered Certificates for sale to be filed under the laws Securities Act, the Rules and Regulations, the Exchange Act or the Blue Sky Laws. (e) Not later than 3 months after the end of the period referred to below, the Company will make generally available to you and to the Company's security holders an earnings statement (which need not be audited) covering a period of at least 12 months beginning with its first fiscal quarter occurring after the effective date of the Registration Statement, which will satisfy the provisions of the last paragraph of Section 11(a) of the Securities Act and Rule 158 promulgated thereunder. (f) The Company shall comply in all respects with the undertakings given by it in connection with the qualification or registration of the Common Stock under the Securities Act or the Blue Sky Laws. 14 80 (g) During such period as a prospectus is required by law to be delivered in connection with sales by any Selected Placement Agent, the Company will furnish to you at its expense, copies of the Registration Statement, the Prospectus, any Preliminary Prospectus and all amendments and supplements to any such documents in such quantities as you may reasonably request, for the purposes contemplated by the Securities Act and the Rules and Regulations. (h) The Company shall promptly apply for and take such steps as may reasonably be necessary, to obtain and maintain the quotation of a Common Stock by the American Stock Exchange or NASDAQ Small Cap Market or on the NASD OTC Bulletin Board. (i) During the period of 3 years following the date of this Agreement, as soon as practicable after the end of each fiscal year, the Company will furnish to you two copies, and to each of the other Selected Placement Agents one copy, of the Annual Report of the Company containing a balance sheet as of the close of such jurisdictions as the Underwriter may reasonably designate fiscal year and to maintain such qualifications in effect so long as required corresponding statements of income, members' equity and cash flows for the distribution fiscal year then ended, such financial statements to be under the report of independent public accountants. During such period, the Company will also furnish to you, if applicable, one copy of (i) each report filed by the Company with the Commission, or with any exchange or quotation source pursuant to the requirements of, or any agreement with, such exchange or quotation source, as soon as practicable after the filing thereof and (ii) each report of the Offered Certificates; Company mailed to its shareholders, as soon as available. (j) The Company will apply the net proceeds from the sale of the Common Stock to be sold by it hereunder for the purposes set forth in the Prospectus. (k) The Company will not make any offer, sale, transfer, issuance or other disposition of any of its securities, other than grants of options, within 120 days following the final Closing Date, and will obtain the undertaking of each executive officer (as defined under the Securities Act), director and holder of 10% or more of the aggregate equity ownership of the Company immediately prior to such date not to make any such offer, sale or other disposition within such period, otherwise than hereunder or with your written consent or pursuant to bona fide gifts, provided, howeverin the last case, that each donee agrees in writing with you to be bound by the same restrictions on the offer, sale and disposition of securities as are expressed in this Section 5(k). (l) The Company shall not be required at all times reserve and keep available such number of authorized shares of Common Stock as are sufficient to qualify to do business in any jurisdiction where it is not now so qualified or to take any action which would subject it to general or unlimited service permit the exercise of process in any jurisdiction where it is not now so subject.all Underwriter's Warrants; all shares of Common Stock issued upon the exercise of Underwriter's Warrants, upon receipt of full payment therefor

Covenants of the Company. (a) The Company hereby covenants and agrees with the Underwriter thatas follows: (ai) Prior to the termination of the offering of the Offered Certificates, the The Company will not file any amendment of use its best efforts to cause the Registration Statement or supplement (including Statement, if not effective at the Final Prospectus) time of execution of this Agreement, and any amendments thereto, to become effective as promptly as possible. The Company shall prepare the Basic Prospectus unless in a form approved by the Company has furnished the Underwriter a copy for their review prior to filing Representatives and will not file any such proposed amendment or supplement to which the Underwriter reasonably objects. Subject to the foregoing sentence, the Company will cause the Final Prospectus to be filed with the Commission pursuant to Rule 424. 424(b) under the Securities Act not later than the Commission's close of business on the second business day following the execution and delivery of this Agreement, or, if applicable, such earlier time as may be required by Rule 430A(a)(3) under the Securities Act. (ii) The Company will shall promptly advise the Underwriter promptly Representatives in writing (i) when the Final Prospectus shall have been filed with the Commission pursuant to Rule 424, (iiA) when any amendment to the Registration Statement relating to the Offered Certificates shall have become effective, (iiiB) of any request by the Commission for any amendment of the Registration Statement or amendment of or supplement to the Final Prospectus or for any additional information, (ivC) of the prevention or suspension of the use of any preliminary prospectus or the Prospectus or of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the institution or threatening of any proceeding for that purpose and (vD) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Offered Certificates Shares for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose. The Company will shall not file any amendment of the Registration Statement or supplement to the Prospectus unless the Company has furnished the Representatives a copy for its review prior to filing and shall not file any such proposed amendment or supplement to which the Representatives reasonably object. The Company shall use its best efforts to prevent the issuance of any such stop order and, if issued, to obtain as soon as possible the withdrawal thereof. (biii) If, at any time when a prospectus relating to the Offered Certificates Shares is required to be delivered under the ActSecurities Act and the Rules, any event occurs as a result of which the Final Prospectus as then amended or supplemented would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, therein in the light of the circumstances under which they were made, made not misleading, or if it shall be necessary to amend or supplement the Final Prospectus to comply with the Securities Act or the Exchange Act or the respective rules thereunderRules, the Company promptly will shall prepare and file with the Commission, subject to the first second sentence of paragraph of (aiv) of this Section 5, an amendment or supplement which will correct such statement or omission or an amendment which will effect such compliance The Company shall make generally available to its security holders and will use its best efforts to cause any required post-effective amendment to the Registration Statement containing such amendment to be made effective Representatives as soon as possiblepracticable, but not later than 45 days after the end of the 12-month period beginning at the end of the fiscal quarter of the Company during which the Effective Date occurs (or 90 days if such 12-month period coincides with the Company's fiscal year), an earnings statement (which need not be audited) of the Company, covering such 12-month period, which shall satisfy the provisions of Section 11(a) of the Securities Act or Rule 158 of the Rules. (cv) The Company will shall furnish to the Underwriter Representatives and counsel for the UnderwriterUnderwriters, without charge, executed signed copies of the Registration Statement (including all exhibits thereto and amendments thereof) and to each other Underwriter a copy of the Registration Statement (without exhibits thereto) and each amendment thereto which shall become effective on or prior to the Closing Date all amendments thereof and, so long as delivery of a prospectus by the an Underwriter or dealers dealer may be required by the ActSecurities Act or the Rules, as many copies of any preliminary prospectus and the Final Prospectus and any amendments thereof and supplements thereto as the Underwriter Representatives may reasonably request. . (vi) The Company will pay shall cooperate with the expenses of printing all documents relating Representatives and their counsel in endeavoring to qualify the initial offering, provided that any additional expenses incurred Shares for offer and sale in connection with the requirement of delivery of a market-making prospectus, if applicable, will be borne by the Underwriter. (d) The Company will furnish such information as may be required and otherwise cooperate in qualifying the Offered Certificates for sale offering under the laws of such jurisdictions as the Underwriter Representatives may reasonably designate and to shall maintain such qualifications in effect so long as required for the distribution of the Offered CertificatesShares; provided, however, that the Company shall not be required in connection therewith, as a condition thereof, to qualify to do business in any jurisdiction where it is not now so qualified as a foreign corporation or to take any action which would subject it execute a general consent to general or unlimited service of process in any jurisdiction where it or subject itself to taxation as doing business in any jurisdiction. (vii) Without the prior written consent of CIBC World Markets Corp., for a period of 90 days after the date of this Agreement, the Company and each of its individual directors and executive officers shall not issue, sell or register with the Commission (other than on Form S-8 or on any successor form), or otherwise dispose of, directly or indirectly, any equity securities of the Company (or any securities convertible into, exercisable for or exchangeable for equity securities of the Company), except for the issuance of the Shares pursuant to the Registration Statement, the grant of options and issuance of shares pursuant to the Company's existing stock option plan or bonus plan and the issuance of shares pursuant to options granted pursuant to the Company's existing stock option plan, in each case as described, or incorporated by reference, in the Registration Statement and the Prospectus. In the event that during this period, (i) any shares are issued pursuant to the Company's existing stock option plan or bonus plan that are exercisable during -27- 28 such 90 day period or (ii) any registration is effected on Form S-8 or on any successor form relating to shares that are exercisable during such 90 period, the Company shall obtain the written agreement of such grantee or purchaser or holder of such registered securities that, for a period of 90 days after the date of this Agreement, such person will not, without the prior written consent of CIBC World Markets Corp., offer for sale, sell, distribute, grant any option for the sale of, or otherwise dispose of, directly or indirectly, or exercise any registration rights with respect to, any shares of Common Stock (or any securities convertible into, exercisable for, or exchangeable for any shares of Common Stock) owned by such person. (viii) On or before completion of this offering, the Company shall make all filings required under applicable securities laws and by the Nasdaq National Market (including any required registration under the Exchange Act). (ix) The Company shall file timely and accurate reports in accordance with the provisions of Florida Statutes Section 517.075, or any successor provision, and any regulation promulgated thereunder, if at any time after the Effective Date, the Company or any of its affiliates commences engaging in business with the government of Cuba or any person or affiliate located in Cuba. (x) The Company will apply the net proceeds from the offering of the Shares in the manner set forth under "Use of Proceeds" in the Prospectus. (b) The Company agrees to pay, or reimburse if paid by the Representatives and/or any Institutional Selling Stockholder, whether or not now the transactions contemplated hereby are consummated or this Agreement is terminated, all costs and expenses incident to the public offering of the Shares and the performance of the obligations of the Company under this Agreement including those relating to: (i) the preparation, printing, filing and distribution of the Registration Statement including all exhibits thereto, each preliminary prospectus, the Prospectus, all amendments and supplements to the Registration Statement and the Prospectus, and the printing, filing and distribution of this Agreement; (ii) the preparation and delivery of certificates for the Shares to the Underwriters; (iii) the registration or qualification of the Shares for offer and sale under the securities or Blue Sky laws of the various jurisdictions referred to in Section 7(a)(vi), including the reasonable fees and disbursements of counsel for the Underwriters and the Institutional Selling Stockholders in connection with such registration and qualification and the preparation, printing, distribution and shipment of preliminary and supplementary Blue Sky memoranda; (iv) the furnishing (including costs of shipping and mailing) to the Representatives and to the Underwriters and the Institutional Selling Stockholders of copies of each preliminary prospectus, the Prospectus and all amendments or supplements to the Prospectus, and of the several documents required by this Section to be so subjectfurnished, as may be reasonably requested for use in connection with the offering and sale of the Shares by the Underwriters or by dealers to whom Shares may be sold; (v) the filing fees of the NASD in connection with its review of the terms of the public offering and reasonable fees and disbursements of counsel for the Underwriters in connection with such review; (vi) inclusion of the Shares for quotation on the Nasdaq National Market; and (vii) all transfer taxes, if any, with (c) The Company agrees to pay, or reimburse if paid by the Institutional Selling Stockholders, any transfer taxes incident to the transfer to the Underwriters of the Shares being sold by the Institutional Selling Stockholders. The Non-Institutional Selling Stockholders will pay any transfer taxes incident to the transfer to the Underwriters of the Shares being sold by the Non-Institutional Selling Stockholders. Nothing herein shall alter the continuing obligations of the Company to the Institutional Selling Stockholders arising under that certain Note and Warrant Agreement dated January 26, 1993 (as amended, modified and supplemented, the "Note and Warrant Agreement") and the other Operative Agreements (as defined in the Note and Warrant Agreement), including, without limitation, sections 22 and 23 of the Note and Warrant Agreement.

Covenants of the Company. The Company hereby covenants and agrees with the each Underwriter thatas follows: (a) Prior The Company, subject to Section 3(b), will comply with the termination requirements of the offering of the Offered CertificatesRule 424(b), the Company will not file any amendment of the Registration Statement or supplement (including the Final Prospectus) to the Basic Prospectus unless the Company has furnished the Underwriter a copy for their review prior to filing as applicable, and will not file any such proposed amendment or supplement to which promptly notify the Underwriter reasonably objects. Subject to Underwriters and confirm the foregoing sentencenotice in writing, the Company will cause the Final Prospectus to be filed with the Commission pursuant to Rule 424. The Company will advise the Underwriter promptly (i) when the Final Prospectus shall have been filed with the Commission pursuant to Rule 424, (ii) when any post-effective amendment to the Registration Statement relating shall become effective or any supplement to the Offered Certificates Prospectus or any amended Prospectus shall have become effectivebeen filed, (ii) of the receipt of any comments from the Commission, (iii) of any request by the Commission for any amendment of to the Registration Statement or any amendment of or supplement to the Final Prospectus or for any additional information, (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the institution or threatening of any proceeding order preventing or suspending the use of any Prospectus, or of the suspension of the qualification of the Securities for that purpose offering or sale in any jurisdiction, or of the initiation of any proceedings for any of such purposes; and (v) any change in the rating assigned by any nationally recognized statistical rating organization to any debt securities (including the Securities) of the Company, or the public announcement by any nationally recognized statistical rating organization that it has under surveillance or review, with possible negative implications, its rating of any such debt securities, or the withdrawal by any nationally recognized statistical rating organization of its rating of any such debt securities since the date of this Agreement. The Company will promptly effect the filings necessary pursuant to Rule 424(b) and will take such steps as it deems necessary to ascertain promptly whether the form of prospectus transmitted for filing under Rule 424(b) was received for filing by the Commission and, in the event that it was not, it will promptly file such prospectus. The Company will make every reasonable effort to prevent the issuance of any such stop order and, if any stop order is issued, to obtain the lifting thereof at the earliest possible moment. (b) The Company will give the Underwriters notice of its intention to file or prepare any additional registration statement with respect to the registration of additional Securities, any amendment to the Registration Statement (including any filing under Rule 462(b)) or any amendment, supplement or revision to either the prospectus included in the Registration Statement at the time it became effective or to the Prospectus (other than an amendment or supplement providing solely for the establishment of or change in, the interest rates, maturities, price or other terms of the Securities or similar changes or an amendment or supplement which relates exclusively to an offering of debt securities under the Registration Statement other than the Securities), whether by the filing of documents pursuant to the 1934 Act (other than any Current Report on Form 8-K relating exclusively to the issuance of debt securities under the Registration Statement other then the Securities), the 1933 Act, or otherwise and will furnish the Underwriters with copies of any such amendment or supplement or other documents proposed to be filed or prepared a reasonable time in advance of such proposed filing or preparation, as the case may be, and will not file any such amendment or supplement or use any such prospectus to which the Underwriters or counsel for the Underwriters shall reasonably object. (c) The Company has delivered or will deliver to the Underwriters as many conformed copies of the Registration Statement (as originally filed) and of each amendment thereto (including exhibits filed therewith or incorporated by reference therein and documents incorporated or deemed to be incorporated by reference therein) as the Underwriters may reasonably request. The copies of the Registration Statement and each amendment thereto furnished to the Underwriters will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. (d) The Company has delivered and will deliver to each Underwriter, from time to time during the period when the Prospectus is required to be delivered under the 1933 Act or the 1934 Act, such number of copies of the Prospectus (as amended or supplemented) as such Underwriter may reasonably request for the purposes contemplated by the 1933 Act or the 1934 Act or the respective applicable rules and regulations of the Commission thereunder. The Prospectus and any amendments or supplements thereto furnished to the Underwriters shall be identical to the electronically transmitted copies of thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. (e) If any event shall occur as a result of which it is necessary, in the reasonable opinion of counsel for the Underwriters or counsel for the Company, to amend or supplement the Prospectus in order that the Prospectus will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein not misleading in the light of the circumstances existing at the time it is required to be delivered to a purchaser, or if it shall be necessary in the reasonable opinion of either such counsel, to amend or supplement the Registration Statement or Prospectus in order to comply with the requirements of the 1933 Act or the 1933 Act Regulations, the Company will promptly prepare and file with the Commission such amendment or supplement, whether by filing documents pursuant to the 1934 Act, the 1933 Act or otherwise so as may be necessary to correct such untrue statement or omission, and the Company will furnish to the Underwriters a reasonable number of copies of such amendment or supplement. (f) The Company will endeavor, in cooperation with the Underwriters, to qualify the Securities for offering and sale under the applicable securities laws of such states and other jurisdictions of the United States as the Underwriters may designate; provided, however, that the Company shall not be obligated to file any general consent to service of process or to qualify as a foreign corporation in any jurisdiction in which it is not so qualified. In each jurisdiction in which the Securities have been so qualified, the Company will file such statements and reports as may be required by the laws of such jurisdiction to continue such qualifications in effect for a period of not less than one year from the effective date of this Agreement. The Company will promptly advise the Underwriters of the receipt by the Company of any notification with respect to the suspension of the qualification of the Offered Certificates Securities for sale in any state or jurisdiction or the initiation initiating or threatening of any proceeding for such purpose. . (g) The Company will make generally available to its security holders as soon as practicable, but not later than 90 days after the close of the period covered thereby, an earnings statement (in form complying with the provisions of Rule 158 of the 1933 Act Regulations) covering a twelve month period beginning not later than the first day of the Company’s fiscal quarter next following the “effective date” (as defined in said Rule 158) of the Registration Statement. (h) The Company will use its best efforts to prevent the issuance net proceeds received by it from the sale of any the Securities in the manner specified in the Prospectus under the caption “Use of Proceeds.” (i) Immediately following the execution of this Agreement, the Company will prepare, and file or transmit for filing with the Commission in accordance with Rule 424(b), copies of a Prospectus containing the terms of the Securities and such stop order and, if issued, to obtain other information as soon as possible the withdrawal thereofUnderwriters and the Company deem appropriate. (bj) IfThe Company, at any time during the period when a prospectus relating to the Offered Certificates Prospectus is required to be delivered under the Act, any event occurs as a result of which the Final Prospectus as then amended or supplemented would include any 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, or if it shall be necessary to amend or supplement the Final Prospectus to comply with the 1933 Act or the Exchange 1934 Act, will file all documents required to be filed with the Commission pursuant to Section 13, 14 or 15 of the 1934 Act or within the respective rules thereundertime periods required by the 1934 Act and the 1934 Act Regulations. (k) From the date of this Agreement until Closing Time, the Company promptly will prepare and file with not, without the Commissionprior written consent of the Lead Underwriters, subject directly or indirectly, sell, offer to sell, contract to sell, or otherwise dispose of, or announce the first sentence of paragraph offering of, any debt securities denominated in United States Dollars, or any security exchangeable into such debt securities, or indexed to United States Dollars, except for any non-syndicated United States Dollar transactions under the Company’s domestic or Euro Medium Term Note Programs. (al) of this Section 5, an amendment or supplement which will correct such statement or omission or an amendment which will effect such compliance and will The Company shall use its best efforts to cause any required post-effective amendment to obtain approval for the Registration Statement containing such amendment to be made effective listing of the Securities on the Luxembourg Stock Exchange by the Closing Time or as soon thereafter as possiblepracticable. (c) The Company will furnish to the Underwriter and counsel for the Underwriter, without charge, executed copies of the Registration Statement (including exhibits thereto) and each amendment thereto which shall become effective on or prior to the Closing Date and, so long as delivery of a prospectus by the Underwriter or dealers may be required by the Act, as many copies of the Final Prospectus and any amendments thereof and supplements thereto as the Underwriter may reasonably request. The Company will pay the expenses of printing all documents relating to the initial offering, provided that any additional expenses incurred in connection with the requirement of delivery of a market-making prospectus, if applicable, will be borne by the Underwriter. (d) The Company will furnish such information as may be required and otherwise cooperate in qualifying the Offered Certificates for sale under the laws of such jurisdictions as the Underwriter may reasonably designate and to maintain such qualifications in effect so long as required for the distribution of the Offered Certificates; provided, however, that the Company shall not be required to qualify to do business in any jurisdiction where it is not now so qualified or to take any action which would subject it to general or unlimited service of process in any jurisdiction where it is not now so subject.

Covenants of the Company. The Company hereby covenants and agrees with the Underwriter thatUBS: (a) Prior to the termination of the offering of the Offered CertificatesShares, the Company will not file any amendment of the Registration Statement or Prospectus or supplement (including the Final ProspectusProspectus or any preliminary prospectus) to the Basic Prospectus unless the Company has furnished the Underwriter you a copy for their your review prior to filing and will not file any such proposed amendment or supplement to which the Underwriter you reasonably objectsobject. Subject to the foregoing sentence, the The Company will cause the Final Prospectus Prospectus, properly completed, and any supplement thereto to be filed with the Commission pursuant to the applicable paragraph of Rule 424424(b) within the time period prescribed and will provide evidence satisfactory to UBS of such timely filing. The Company will promptly advise the Underwriter promptly (i) when the Final Prospectus Prospectus, and any supplement thereto, shall have been filed (if required) with the Commission pursuant to Rule 424424(b), (ii) when when, prior to termination of the offering of the Shares, any amendment to the Registration Statement relating to the Offered Certificates shall have been filed or become effective, (iii) of any request by the Commission or its staff for any amendment of the Registration Statement Statement, or amendment of or for any supplement to the Final Prospectus or for any additional information, (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the institution or threatening of any proceeding for that purpose and (v) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Offered Certificates Shares for sale in any jurisdiction or the initiation institution or threatening of any proceeding for such purpose. The Company will use its best efforts to prevent the issuance of any such stop order or the suspension of any such qualification and, if issued, to obtain as soon as possible the withdrawal thereof. (b) If, at any time when a prospectus relating to the Offered Certificates is required to be delivered under the Act, If any event occurs shall occur or condition exist as a result of which the Final Prospectus as conflicts with the information contained in the Registration Statement then amended or supplemented would include any 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 misleadingon file, or if it shall be is necessary to amend or supplement the Final Prospectus to comply with the Act or the Exchange Act or the respective rules thereunderapplicable law, the Company promptly will prepare and forthwith to prepare, file with the CommissionCommission and furnish, subject at its own expense, to UBS and to any dealer upon request, either amendments or supplements to the first sentence of paragraph (a) of this Section 5Prospectus so that the statements in the Prospectus as so amended or supplemented will not, an amendment when delivered to a prospective purchaser, be misleading or supplement which so that the Prospectus, as amended or supplemented, will correct such statement or omission or an amendment which will effect such compliance and will use its best efforts to cause any required post-effective amendment to no longer conflict with the Registration Statement containing such amendment to be made effective Statement, or so that the Prospectus, as soon as possibleamended or supplemented, will comply with applicable law. (c) The As soon as practicable, the Company will make generally available to its security holders and to UBS an earnings statement or statements of the Company and its subsidiaries which will satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 under the Securities Act. (d) To the extent not available via the Commission’s Electronic Data, Gathering, Analysis and Retrieval System, the Company will furnish to the Underwriter and counsel for the Underwriteryou, without charge, executed copies a signed copy of the Registration Statement (including exhibits theretothereto and documents incorporated by reference therein) and each amendment thereto which shall become effective on or prior to deliver to UBS during the Closing Date and, so long as delivery of a prospectus by the Underwriter or dealers may be required by the Actperiod mentioned in Section 3(i) below, as many copies of the Final Prospectus Prospectus, any documents incorporated by reference therein and any supplements and amendments thereof and supplements thereto or to the Registration Statement as the Underwriter you may reasonably request. The Company will pay the expenses of printing all documents relating to the initial offering, provided that any additional expenses incurred in connection with the requirement of delivery of a market-making prospectus, if applicable, will be borne by the Underwriter. (de) The Company will furnish such information as may be required and otherwise cooperate use its best efforts, in qualifying cooperation with UBS, to arrange, if necessary, for the Offered Certificates qualification of the Shares for sale under the laws of such jurisdictions as the Underwriter UBS may reasonably designate and to designate, will maintain such qualifications in effect so long as required for the distribution of the Offered CertificatesShares and will pay any fee of the Financial Industry Regulatory Authority, in connection with its review of the offering of the Shares; provided, however, that in no event shall the Company shall not be required obligated to qualify to do business in any jurisdiction where it is not now so qualified or to take any action which that would subject it to general or unlimited service of process in suits, other than those arising out of the offering or sale of the Shares, in any jurisdiction where it is not now so subject. (f) The Company will not take, directly or indirectly, any action designed to or that would constitute or that might reasonably be expected to cause or result in, under the Exchange Act or otherwise, stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Shares. (g) The Company will furnish to you a copy of each proposed free writing prospectus to be prepared by or on behalf of, used by, or referred to by the Company and will not use or refer to any proposed free writing prospectus to which you reasonably object. (h) The Company will not take any action without UBS’ consent that would result in UBS or the Company being required to file with the Commission pursuant to Rule 433(d) under the Securities Act a free writing prospectus prepared by or on behalf of UBS that UBS otherwise would not have been required to file thereunder. (i) If, during such period after the first date of the public offering of the Shares, the Prospectus (or in lieu thereof the notice referred to in Rule 173(a) of the Securities Act) is required by law to be delivered in connection with sales by either UBS or Agent, any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Prospectus in order to make the statements therein, in the light of the circumstances when the Prospectus (or in lieu thereof the notice referred to in Rule 173(a) of the Securities Act) is delivered to a purchaser, not misleading, or if it is necessary to amend or supplement the Prospectus to comply with applicable law, the Company will forthwith prepare, file with the Commission and furnish, at its own expense, to UBS upon request, either amendments or supplements to the Prospectus so that the statements in the Prospectus as so amended or supplemented will not, in the light of the circumstances when the Prospectus (or in lieu thereof the notice referred to in Rule 173(a) of the Securities Act) is delivered to a purchaser, be misleading or so that the Prospectus, as amended or supplemented, will comply with applicable law. (j) To use its best efforts to cause the Shares to be listed for quotation on the NYSE and to maintain such listing. (k) That it consents to UBS trading in the Common Stock for UBS’ own account and for the account of its clients.

Covenants of the Company. (a) The Company hereby covenants and agrees that it will pay or cause to be paid (i) all expenses and fees in connection with the Underwriter that: preparation, printing, filing, delivery and shipping of the Registration Statement (a) Prior including this Agreement and all other exhibits to the termination Registration Statement), the Prospectus (including any amendments or supplements thereto) and the Supplemental Material, including, without limitation, expenses associated with the production of slides and graphics, fees and expenses of any consultants engaged in connection with presentations with the prior approval of the Company and travel and lodging expenses of the representatives of the Company and any such consultants, (ii) filing fees, Company counsel's fees and expenses paid and incurred in connection with the registration and qualification of the Shares for offer and sale by Dealer Manager and Participating Brokers under the Act and the securities or Blue Sky laws of the states in which offers are to be made, and (iii) filing fees, Company counsel's fees and expenses paid and incurred in connection with the review by FINRA of the underwriting terms of the offering of the Offered CertificatesShares, and (iv) the Company will not file fees and expenses of any amendment of the Registration Statement registrar or supplement (including the Final Prospectus) to the Basic Prospectus unless the Company has furnished the Underwriter a copy for their review prior to filing and will not file any such proposed amendment or supplement to which the Underwriter reasonably objects. Subject to the foregoing sentence, the Company will cause the Final Prospectus to be filed transfer agent in connection with the Commission pursuant to Rule 424. Shares. (b) The Company will advise the Underwriter Dealer Manager and Participating Brokers promptly (i) when the Final Prospectus shall have been filed with the Commission pursuant to Rule 424, (ii) when any amendment to the Registration Statement relating to the Offered Certificates shall have become effective, (iii) of any request by the Commission for any amendment of the Registration Statement or amendment of or supplement to the Final Prospectus or for any additional information, (iv) of the issuance by the Commission of any stop order suspending withdrawing the effectiveness qualification for the offer and sale of the Registration Statement Shares or of the institution or threatening of any proceeding proceedings for that purpose purpose, and (v) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Offered Certificates for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose. The Company will use its best efforts to prevent the issuance of any such stop order and, if issued, and to obtain as soon as possible the withdrawal lifting thereof, if issued. (bc) If, If at any time when a prospectus Prospectus relating to the Offered Certificates Shares is required to be delivered under the Act, Act any event occurs shall have occurred as a result of which which, in the Final opinion of counsel for the Company, the Prospectus as then amended or supplemented would include any includes an untrue statement of a material fact or omit omits to state any a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it shall be is necessary at any time to amend or supplement the Final Prospectus to comply with the Act or the Exchange Act or the respective rules thereunderAct, the Company promptly will prepare and file with the Commission, subject to the first sentence of paragraph (a) of this Section 5, SEC an appropriate amendment or supplement which will correct such statement or omission or an amendment which will effect such compliance and will use its best efforts to cause any required post-effective amendment to the Registration Statement containing such amendment to be made effective as soon as possible. (c) The Company will furnish to the Underwriter and counsel for the Underwriter, without charge, executed copies of the Registration Statement (including exhibits thereto) and each amendment thereto which shall become effective on or prior to the Closing Date and, so long as delivery of a prospectus by the Underwriter or dealers may be required by the Act, as many copies of the Final Prospectus and any amendments thereof and supplements thereto as the Underwriter may reasonably request. The Company will pay the expenses of printing all documents relating to the initial offering, provided that any additional expenses incurred in connection with the requirement of delivery of a market-making prospectus, if applicable, will be borne by the Underwritersupplement. (d) The Company will furnish deliver to Dealer Manager and Participating Brokers from time to time without charge as many copies of the Prospectus (and, in the event of an amendment or supplement to the Prospectus pursuant to the provisions of this Agreement, of such information amended or supplemented Prospectus) and the Supplemental Material as Dealer Manager or Participating Brokers may be required reasonably request, which Prospectus(es), as from time to time amended or supplemented, and otherwise cooperate Supplemental Material the Company authorizes Dealer Manager and Participating Brokers to use in qualifying connection with the Offered Certificates sale of the Shares. (e) The Company will use its best efforts to register and qualify the Shares for sale under the laws of those states and other jurisdictions where it is intended that offers and sales will be made and will comply to the best of its ability with the laws of those states so as to permit the continuance of sales of the Shares thereunder. The Company covenants and agrees that neither the Company, nor any officer, manager or employee of either of them will make any offer or sale of the Shares unless such jurisdictions offer or sale is made in compliance with the Act and the rules and regulations promulgated thereunder. (f) The Company will comply with all requirements imposed upon it by the Securities Act and the Exchange Act, by the rules and regulations of the SEC promulgated thereunder and by all securities laws and regulations of those states in which an exemption has been obtained or qualification of the Shares has been effected, to permit the continuance of offers and sales of the Shares in accordance with the provisions hereof and of the Prospectus. (g) The Company agrees to do or cause to be done all such filing, recording, publishing and other acts as may be appropriate to comply with the Underwriter may reasonably designate and to maintain such qualifications in effect so long as required requirements of law for the distribution operation of the Offered Certificates; provideda foreign corporation in all jurisdictions, howeverother than Maryland, that where the Company shall not be required desire to qualify to do conduct business in any jurisdiction where it is not now so qualified or to take any action which would subject it to general or unlimited service of process in any jurisdiction where it is not now so subjectown properties as the case may be.

Covenants of the Company. The Company hereby covenants and agrees with the Underwriter thatseveral Underwriters as follows: (a) Prior The Company, during the period when a prospectus is required to be delivered under the termination of the offering of the Offered CertificatesAct (including in circumstances where such requirement may be satisfied pursuant to Rule 172), the Company will not file any amendment of to the Registration Statement or supplement (including the Final Prospectus or any Preliminary Prospectus) to the Basic Base Prospectus unless the Company has furnished the Underwriter you a copy for their your review prior to filing and will not file any such proposed amendment or supplement to which the Underwriter you reasonably objectsobject. Subject to the foregoing sentence, the The Company will cause the Final Prospectus Prospectus, properly completed, and any supplement thereto to be filed in a form approved by the Representatives with the Commission pursuant to the applicable paragraph of Rule 424(b) within the time period prescribed and will provide evidence satisfactory to the Representatives of such timely filing. The Company will promptly advise the Representatives (i) when the Final Prospectus, and any supplement thereto, shall have been filed (if required) with the Commission pursuant to Rule 424. The Company will advise the Underwriter promptly (i) when the Final Prospectus shall have been filed with the Commission pursuant to Rule 424424(b), (ii) when when, prior to termination of the offering of the Securities, any amendment to the Registration Statement relating to the Offered Certificates shall have been filed or become effective, (iii) of any request by the Commission or its staff for any amendment of to the Registration Statement or amendment of or for any supplement to the Final Prospectus or for any additional information, (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of any notice objecting to its use or the institution or threatening of any proceeding for that purpose purpose, and (v) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Offered Certificates Securities for sale in any jurisdiction or the initiation institution or threatening of any proceeding for such purpose. The Company will use its best commercially reasonable efforts to prevent the issuance of any such stop order or the occurrence of any such suspension or objection to the use of the Registration Statement and, if issuedupon such issuance, occurrence or notice of objection, to obtain as soon as possible the withdrawal thereofof such stop order or relief from such occurrence or objection, including, if necessary, by filing an amendment to the Registration Statement or a new registration statement and using its commercially reasonable efforts to have such amendment or new registration statement declared effective as soon as practicable. (b) If so indicated in the Terms Agreement, to prepare a final term sheet, containing solely a description of final terms of the Securities and the offering thereof, substantially in the form provided to the Company by you on or prior to the date hereof, which shall be reasonably acceptable to the Company and to file such term sheet pursuant to Rule 433(d) within the time required by such Rule. (c) If, at any time during the period when a prospectus relating to the Offered Certificates is required to be delivered under the ActAct (including in circumstances where such requirement may be satisfied pursuant to Rule 172), any event occurs as a result of which the Disclosure Package would include any 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 or the circumstances then prevailing not misleading, the Company promptly will (i) notify the Representatives so that any use of the Disclosure Package may cease until it is amended or supplemented; (ii) subject to paragraph (a) of this Section 5, amend or supplement the Disclosure Package to correct such statement or omission; and (iii) supply any amendment or supplement to you in such quantities as you may reasonably request. (d) If, during the period when a prospectus relating to the Securities is required to be delivered under the Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172), any event occurs as a result of which the Final Prospectus as then amended or supplemented would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, therein in the light of the circumstances under which they were made, made at such time not misleading, or if it shall be necessary to amend the Registration Statement, file a new registration statement or supplement the Final Prospectus to comply with the Act or the Exchange Act or the respective rules thereunder, including in connection with use or delivery of the Final Prospectus, the Company promptly will (i) notify the Representatives of any such event, (ii) prepare and file with the Commission, subject to the first second sentence of paragraph (a) of this Section 5, an amendment or supplement or new registration statement which will correct such statement or omission or an amendment which will effect such compliance and will compliance, (iii) use its best commercially reasonable efforts to cause have any required post-effective amendment to the Registration Statement containing such amendment to be made or new registration statement declared effective as soon as possiblepracticable in order to avoid any disruption in the use of the Final Prospectus, and (iv) supply any supplemented Final Prospectus to you in such quantities as you may reasonably request. (ce) As soon as practicable, the Company will make generally available to its security holders and to the Representatives an earnings statement or statements of the Company and its subsidiaries which will satisfy the provisions of Section 11(a) of the Act and Rule 158 (other than any such earnings statement available via the Commission’s XXXXX database). (f) The Company will furnish to the Underwriter Representatives and counsel for the UnderwriterUnderwriters, without charge, executed signed copies of the Registration Statement (including exhibits thereto) and to each amendment thereto which shall become effective on or prior to other Underwriter a copy of the Closing Date Registration Statement (without exhibits thereto) and, so long as delivery of a prospectus by the an Underwriter or dealers dealer may be required by the ActAct (including in circumstances where such requirement may be satisfied pursuant to Rule 172), as many copies of each Preliminary Prospectus, the Final Prospectus and each Issuer Free Writing Prospectus and any amendments thereof and supplements supplement thereto as the Underwriter Representatives may reasonably request. The Company will pay the expenses of printing or other production of all documents relating to the initial offering, provided that any additional expenses incurred in connection with the requirement of delivery of a market-making prospectus, if applicable, will be borne by the Underwriter. (dg) The Company will furnish such information as may be required and otherwise cooperate in qualifying arrange, if necessary, for the Offered Certificates qualification of the Securities for sale under the laws of such jurisdictions as the Underwriter Representatives may reasonably designate and to will maintain such qualifications in effect so long as required for the distribution of the Offered CertificatesSecurities; provided, however, provided that in no event shall the Company shall not be required obligated to qualify to do business in any jurisdiction where it is not now so qualified or to take any action which that would subject it to general or unlimited service of process in suits, other than those arising out of the offering or sale of the Securities, in any jurisdiction where it is not now so subject. (h) The Company agrees that, unless it has or shall have obtained the prior written consent of the Representatives, and each Underwriter, severally and not jointly, agrees with the Company that, unless it has or shall have obtained, as the case may be, the prior written consent of the Company, it has not made and will not make any offer relating to the Securities that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a “free writing prospectus” (as defined in Rule 405) required to be filed by the Company with the Commission or retained by the Company under Rule 433, other than, if applicable, a free writing prospectus containing the information contained in the final term sheet prepared and filed pursuant to Section 5(b) hereof; provided that the prior written consent of the parties hereto shall be deemed to have been given in respect of the Free Writing Prospectuses included in Schedule III to the Terms Agreement and any electronic road show; provided further that each of the Underwriters may, if applicable, use one or more term sheets relating to the Securities containing customary information, not inconsistent with the form of the final term sheet prepared and filed pursuant to Section 5(b) hereof, without the prior consent of the Company. Any such free writing prospectus consented to by the Representatives or the Company is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company agrees that (i) it has treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus and (ii) it has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission, legending and record keeping. (i) The Company, during the period when a prospectus is required to be delivered under the Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172), will file promptly all documents required to be filed with the Commission pursuant to Section 13 or 14 of the Exchange Act. (j) If so indicated in the Terms Agreement, the Company will not, without the prior written consent of the Representatives, offer, sell, contract to sell, pledge, or otherwise dispose of (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the Company or any affiliate of the Company or any person in privity with the Company or any affiliate of the Company), directly or indirectly, including the filing (or participation in the filing) of a registration statement with the Commission in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, any debt or equity securities issued or guaranteed by the Company (other than the Securities) or publicly announce an intention to effect any such transaction, except as set forth in the Terms Agreement and until after the expiration of the restricted period set forth in the Terms Agreement. (k) The Company will not take, directly or indirectly, any action designed to or that would constitute or that might reasonably be expected to cause or result in, under the Exchange Act or otherwise, stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Securities. (l) The Company agrees to pay the costs and expenses relating to the following matters: (i) the preparation, printing or reproduction and filing with the Commission of the Registration Statement (including financial statements and exhibits thereto), each Preliminary Prospectus, the Final Prospectus and each Issuer Free Writing Prospectus, and each amendment or supplement to any of them; (ii) the printing (or reproduction) and delivery (including postage, air freight charges and charges for counting and packaging) of such copies of the Registration Statement, each Preliminary Prospectus, the Final Prospectus and each Issuer Free Writing Prospectus, and all amendments or supplements to any of them, as may, in each case, be reasonably requested for use in connection with the offering and sale of the Securities; (iii) the preparation, printing, authentication, issuance and delivery of certificates for the Securities, including any stamp or transfer taxes in connection with the original issuance and sale of the Securities; (iv) the printing (or reproduction) and delivery of this Agreement, any blue sky memorandum and all other agreements or documents printed (or reproduced) and delivered in connection with the offering of the Securities; (v) the registration of the Securities under the Exchange Act and, if applicable, the listing of the Securities on a securities exchange or admission to trading of the Securities on a quotation system; (vi) any registration or qualification of the Securities for offer and sale under the securities or blue sky laws of the several states (including filing fees and the reasonable fees and expenses of counsel for the Underwriters relating to such registration and qualification); (vii) any filings required to be made with the Financial Industry Regulatory Authority (including filing fees and the reasonable fees and expenses of counsel for the Underwriters relating to such filings); (viii) the transportation and other expenses incurred by or on behalf of Company representatives in connection with presentations to prospective purchasers of the Securities; (ix) the fees and expenses of the Company’s accountants and the fees and expenses of counsel (including local and special counsel) for the Company; and (x) all other costs and expenses incident to the performance by the Company of its obligations hereunder. (m) The Company agrees to use the net proceeds received by it from its sale of the Securities pursuant to this Agreement in the manner specified in the Disclosure Package under the caption “Use of Proceeds.”

Covenants of the Company. The Company hereby covenants and agrees with the each Underwriter that: (a) Prior to After the termination of the offering of the Offered Certificatesdate hereof, the Company will not at any time, whether before or after the Effective Date, file any amendment of the Registration Statement or supplement (including the Final Prospectus) to the Basic Prospectus unless the Company has furnished the Underwriter a copy for their review prior to filing and will not file any such proposed amendment or supplement to which the Underwriter reasonably objects. Subject to the foregoing sentence, the Company will cause the Final Prospectus to be filed with the Commission pursuant to Rule 424. The Company will advise the Underwriter promptly (i) when the Final Prospectus shall have been filed with the Commission pursuant to Rule 424, (ii) when any amendment to the Registration Statement relating or the Prospectus, or any supplement to the Offered Certificates Prospectus, of which the Representative shall not previously have been advised and furnished with a copy, or to which the Representative or the Underwriters' counsel shall have reasonably objected in writing on the ground that it is not in compliance with the Act or the Rules and Regulations. (b) The Company will use its best efforts to cause the Registration Statement to become effective (provided, however, the Company shall not cause the Registration Statement to become effective without the written consent of Tasin) and will advise the Representative, (i) when the Registration Statement shall have become effective and when any amendment thereto shall have become effective, (iii) of and when any request by the Commission for any amendment of the Registration Statement or amendment of or supplement to the Final Prospectus shall be filed with the Commission, (ii) when the Commission shall make request or suggestion for any amendment to the Registration Statement or the Prospectus or for any additional informationinformation and the nature and substance thereof, and (iviii) of the issuance by the Commission of any stop an order suspending the effectiveness of the Registration Statement or of the institution or threatening initiation of any proceeding proceedings for that purpose purpose, and (v) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Offered Certificates for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose. The Company will use its best efforts to prevent the issuance of any such stop an order, or if such an order and, if shall be issued, to obtain as soon as possible the withdrawal thereofthereof at the earliest possible moment. (bc) If, at any time when a prospectus relating to the Offered Certificates is required to be delivered under the Act, any event occurs as a result of which the Final Prospectus as then amended or supplemented would include any 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, or if it shall be necessary to amend or supplement the Final Prospectus to comply with the Act or the Exchange Act or the respective rules thereunder, the The Company promptly will prepare and file with the Commission, subject promptly upon the request of the Representative, such amendments, or supplements to the first sentence Registration Statement or Prospectus, in form and substance satisfactory to counsel to the Company, as in the reasonable opinion of paragraph (a) Xxxxxx Xxxxx P.C., as counsel to the Underwriters, may be necessary or advisable in connection with the offering or distribution of this Section 5the Units, an amendment or supplement which will correct such statement or omission or an amendment which will effect such compliance and will diligently use its best efforts to cause any required post-effective amendment the same to the Registration Statement containing such amendment to be made effective as soon as possible. (c) The Company will furnish to the Underwriter and counsel for the Underwriter, without charge, executed copies of the Registration Statement (including exhibits thereto) and each amendment thereto which shall become effective on or prior to the Closing Date and, so long as delivery of a prospectus by the Underwriter or dealers may be required by the Act, as many copies of the Final Prospectus and any amendments thereof and supplements thereto as the Underwriter may reasonably request. The Company will pay the expenses of printing all documents relating to the initial offering, provided that any additional expenses incurred in connection with the requirement of delivery of a market-making prospectus, if applicable, will be borne by the Underwritereffective. (d) The Company will furnish will, at its expense, when and as requested by the Representative, supply all necessary documents, exhibits and information, and execute all such information applications, instruments and papers as may be required and otherwise cooperate required, in qualifying the Offered Certificates opinion of the Underwriters' counsel, to qualify the Units or such part thereof as the Representative may determine, for sale under the laws so-called "Blue Sky" Laws of such jurisdictions states as the Underwriter may reasonably designate Representative shall designate, and to maintain continue such qualifications qualification in effect so long as required for the purposes of the distribution of the Offered Certificates; Units, provided, however, that the Company shall not be required to qualify to do business as a foreign corporation or dealer in any jurisdiction where it is not now so qualified securities or to take any action which would subject it file a consent to general or unlimited service of process in any jurisdiction where state in any action other than one arising out of the offering or sale of the Units. (e) The Company will, at its own expense, file and provide, and continue to file and provide, such reports, financial statements and other information as may be required by the Commission, or the proper public bodies of the States in which the Units may be qualified for sale, for so long as required by applicable law, rule or regulation and will provide the Representative with copies of all such registrations, filings and reports on a timely basis. (f) During the period of five years from the Effective Date, the Company will deliver to the Underwriter a copy of each annual report of the Company, and will deliver to the Underwriter (i) within 50 days after the end of each of the Company's first three quarter-yearly fiscal periods, a balance sheet of the Company as at the end of such quarter-yearly period, together with a statement of its income and a statement of changes in its cash flow for such period (Form 10-QSB), all in reasonable detail, signed by its principal financial or accounting officer, (ii) within 105 days after the end of each fiscal year, a balance sheet of the Company as at the end of such fiscal year, together with a statement of its income and statement of cash flow for such fiscal year (Form 10-KSB), such balance sheet and statement of cash flow for such fiscal year to be in reasonable detail and to be accompanied by a certificate or report of independent public accountants, (who may be the regular accountants for the Company), (iii) as soon as available a copy of every other report (financial or other) mailed to the stockholders, and (iv) as soon as available a copy of every non-confidential report and financial statement furnished to or filed with the Commission or with any securities exchange pursuant to requirements by or agreement with such exchange or the Commission pursuant to the Securities Exchange Act of 1934, as amended (the "1934 Act"), or any regulations of the Commission thereunder. If and for so long as the Company has one or more active subsidiaries, the financial statements required by (i) and (ii) above shall be furnished on a consolidated basis in respect of the Company and all of the Company's subsidiaries. The financial statements referred to in (ii) shall also be furnished to all of the stockholders of the Company as soon as practicable after the 90 days referred to therein. (g) The Company represents that with respect to the Warrants and the shares of Common Stock, it will prepare and file a Registration Statement with the Commission pursuant to Section 12(g) of the 1934 Act, prior to the Effective Date with a request that such Registration Statement will become effective on the Effective Date. The Company understands that, to register, it must prepare and file with the Securities and Exchange Commission a General Form of Registration of Securities (Form 8-A or Form 10). In addition, the Company agrees to qualify its Units, Common Stock and the Warrants for listing on the NASDAQ system on the Effective Date and will take all reasonable and necessary and appropriate action so that the securities continue to be listed for trading in the NASDAQ system for at least ten years from the Effective Date provided the Company otherwise complies with the prevailing maintenance requirements. In addition, at such time as the Company qualifies for listing its securities on the National Market System of NASDAQ, the Company will use its best efforts to have the Company's Units and components thereof listed on the National Market System of NASDAQ in lieu of listing as Small-Cap Issues on NASDAQ. For so long as the Company is a reporting company under the 1934 Act, the Company shall comply with all periodic reporting and proxy solicitation requirements imposed by the Commission pursuant to the 1934 Act. (h) The Company will make generally available to its security holders, as soon as practicable, but in no event later than 15 months after the Effective Date, an earnings statement of the Company (which need not now so subjectbe audited) in reasonable detail, covering a period of at least twelve months beginning after the Effective Date, which earnings statement shall satisfy the provisions of Section 11(a) of the Act. (i) The Company will, on or about the Effective Date, apply for listing in Standard and Poor's Corporation Records and Standard & Poor's Monthly Stock Guide and shall use its best efforts to have the Company listed in such reports for a period of not less than ten (10) years from the Closing Date. The Company will request accelerated treatment in the Daily News Supplement of Standard and Poor's Corporation Records. (j) The Company shall employ the services of an auditing firm acceptable to the Representative in connection with the preparation of the financial statements required to be included in the Registration Statement and shall continue to appoint such auditors or such other auditors as are reasonably acceptable to the Representative for a period of five (5) years following the Effective Date of the Registration Statement. Said financial statements shall be prepared in accordance with Regulation S-X under the Rules and Regulations. The Company shall appoint North American Transfer Co. as transfer agent for the Common Stock (the "Transfer Agent") and as warrant agent for the Warrants. (k) Prior to the Effective Date, the Company will enter into employment contracts with its executive officers and directors in the form filed with the Securities and Exchange Commission and approved by the Representative. (l) Within ninety (90) days subsequent to the Effective Date, the Company will furnish "Key Man" Life Insurance in the amount of $1,000,000 each on the lives of Xxxxx X. Xxxxxx, Xxxxx X.

Covenants of the Company. The Company hereby covenants and agrees with the Underwriter thatthat it will: (a) Prior Comply with all requirements imposed upon it by the Securities Act, as now and hereafter amended, by the Rules and Regulations from time to time in force, and by all State Acts, to permit the continuance of offers and sales of the Units in accordance with the provisions of Sections 3(b), 4(2) and/or 4(6) of the Securities Act and of Rule 506 of Regulation D, as and to the termination of extent applicable to the offering of Offering, and the Offered CertificatesMemorandum. During the Offering Period, the Company will not file any amendment amend or supplement the Memorandum in order to make such Memorandum comply with the requirements of the Registration Statement or supplement (including the Final Prospectus) to the Basic Prospectus unless the Company has furnished the Underwriter a copy for their review prior to filing and will not file any such proposed amendment or supplement to which the Underwriter reasonably objects. Subject to the foregoing sentenceSecurities Act, the Company will cause Rules and Regulations and the Final Prospectus to be filed with the Commission pursuant to Rule 424. The Company will advise the Underwriter promptly (i) when the Final Prospectus shall have been filed with the Commission pursuant to Rule 424, (ii) when any amendment to the Registration Statement relating to the Offered Certificates shall have become effective, (iii) of any request by the Commission for any amendment of the Registration Statement or amendment of or supplement to the Final Prospectus or for any additional information, (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the institution or threatening of any proceeding for that purpose and (v) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Offered Certificates for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose. The Company will use its best efforts to prevent the issuance of any such stop order and, if issued, to obtain as soon as possible the withdrawal thereofState Acts. (b) IfUntil the termination of the Offering Period, furnish to the Placement Agent information necessary to keep the Memorandum fair, accurate and complete in all material respects. (c) If at any time when a prospectus relating to the Offered Certificates is required to be delivered under the Act, any event occurs as a result of which the Final Prospectus as then amended or supplemented Memorandum would include any an untrue statement of a material fact or or, in view of the circumstances under which they were made, omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, therein not misleading, or if it shall be necessary to amend or supplement the Final Prospectus to comply with the Act or the Exchange Act or the respective rules thereunder, the Company promptly will prepare notify the Placement Agent thereof (unless the information shall have been received from the Placement Agent) and file with will effect the Commission, subject to the first sentence preparation of paragraph (a) of this Section 5, an amendment amended or supplement supplemental Memorandum which will correct such statement or omission or an amendment which will effect such compliance and will use its best efforts to cause any required post-effective amendment to the Registration Statement containing such amendment to be made effective as soon as possible. (c) The Company will furnish to the Underwriter and counsel for the Underwriter, without charge, executed copies of the Registration Statement (including exhibits thereto) and each amendment thereto which shall become effective on or prior to the Closing Date and, so long as delivery of a prospectus by the Underwriter or dealers may be required by the Act, as many copies of the Final Prospectus and any amendments thereof and supplements thereto as the Underwriter may reasonably request. The Company will pay the expenses of printing all documents relating to the initial offering, provided that any additional expenses incurred in connection with the requirement of delivery of a market-making prospectus, if applicable, will be borne by the Underwriteromission. (d) Upon the Placement Agent's reasonable request, the Company will prepare an amended or supplemental Memorandum and take any other action which may be necessary of advisable in connection with the offer and sale of the Units. (e) Not offer, offer to sell, offer for sale or sell any of the Units of the Company or other securities, except and to the extent any such offer, offer to sell, offer for sale or sale shall not render unavailable the exemptions from registration and qualification requirements of the Securities Act and the State Acts relied upon the respect to the offering and sale of the Units contemplated by this Agreement. (f) Provided their subscriptions are accepted by the Company and approved by the Placement Agent, issue the Notes and Warrants with respect to the Units to the holders in accordance with the description of the procedures as set forth in the Memorandum and the subscription documents to be delivered with the Memorandum. (g) Prepare, execute and file a Form D (and any and all amendments or supplements thereto) with the SEC in timely manner and deliver copies thereof to the placement Agent, together with copies of all forms (including without limitation, Form Ds) and other documents and/or materials filed either before or after the First Closing Date and the Additional Closing Dates, and comply with Regulation D and the State Acts and make any fillings required by the SEC and state securities authorities in a timely manner. (h) The Company will furnish make available for inspection by the Placement Agent or its authorized representatives, at the Company's principal office during normal business hours, any information and documents relating to the business and operations of the Company as the Placement Agent may reasonably request and as are available to the Company or obtainable by it without unreasonable effort or expense. (j) The Company shall at all times reserve and keep available such information number of authorized shares of its common stock as may are sufficient to permit the exercise of the Warrants and Agent Warrants; all shares of common stock issued upon the exercise of Warrants and Agent Warrants, upon receipt of full payment therefore, will be required duly authorized, validly and otherwise cooperate legally issued, fully paid and nonassessable, and such common stock will not have been issued in qualifying violation of or subject to any preemptive rights provided for by law or by the Offered Certificates for sale Company's corporate charter or bylaws or be subject to any lien, claim, encumbrance, security interest, preemptive rights or any other claim of any third party. (k) The Company shall file such registration statements and include such securities of the Company in such registration statements filed under the laws of such jurisdictions Securities Act as specifically provided in the Underwriter may reasonably designate Memorandum and to maintain such qualifications in effect so long as required for the distribution subscription agreement entered into by the purchaser of the Offered Certificates; provided, however, that the Company shall not be required to qualify to do business in any jurisdiction where it is not now so qualified or to take any action which would subject it to general or unlimited service of process in any jurisdiction where it is not now so subjectUnits.

Covenants of the Company. (a) The Company hereby covenants and agrees with the Underwriter that: (a) Prior to the termination of the offering of the Offered Certificates, the Company that it will not file any amendment of the Registration Statement duly and punctually pay or supplement (including the Final Prospectus) to the Basic Prospectus unless the Company has furnished the Underwriter a copy for their review prior to filing and will not file any such proposed amendment or supplement to which the Underwriter reasonably objects. Subject to the foregoing sentence, the Company will cause the Final Prospectus to be filed with paid the Commission pursuant to Rule 424. The Company will advise principal of, premium (if any) and interest on this Security, at the Underwriter promptly (i) when respective times and in the Final Prospectus shall have been filed with the Commission pursuant to Rule 424, (ii) when any amendment to the Registration Statement relating to the Offered Certificates shall have become effective, (iii) of any request by the Commission manner provided for any amendment of the Registration Statement or amendment of or supplement to the Final Prospectus or for any additional information, (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the institution or threatening of any proceeding for that purpose and (v) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Offered Certificates for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose. The Company will use its best efforts to prevent the issuance of any such stop order and, if issued, to obtain as soon as possible the withdrawal thereofherein. (b) If, at any time when a prospectus relating to the Offered Certificates is required to be delivered under the Act, any event occurs as a result of which the Final Prospectus as then amended or supplemented would include any 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, or if it shall be necessary to amend or supplement the Final Prospectus to comply with the Act or the Exchange Act or the respective rules thereunderUnless otherwise permitted herein, the Company promptly will prepare and file with the Commission, subject to the first sentence of paragraph (a) of this Section 5, an amendment do or supplement which will correct such statement or omission or an amendment which will effect such compliance and will use its best efforts to cause any required post-effective amendment to the Registration Statement containing such amendment to be made effective as soon as possibledone all things necessary to preserve and keep in full force and effect its existence and rights (charter and statutory). (c) The Company will furnish cause all properties used or useful in the conduct of its business or the business of any Subsidiary to be maintained and kept in good condition, repair and working order and supplied with all necessary improvements thereof, all as in the reasonable judgment of the Company may be necessary so that the business carried on in connection therewith may be properly and advantageously conducted at all times, provided, however, that nothing in this paragraph (c) shall prevent the Company from discontinuing the operation and maintenance of any such properties if such discontinuance is, in the reasonable judgment of the Company, desirable in the conduct of its business or the business of any Subsidiary and not disadvantageous in any respect to the Underwriter and counsel for the Underwriter, without charge, executed copies holder of the Registration Statement (including exhibits thereto) and each amendment thereto which shall become effective on or prior to the Closing Date and, so long as delivery of a prospectus by the Underwriter or dealers may be required by the Act, as many copies of the Final Prospectus and any amendments thereof and supplements thereto as the Underwriter may reasonably request. The Company will pay the expenses of printing all documents relating to the initial offering, provided that any additional expenses incurred in connection with the requirement of delivery of a market-making prospectus, if applicable, will be borne by the Underwriterthis Security. (d) Within the period prior to the expiration of the holding period applicable to sales of this Security or any Common Stock issuable upon conversion of this Security under Rule 144(k) under the Securities Act (or any successor provision), the Company covenants and agrees that it shall, during any period in which it is not subject to Section 13 or 15(d) of the Exchange Act, make available to any holder or beneficial holder of this Security or such Common Stock which continue to be “Restricted Securities” as defined in Rule 144 in connection with any sale thereof and any purchaser of this Security or such Common Stock designated by such holder or beneficial holder, the information required pursuant to Rule 144A(d)(4) under the Securities Act upon request of any holder or beneficial holder of this Security or such Common Stock and it will take such further action as any holder or beneficial holder of this Security or such Common Stock may reasonably request, all to the extent required from time to time to enable such holder or beneficial holder to sell this Security or such Common Stock without registration under the Securities Act within the limitation of the exemption provided by Rule 144A, as such rule may be amended from time to time. Upon the request of any holder or any beneficial holder of this Security or such Common Stock, the Company will deliver to such holder a written statement as to whether it has complied with such requirements. (e) The Company covenants that it shall not at any time insist upon, plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay, extension or usury law or other law which would prohibit or forgive the Company from paying all or any portion of the principal of, premium (if any) or interest on this Security as contemplated herein, whenever enacted, now or at any time hereinafter in force, or which may affect the covenants of performance in this Security and the Company hereby expressly waives all benefit or advantage of any such law, and covenants that it will furnish not, be resort to any such law, hinder, delay or impede the execution of any power granted herein to the holder of this Security, but will suffer and permit the execution of every such power as though no such law had been enacted. (f) The Company shall not issue or incur any Indebtedness which is convertible into Common Stock or other capital stock of the Company and by its terms is senior in right or payment to this Security. (g) If the Company determines at any time while this Security is outstanding to distribute to all holders of its Common Stock shares of capital stock of a Subsidiary (a “Subsidiary Distribution”), then the following provisions shall apply: (1) The Company shall have prepared and filed a registration statement or an information as may be required and otherwise cooperate in qualifying statement or other applicable document (the Offered Certificates for sale under “SEC Document”) with the laws Commission describing the proposed Subsidiary Distribution including the expected valuation of such jurisdictions as Subsidiary in relation to the Underwriter may reasonably designate and to maintain such qualifications in effect so long as required for the distribution expected valuation of the Offered Certificates; providedCompany after the Subsidiary Distribution. (2) In the SEC Document, however, that the Company shall not have described its choice of one of the following options (the “Company Election”) with respect to this Security: (i) Causing this Security to be required exchanged as of the date of the Subsidiary Distribution for two convertible notes, (A) one of which shall be issued by the Company and shall have terms and conditions identical to qualify this Security other than the principal amount (the “New Company Note”), and (B) one of which the Company shall cause to do business be issued by such Subsidiary and which shall be convertible into the common stock of such Subsidiary but which shall otherwise have terms and conditions identical to this Security other than the principal amount (the “New Subsidiary Note”). The combined principal amounts of the New Company Note and the New Subsidiary Note shall equal the principal amount of this Security and the principal amounts shall be divided between the New Company Note and such New Subsidiary Note based upon pro-forma valuations of the Company and such new Subsidiary (collectively, the “Valuations”) prepared by a nationally recognized investment bank chosen by the Company. Upon the Subsidiary Distribution, the conversion rate of the New Company Note shall be adjusted from the Conversion Rate then applicable to this Security pursuant to the terms of Section 3(g)(4). The conversion rate of the New Subsidiary Note shall be equal to the product of (A) (I) 1,000 divided by (II) the product of (x) the Subsidiary FMV Per Share and (y) one minus a fraction, the numerator of which is the difference between the Company Prior FMV Per Share and the Conversion Price (before giving effect to any adjustment of the Conversion Price resulting from the Subsidiary Distribution) and the denominator of which is the Company Prior FMV Per Share multiplied by (B) the number of shares of Subsidiary capital stock issued in any jurisdiction where it is not now so qualified or to take any action which would subject it to general or unlimited service respect of process each share of Common Stock in any jurisdiction where it is not now so subject.the Subsidiary Distribution. For purposes of this paragraph, the following terms shall have the following meanings:

Covenants of the Company. (a) The Company hereby covenants and agrees with the Underwriter thatas follows: (ai) Prior to the termination of the offering of the Offered Certificates, the The Company will not (A) prepare and timely file any amendment with the Commission under Rule 424(b) a Prospectus containing information previously omitted at the time of effectiveness of the Registration Statement or supplement in reliance on Rule 430A; and (including the Final ProspectusB) to the Basic Prospectus unless the Company has furnished the Underwriter a copy for their review prior to filing and will not file any such proposed amendment or supplement to which the Underwriter reasonably objects. Subject to the foregoing sentence, the Company will cause the Final Prospectus to be filed with the Commission pursuant to Rule 424. The Company will advise the Underwriter promptly (i) when the Final Prospectus shall have been filed with the Commission pursuant to Rule 424, (ii) when any amendment to the Registration Statement relating or supplement to the Offered Certificates Prospectus of which the Underwriters shall not previously have been advised and furnished with a copy a reasonable period of time prior to the proposed filing and as to which the Underwriters shall not have given their consent or which is not in compliance with the Securities Act or the Rules. (ii) The Company shall promptly advise the Representative in writing (A) when any post-effective amendment to the Registration Statement shall have become effectiveeffective or any supplement to the Prospectus shall have been filed, (iiiB) of any request by the Commission for any amendment of the Registration Statement or amendment of or supplement to the Final Prospectus or for any additional information, (ivC) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of any order preventing or suspending the use of any preliminary prospectus or the institution or threatening of any proceeding for that purpose and (vD) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Offered Certificates Shares for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose. The Company will shall use its best efforts to prevent the issuance of any such stop order and, if issued, to obtain as soon as possible the withdrawal thereof. (biii) If, at any time when a prospectus relating to the Offered Certificates Shares is required to be delivered under the ActSecurities Act and the Rules, any event occurs as a result of which the Final Prospectus as then amended or supplemented would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, therein in the light of the circumstances under which they were made, made not misleading, or if it shall be necessary to amend or supplement the Final Prospectus to comply with the Securities Act or the Exchange Act or the respective rules thereunderRules, the Company promptly will shall prepare and file with the Commission, subject to the first sentence of paragraph (ai) of this Section 54(a), an amendment or supplement which will shall correct such statement or omission or an amendment which will shall effect such compliance compliance. (iv) The Company shall make generally available to its security holders and will use its best efforts to cause any required post-effective amendment to the Registration Statement containing such amendment to be made effective Representative as soon as possiblepracticable, but not later than 45 days after the end of the 12-month period beginning at the end of the fiscal quarter of the Company during which the Effective Date occurs (or 90 days if such 12-month period coincides with the Company's fiscal year), an earnings statement (which need not be audited) of the Company, covering such 12-month period, which shall satisfy the provisions of Section 11(a) of the Securities Act or Rule 158 of the Rules. (cv) The Company will shall furnish to the Underwriter Representative and counsel for the UnderwriterUnderwriters, without charge, executed signed copies of the Registration Statement (including all exhibits thereto and amendments thereof) and to each other Underwriter a copy of the Registration Statement (without exhibits thereto) and each amendment thereto which shall become effective on or prior to the Closing Date all amendments thereof and, so long as delivery of a prospectus by the an Underwriter or dealers dealer may be required by the ActSecurities Act or the Rules, as many copies of any preliminary prospectus and the Final Prospectus and any amendments thereof and supplements thereto as the Underwriter Representative may reasonably request. If applicable, the copies of the Registration Statement and Prospectus and each amendment and supplement thereto furnished to the Underwriters will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to EDGAR, except to the extent permitted by Regulation S-T. (vi) The Company will pay shall cooperate with the expenses of printing all documents relating Representative and their counsel in endeavoring to qualify the initial offering, provided that any additional expenses incurred Shares for offer and sale in connection with the requirement of delivery of a market-making prospectus, if applicable, will be borne by the Underwriter. (d) The Company will furnish such information as may be required and otherwise cooperate in qualifying the Offered Certificates for sale offering under the laws of such jurisdictions as the Underwriter Representative may reasonably designate and to shall maintain such qualifications in effect so long as required for the distribution of the Offered CertificatesShares; provided, however, that the Company shall not be required in connection therewith, as a condition thereof, to qualify to do business in any jurisdiction where it is not now so qualified as a foreign corporation or to take any action which would subject it execute a general consent to general or unlimited service of process in any jurisdiction where it or subject itself to taxation as doing business in any jurisdiction. (vii) The Company, during the period when the Prospectus is required to be delivered under the Securities Act and the Rules or the Exchange Act, will file all reports and other documents required to be filed with the Commission pursuant to Section 13, 14 or 15 of the Exchange Act within the time periods required by the Exchange Act and the regulations promulgated thereunder. (viii) Without the prior written consent of W.R. Hambrecht + Co, LLC, for a period of 180 days after the date of txxx Xxxxxxxxx, the Company and each of its individual directors and executive officers shall not now so subjectissue, sell or register with the Commission (other than on Form S-8 or on any successor form), or otherwise dispose of, directly or indirectly, any equity securities of the Company (or any securities convertible into, exercisable for or exchangeable for equity securities of the Company), except for the issuance of the Shares pursuant to the Registration Statement and the issuance of shares pursuant to the Company's existing stock option plan or bonus plan as described in the Registration Statement and the Prospectus. In the event that during this period, (A) any shares are issued pursuant to the Company's existing stock option plan or bonus plan that are exercisable during such 180 day period or (B) any registration is effected on Form S-8 or on any successor form relating to shares that are exercisable during such 180 period, the Company shall obtain the written agreement of such grantee or purchaser or holder of such registered securities that, for a period of 180 days after the date of this Agreement, such person will not, without the prior written consent of W.R. Hambrecht + Co, LLC, offer for sale, sell, distribute, grant any xxxxxx xxx xxx sale of, or otherwise dispose of, directly or indirectly, or exercise any registration rights with respect to, any shares of Common Stock (or any securities convertible into, exercisable for, or exchangeable for any shares of Common Stock) owned by such person. (ix) On or before completion of this offering, the Company shall make all filings required under applicable securities laws and by the Nasdaq National Market (including any required registration under the Exchange Act). (x) Prior to the Closing Date, the Company will issue no press release or other communications directly or indirectly and hold no press conference with respect to the Company, the condition, financial or otherwise, or the earnings, business affairs or business prospects of any of them, or the offering of the Shares without the prior written consent of the Representative unless in the judgment of the Company and its counsel, and after notification to the Representative, such press release or communication is required by law. (xi) The Company will apply the net proceeds from the offering of the Shares in the manner set forth under "Use of Proceeds" in the Prospectus. (xii) The Company will maintain a transfer agent and, if necessary under the jurisdiction of incorporation of the Company, a registrar (which may be the same entity as the transfer agent) for its Common Stock. (xiii) The Company will not take, directly or indirectly, and will use its best efforts to cause its officers, directors or affiliates not to take, directly or indirectly, any action designed to, or that might in the future be expected to cause or result in, stabilization or manipulation of the price of any securities of the Company. (xiv) Upon the request of any Underwriters, the Company shall furnish to such Underwriter an electronic version of the Company's trademarks, servicemarks and corporate logo for use on the website, if any, operated by such Underwriters for the purpose of facilitating the on-line offering of the Shares (the "License"); provided, however, that the License shall be used solely for the purpose described above and is granted without any fee and may not be assigned or transferred. (b) The Company agrees to pay, or reimburse if paid by the Representative, whether or not the transactions contemplated hereby are consummated or this Agreement is terminated, all costs and expenses incident to the public offering of the Shares and the performance of the obligations of the Company under this Agreement as listed below: (i) the preparation, printing, filing and distribution of the Registration Statement including all exhibits thereto, each preliminary prospectus, the Prospectus, all amendments and supplements to the Registration Statement and the Prospectus, and the printing, filing and distribution of this Agreement; (ii) the preparation and delivery of certificates for the Shares to the Underwriters; (iii) the registration or qualification of the Shares for offer and sale under the securities or Blue Sky laws of the various jurisdictions referred to in Section 4(a)(vi), including the reasonable fees and disbursements of counsel for the Underwriters in connection with such registration and qualification and the preparation, printing, distribution and shipment of preliminary and supplementary Blue Sky memoranda; (iv) the furnishing (including costs of shipping and

Covenants of the Company. (a) The Company hereby covenants and agrees with the Underwriter thatas follows: (ai) Prior to the termination of the offering of the Offered Certificates, the The Company will not file any amendment of use its best efforts to cause the Registration Statement or supplement (including Statement, if not effective at the Final Prospectus) time of execution of this Agreement, and any amendments thereto, to become effective as promptly as possible. The Company shall prepare the Basic Prospectus unless in a form approved by the Company has furnished the Underwriter a copy for their review prior to filing Representatives and will not file any such proposed amendment or supplement to which the Underwriter reasonably objects. Subject to the foregoing sentence, the Company will cause the Final Prospectus to be filed with the Commission pursuant to Rule 424. The Company will advise 424(b) under the Underwriter promptly (i) when Securities Act not later than the Final Prospectus shall have been filed with Commission's close of business on the Commission pursuant to Rule 424second business day following the execution and delivery of this Agreement, or, if applicable, such earlier time as may be required by the Rules. (ii) The Company shall promptly advise the Representatives in writing (A) when any post-effective amendment to the Registration Statement relating to the Offered Certificates shall have become effectiveeffective or any supplement to the Prospectus shall have been filed, (iiiB) of any request by the Commission for any amendment of the Registration Statement or amendment of or supplement to the Final Prospectus or for any additional information, (ivC) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of any order preventing or suspending the use of any preliminary prospectus or the institution or threatening of any proceeding for that purpose and (vD) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Offered Certificates Shares for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose. The Company will shall not file any amendment of the Registration Statement or supplement to the Prospectus unless the Company has furnished the Representatives a copy for its review prior to filing and shall not file any such proposed amendment or supplement to which the Representatives reasonably object. The Company shall use its best efforts to prevent the issuance of any such stop order and, if issued, to obtain as soon as possible the withdrawal thereof. (biii) If, at any time prior to the expiration of nine months after the effective date of the Registration Statement, when a prospectus relating to the Offered Certificates Shares is required to be delivered under the ActSecurities Act and the Rules, any event occurs as a result of which the Final Prospectus as then amended or supplemented would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, therein in the light of the circumstances under which they were made, made not misleading, or if it shall be necessary to amend or supplement the Final Prospectus to comply with the Securities Act or the Exchange Act or the respective rules thereunderRules, the Company promptly will shall prepare and file with the Commission, subject to the first second sentence of paragraph (aii) of this Section 55(a), an amendment or supplement which will shall correct such statement or omission or an amendment which will shall effect such compliance compliance; and in case any Underwriter is required to deliver the Prospectus nine months or more after the effective date of the Registration Statement, the Company, upon your request and at the expense of such Underwriter will use its best efforts to cause any required post-effective prepare promptly such amendment or supplement to the Registration Statement containing such amendment Prospectus as may be necessary to be made effective permit compliance with the requirements of Section 10(a)(3) of the Act. (iv) The Company shall make generally available to its security holders and to the Representatives as soon as possiblereasonably practicable, but not later than 45 days after the end of the 12-month period beginning at the end of the fiscal quarter of the Company during which the Effective Date occurs (or 90 days if such 12-month period coincides with the Company's fiscal year), an earning statement (which need not be audited) of the Company, covering such 12-month period, which shall satisfy the provisions of Section 11(a) of the Securities Act or Rule 158 of the Rules. (cv) The Company will shall furnish to the Underwriter Representatives and counsel for the UnderwriterUnderwriters, without charge, executed signed copies of the Registration Statement (including all exhibits thereto and amendments thereof) and to each other Underwriter a copy of the Registration Statement (without exhibits thereto) and each amendment thereto which shall become effective on or prior to the Closing Date all amendments thereof and, so long as delivery of a prospectus by the an Underwriter or dealers dealer may be required by the ActSecurities Act or the Rules, as many copies of any preliminary prospectus and the Final Prospectus and any amendments thereof and supplements thereto as the Underwriter Representatives may reasonably request. If applicable, the copies of the Registration Statement and Prospectus and each amendment and supplement thereto furnished to the Underwriters will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. (vi) The Company will pay shall cooperate with the expenses of printing all documents relating Representatives and their counsel in endeavoring to qualify the initial offering, provided that any additional expenses incurred Shares for offer and sale in connection with the requirement of delivery of a market-making prospectus, if applicable, will be borne by the Underwriter. (d) The Company will furnish such information as may be required and otherwise cooperate in qualifying the Offered Certificates for sale offering under the laws of such jurisdictions as the Underwriter Representatives may reasonably designate and to shall maintain such qualifications in effect so long as required for the distribution of the Offered CertificatesShares; provided, however, that the Company shall not be required in connection therewith, as a condition thereof, to qualify to do business in any jurisdiction where it is not now so qualified as a foreign corporation or to take any action which would subject it execute a general consent to general or unlimited service of process in any jurisdiction where it or subject itself to taxation as doing business in any jurisdiction or qualify as a dealer in securities in any jurisdiction. (vii) The Company, during the period when the Prospectus is required to be delivered under the Securities Act and the Rules or the Exchange Act, will file all reports and other documents required to be filed with the Commission pursuant to Section 13, 14 or 15 of the Exchange Act within the time periods required by the Exchange Act and the regulations promulgated thereunder. (viii) Without the prior written consent of CIBC World Markets Corp., for a period of 90 days after the date of this Agreement, the Company shall not now issue, sell or register with the Commission (other than on Form S-8 or on any successor form), or otherwise dispose of, directly or indirectly, any equity securities of the Company (or any securities convertible into, exercisable for or exchangeable for equity securities of the Company), except for (i) the issuance of the Shares pursuant to the Registration Statement, (ii) the issuance of securities pursuant to the Company's existing stock option plan or bonus plan as described in the Registration Statement and the Prospectus, (iii) securities issued pursuant to the Company's outstanding warrants, preferred stock and options as described in the Registration Statement and the Prospectus, (iv) securities issued as dividends on the Company's outstanding preferred stock and (v) securities issued in connection with acquisitions and private placements by the Company; provided, however, that the recipients of such securities agree in writing to be bound by the restrictions contained in this paragraph with respect to such securities. (ix) On or before completion of this offering, the Company shall make all filings required under applicable securities laws and by the Nasdaq National Market (including any required registration under the Exchange Act). (x) Prior to the Closing Date, the Company will issue no press release or other communications directly or indirectly and hold no press conference with respect to the Company, the condition, financial or otherwise, or the earnings, business affairs or business prospects of any of them, or the offering of the Shares without the prior written consent of the Representatives unless in the judgment of the Company and its counsel, and after notification to the Representatives, such press release or communication is required by law. (xi) The Company will apply the net proceeds from the offering of the Shares in the manner set forth under "Use of Proceeds" in the Prospectus. (b) The Company agrees to pay, or reimburse if paid by the Representatives, whether or not the transactions contemplated hereby are consummated or this Agreement is terminated, all costs and expenses incident to the public offering of the Shares and the performance of the obligations of the Company under this Agreement including those relating to: (i) the preparation, printing, filing and distribution of the Registration Statement including all exhibits thereto, each preliminary prospectus, the Prospectus, all amendments and supplements to the Registration Statement and the Prospectus and any document incorporated by reference therein, and the printing, filing and distribution of this Agreement; (ii) the preparation and delivery of certificates for the Shares to the Underwriters; (iii) the registration or qualification of the Shares for offer and sale under the securities or Blue Sky laws of the various jurisdictions referred to in Section 5(a)(vi), including the reasonable fees and disbursements of counsel for the Underwriters in connection with such registration and qualification and the preparation, printing, distribution and shipment of preliminary and supplementary Blue Sky memoranda; (iv) the furnishing (including costs of shipping and mailing) to the Representatives and to the Underwriters of copies of each preliminary prospectus, the Prospectus and all amendments or supplements to the Prospectus, and of the several documents required by this Section to be so subjectfurnished, as may be reasonably requested for use in connection with the offering and sale of the Shares by the Underwriters or by dealers to whom Shares may be sold; (v) the filing fees of the NASD in connection with its review of the terms of the public offering; (vi) inclusion of the Shares for quotation on the Nasdaq National Market; and (vii) all transfer taxes, if any, with respect to the sale and delivery of the Shares by the Company to the Underwriters. Subject to the provisions of Section 8, the Underwriters agree to pay, whether or not the transactions contemplated hereby are consummated or this Agreement is terminated, all costs and expenses incident to the performance of the obligations of the Underwriters under this Agreement not payable by the Company pursuant to the preceding sentence, including, without limitation, the fees and disbursements of counsel for the Underwriters. (c) The Selling Stockholders, severally and not jointly, or, pursuant to any agreements with the Selling Stockholders, the Company, will pay all expenses incident to the performance of the Selling Stockholders' respective obligations under, and the consummation of the transactions contemplated by, this Agreement, including (i) any stamp duties, capital duties and stock transfer taxes, if any, payable upon the sale of the Shares to the Underwriters, and (ii) the fees and disbursements of the Selling Stockholders' respective counsel and accountants.

Covenants of the Company. (a) The Company hereby covenants and agrees with the Underwriter thatas follows: (ai) Prior to the termination of the offering of the Offered Certificates, the The Company will not file any amendment of use its commercially reasonable efforts to cause the Registration Statement or supplement (including Statement, if not effective at the Final Prospectus) time of execution of this Agreement, and any amendments thereto, to become effective as promptly as possible. The Company shall prepare the Basic Prospectus unless in a form approved by the Company has furnished the Underwriter a copy for their review prior to filing Representatives and will not file any such proposed amendment or supplement to which the Underwriter reasonably objects. Subject to the foregoing sentence, the Company will cause the Final Prospectus to be filed with the Commission pursuant to Rule 424. The Company will advise 424(b) under the Underwriter promptly (i) when Securities Act not later than the Final Prospectus shall have been filed with Commission’s close of business on the Commission pursuant to Rule 424second business day following the execution and delivery of this Agreement, or, if applicable, such earlier time as may be required by the Rules. (ii) The Company shall promptly advise the Representatives in writing (A) when any post-effective amendment to the Registration Statement relating to the Offered Certificates shall have become effectiveeffective or any supplement to the Prospectus shall have been filed, (iiiB) of any request by the Commission for any amendment of the Registration Statement or amendment of or supplement to the Final Prospectus or for any additional information, (ivC) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of any order preventing or suspending the use of any preliminary prospectus or the institution or threatening of any proceeding for that purpose and (vD) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Offered Certificates Shares for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose. The Company will shall not file any amendment of the Registration Statement or supplement to the Prospectus unless the Company has furnished the Representatives a copy for its review prior to filing and shall not file any such proposed amendment or supplement to which the Representatives reasonably object. The Company shall use its best efforts to prevent the issuance of any such stop order and, if issued, to obtain as soon as possible the withdrawal thereof. (biii) If, at any time when a prospectus relating to the Offered Certificates Shares is required to be delivered under the ActSecurities Act and the Rules, any event occurs as a result of which the Final Prospectus as then amended or supplemented would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, therein in the light of the circumstances under which they were made, made not misleading, or if it shall be necessary to amend or supplement the Final Prospectus to comply with the Securities Act or the Exchange Act or the respective rules thereunderRules, the Company promptly will shall prepare and file with the Commission, subject to the first second sentence of paragraph (aii) of this Section 55(a), an amendment or supplement which will shall correct such statement or omission or an amendment which will shall effect such compliance compliance. (iv) The Company shall make generally available to its security holders and will use its best efforts to cause any required post-effective amendment to the Registration Statement containing such amendment to be made effective Representatives as soon as possiblepracticable, but not later than 45 days after the end of the 12-month period beginning at the end of the fiscal quarter of the Company during which the Effective Date occurs (or 90 days if such 12-month period coincides with the Company’s fiscal year, and in both instances such date may be later upon the timely filing of an extension for filing pursuant to Exchange Act Rule 12b-25), an earning statement (which need not be audited) of the Company, covering such 12-month period, which shall satisfy the provisions of Section 11(a) of the Securities Act or Rule 158 of the Rules. (cv) The Company will shall furnish to the Underwriter Representatives and counsel for the UnderwriterUnderwriters, without charge, executed signed copies of the Registration Statement (including all exhibits thereto and amendments thereof) and to each other Underwriter a copy of the Registration Statement (without exhibits thereto) and each amendment thereto which shall become effective on or prior to the Closing Date all amendments thereof and, so long as delivery of a prospectus by the an Underwriter or dealers dealer may be required by the ActSecurities Act or the Rules, as many copies of any preliminary prospectus and the Final Prospectus and any amendments thereof and supplements thereto as the Underwriter Representatives may reasonably request. If applicable, the copies of the Registration Statement and Prospectus and each amendment and supplement thereto furnished to the Underwriters will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. (vi) The Company will pay shall cooperate with the expenses of printing all documents relating Representatives and their counsel in endeavoring to qualify the initial offering, provided that any additional expenses incurred Shares for offer and sale in connection with the requirement of delivery of a market-making prospectus, if applicable, will be borne by the Underwriter. (d) The Company will furnish such information as may be required and otherwise cooperate in qualifying the Offered Certificates for sale offering under the laws of such jurisdictions as the Underwriter Representatives may reasonably designate and to shall maintain such qualifications in effect so long as required for the distribution of the Offered CertificatesShares; provided, however, that the Company shall not be required in connection therewith, as a condition thereof, to qualify to do business in any jurisdiction where it is not now so qualified as a foreign corporation or to take any action which would subject it execute a general consent to general or unlimited service of process in any jurisdiction where or subject itself to taxation as doing business in any jurisdiction. (vii) The Company, during the period when the Prospectus is required to be delivered under the Securities Act and the Rules or the Exchange Act, will file all reports and other documents required to be filed with the Commission pursuant to Section 13, 14 or 15 of the Exchange Act within the time periods required by the Exchange Act and the regulations promulgated thereunder. (viii) Without the prior written consent of CIBC World Markets Corp., for a period of 90 days after the date of this Agreement (the “Company Lock-Up Period”), the Company shall not issue, sell or register with the Commission (other than on Form S-8 or on any successor form), or otherwise dispose of, directly or indirectly, any equity securities of the Company (or any securities convertible into, exercisable for or exchangeable for equity securities of the Company), except for the issuance of the Shares pursuant to the Registration Statement, the issuance of options to purchase Common Stock pursuant to the Company’s 2001 Stock Incentive Plan, the issuance of shares of Common Stock upon the exercise of options granted under the Company’s 2001 Stock Incentive Plan, and the issuance of rights to purchase shares of the Common Stock pursuant to the Company’s Employee Stock Purchase Plan as described in the Registration Statement and the Prospectus. Notwithstanding the foregoing, if (x) during the last 17 days of the Company Lock-Up Period the Company issues an earnings release or material news or a material event relating to the Company occurs; or (y) prior to the expiration of the Company Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 90-day period, the above restrictions imposed in this Section 5(viii) 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; provided, however, that this sentence shall not apply if the research published or distributed on the Company is compliant under Rule 139 of the Securities Act and the Company’s securities are actively traded as defined in Rule 101(c)(1) of Regulation M of the Exchange Act. (ix) On or before completion of this offering, the Company shall make all filings required under applicable securities laws and by the Nasdaq National Market (including any required registration under the Exchange Act). (x) Prior to the Closing Date, the Company will issue no press release or other communications directly or indirectly and hold no press conference with respect to the Company, the condition, financial or otherwise, or the earnings, business affairs or business prospects of any of them, or the offering of the Shares without the prior written consent of the Representatives unless in the judgment of the Company and its counsel, and after notification to the Representatives, such press release or communication is required by law. (xi) The Company will apply the net proceeds from the offering of the Shares in the manner set forth under “Use of Proceeds” in the Prospectus. (b) The Company agrees to pay, or reimburse if paid by the Representatives, whether or not now the transactions contemplated hereby are consummated or this Agreement is terminated, all costs and expenses incident to the public offering of the Shares and the performance of the obligations of the Company under this Agreement including those relating to: (i) the preparation, printing, filing and distribution of the Registration Statement including all exhibits thereto, each preliminary prospectus, the Prospectus, all amendments and supplements to the Registration Statement and the Prospectus, and the printing, filing and distribution of this Agreement; (ii) the preparation and delivery of certificates for the Shares to the Underwriters; (iii) the registration or qualification of the Shares for offer and sale under the securities or Blue Sky laws of the various jurisdictions referred to in Section 5(a)(vi), including the reasonable fees and disbursements of counsel for the Underwriters in connection with such registration and qualification and the preparation, printing, distribution and shipment of preliminary and supplementary Blue Sky memoranda; (iv) the furnishing (including costs of shipping and mailing) to the Representatives and to the Underwriters of copies of each preliminary prospectus, the Prospectus and all amendments or supplements to the Prospectus, and of the several documents required by this Section to be so subjectfurnished, as may be reasonably requested for use in connection with the offering and sale of the Shares by the Underwriters or by dealers to whom Shares may be sold; (v) the filing fees of the NASD in connection with its review of the terms of the public offering and reasonable fees and disbursements of counsel for the Underwriters in connection with such review; (vi) inclusion of the Shares for quotation on the Nasdaq National Market; and (vii) all transfer taxes, if any, with respect to the sale and delivery of the Shares by the Company to the Underwriters. Subject to the provisions of Section 8, the Underwriters agree to pay, whether or not the transactions contemplated hereby are consummated or this Agreement is terminated, all costs and expenses incident to the performance of the obligations of the Underwriters under this Agreement not payable by the Company pursuant to the preceding sentence, including, without limitation, the fees and disbursements of counsel for the Underwriters. (c) The Company will pay all expenses (other than any underwriters’ discounts, commissions and fees) incident to the performance of the Selling Stockholders’ respective obligations under, and the consummation of the transactions contemplated by, this Agreement, including (i) any stamp duties, capital duties and stock transfer taxes, if any, payable upon the sale of the Shares to the Underwriters, and their transfer between the Underwriters pursuant to an agreement between such Underwriters, and (ii) the fees and disbursements of their respective counsel.

Covenants of the Company. The Company hereby covenants and agrees with the Underwriter Underwriters that: (a) Prior to the termination of the offering of the Offered Certificates, the Company will not file any amendment of the Registration Statement or supplement (including the Final Prospectus) to the Basic Prospectus unless the Company has furnished the Underwriter Representative a copy for their its review prior to filing and will not file any such proposed amendment or supplement to which the Underwriter Representative, on behalf of the Underwriters, reasonably objects. Subject to the foregoing sentence, the Company will cause the Final Prospectus to be filed with the Commission pursuant to Rule 424. The Company will advise the Underwriter Representative promptly (i) when the Final Prospectus shall have been filed with the Commission pursuant to Rule 424, (ii) when any amendment to the Registration Statement relating to the Offered Certificates shall have become effective, (iii) of any request by the Commission for any amendment of the Registration Statement or amendment of or supplement to the Final Prospectus or for any additional information, (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the institution or threatening of any proceeding for that purpose and (v) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Offered Certificates for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose. The Company will use its best efforts to prevent the issuance of any such stop order and, if issued, to obtain as soon as possible the withdrawal thereof. (b) If, at any time when a prospectus relating to the Offered Certificates is required to be delivered under the Act, any event occurs as a result of which the Final Prospectus as then amended or supplemented would include any 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, or if it shall be necessary to amend or supplement the Final Prospectus to comply with the Act or the Exchange Act or the respective rules thereunder, the Company promptly will prepare and file with the Commission, subject to the first sentence of paragraph (a) of this Section 5, an amendment or supplement which will correct such statement or omission or an amendment which will effect such compliance and will use its best efforts to cause any required post-effective amendment to the Registration Statement containing such amendment to be made effective as soon as possible. (c) The Company will furnish to the Underwriter Representative and counsel for the UnderwriterUnderwriters, without charge, executed copies of the Registration Statement (including exhibits thereto) and each amendment thereto which shall become effective on or prior to the Closing Date and, so long as delivery of a prospectus by the Underwriter Underwriters or dealers may be required by the Act, as many copies of the Final Prospectus and any amendments thereof and supplements thereto as the Underwriter Underwriters may reasonably request. The Company will pay the expenses of printing all documents relating to the initial offering, provided that any additional expenses incurred in connection with the requirement of delivery of a market-making prospectus, if applicable, will be borne by the Underwriter. (d) The Company will furnish such information as may be required and otherwise cooperate in qualifying the Offered Certificates for sale under the laws of such jurisdictions as the Underwriter Representative may reasonably designate and to maintain such qualifications in effect so long as required for the distribution of the Offered Certificates; provided, however, that the Company shall not be required to qualify to do business in any jurisdiction where it is not now so qualified or to take any action which would subject it to general or unlimited service of process in any jurisdiction where it is not now so subject.

Covenants of the Company. The Company hereby covenants and agrees with the Underwriter Underwriters that: (a) Prior to the termination of the offering of the Offered CertificatesSecurities, the Company will not file any amendment of to the Registration Statement or supplement (including the Final Prospectus) to the Basic Prospectus unless the Company has furnished the Underwriter you a copy for their your review prior to filing filing, and the Company will not file any such proposed amendment or supplement to which the Underwriter you reasonably objectsobject. Subject to the foregoing sentence, the Company will cause the Final Prospectus to be mailed or transmitted by courier to the Commission for filing pursuant to Rule 424(b) by first class certified or registered mail or overnight courier and will cause the Final Prospectus to be filed with the Commission pursuant to Rule 424said Rule. The Company will promptly advise the Underwriter promptly Representatives (i) when the Final Prospectus shall have been filed with mailed or transmitted by courier to the Commission for filing pursuant to Rule 424424(b), (ii) when any amendment to the Registration Statement relating to the Offered Certificates Securities shall have become effective, (iii) of any request by the Commission for any amendment of the Registration Statement or amendment of or supplement to the Final Prospectus or for any additional information, (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the institution or threatening of any proceeding for that purpose and (v) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Offered Certificates Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose. The Company will use its best efforts to prevent the issuance of any such stop order and, if issued, to obtain as soon as possible the withdrawal thereof. (b) IfThe Company will prepare and file with the Commission, promptly upon the request of the Representatives, any amendments or supplements to the Registration Statement or Final Prospectus which, in the opinion of counsel for the Underwriters, may be necessary to enable the several Underwriters to continue sale of the Securities, and the Company will use its best efforts to cause any such amendments to become effective and any such supplements to be filed with the Commission and approved for use by the Underwriters as promptly as possible. If at any time when a prospectus relating to the Offered Certificates Securities is required to be delivered under the Act, any event relating to or affecting the Company occurs as a result of which the Final Prospectus as then amended or supplemented would include any an untrue statement of a material fact fact, or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, statement therein not misleading, or if it shall be is necessary at any time to amend or supplement the Final Prospectus to comply with the Act or the Exchange Act or the respective rules thereunder, the Company promptly will prepare and file with the Commission, subject to the first sentence of paragraph (a) of this Section 54, an amendment or supplement which will correct such statement or omission or an amendment which will effect such compliance and compliance. For the purposes of this paragraph (b), the Company will use its best efforts furnish such information with respect to cause any required post-effective amendment itself as the Representatives may from time to the Registration Statement containing such amendment to be made effective as soon as possibletime reasonably request. (c) As soon as practicable, but not later than 90 days after the end of the 12-month period beginning at the end of the current fiscal quarter of the Company, the Company will make generally available to its security holders and you an earnings statement covering a period of at least twelve months beginning not earlier than said effective date which shall satisfy the provisions of Section 11(a) of the Act. (d) The Company will furnish to the Underwriter Representatives and counsel for the UnderwriterUnderwriters, without charge, executed copies of the Registration Statement (including exhibits theretothereto and documents incorporated by reference therein) and each amendment thereto which shall become effective on or prior to the Closing Date and, so long as delivery of a prospectus by the an Underwriter or dealers dealer may be required by the Act, as many copies of any Preliminary Final Prospectus and the Final Prospectus and any amendments thereof and supplements thereto as the Underwriter Representatives may reasonably request. The Company will pay the expenses of printing all documents relating to the initial offering, provided that any additional expenses incurred in connection with the requirement of delivery of a market-making prospectus, if applicable, will be borne by the Underwriter. (de) The Company will furnish such information and execute such instruments as may be required and otherwise cooperate in qualifying to qualify the Offered Certificates Securities for sale under the securities or blue sky laws of such jurisdictions within the United States as the Underwriter may reasonably designate and to maintain you designate, will continue such qualifications in effect so long as required for distribution and will arrange for the distribution determination of the Offered Certificates; provided, however, that legality of the Securities for purchase by institutional investors. The Company shall not be required to register or qualify as a foreign corporation nor, except as to do business in any jurisdiction where it is not now so qualified or matters and transactions relating to take any action which would subject it the offer and sale of the Securities, consent to general or unlimited service of process in any jurisdiction where it jurisdiction. (f) So long as the Securities shall be outstanding, the Company will deliver to you (i) as soon as practicable after the end of each fiscal year, consolidated balance sheets, statements of income, retained earnings and cash flows of the Company and its consolidated subsidiaries, as at the end of and for such year and the last preceding year, all in reasonable detail and audited by independent public accountants, (ii) as soon as practicable after the end of each of the first three quarterly periods in each fiscal year, unaudited consolidated balance sheets, statements of income, retained earnings and cash flows of the Company and its consolidated subsidiaries, as at the end of and for such period and for the comparable period of the preceding year, all in reasonable detail, (iii) as soon as available, all such proxy statements, financial statements and reports as the Company shall send or make available to its stockholders generally, and (iv) copies of all such annual, periodic and current reports as the Company or any subsidiary shall file with the Commission or any securities exchange. (g) The Company will apply for the listing of the Securities on the New York Stock Exchange, Inc. if requested to do so by you. (h) The Company will pay all costs and expenses in connection with the transactions herein contemplated, including, but not limited to, the fees and disbursements of its counsel; the fees, costs and expenses of preparing, printing and delivering the Indenture and the Securities; the fees, costs and expenses of the Trustee; accounting fees and disbursements; the costs and expenses in connection with the qualification or exemption of the Securities under state securities or blue sky laws, including filing fees and reasonable fees and disbursements of counsel for the Underwriters in connection therewith and in connection with any Blue Sky Memorandum and Legal Investment Survey; the costs and expenses in connection with the preparation, printing and filing of the Registration Statement (including exhibits thereto) and the Basic, Preliminary Final, and Final Prospectus, the preparation and printing of this Agreement and the furnishing to the Underwriters of such copies of each prospectus as the Underwriters may reasonably require; and the fees of rating agencies. It is not now so subjectunderstood, however, that, except as provided in this Section and in Sections 7 and 8 hereof, the Underwriters will pay all of their own costs and expenses, including the fees of their counsel and any advertising expenses connected with any offers they may make. (i) Until the business day following the Closing Date, the Company will not, without the consent of the Representatives, offer or sell, or announce the offering of, any debt securities (other than up to $150,000,000 principal amount of the Company's medium term notes to be issued pursuant to the Company's Registration Statements on Form S-3 (File Nos. 33-42642 and 33-60939)) covered by the Registration Statement or any other registration statement filed under the Act.

Covenants of the Company. The Company hereby covenants and agrees with the Underwriter that: (a) Prior to the termination of the offering of the Offered Certificates, the Company will not file any amendment of the Registration Statement or supplement (including the Final Prospectus) to the Basic Prospectus unless the Company has furnished the Underwriter a copy for their review prior to filing and will not file any such proposed amendment or supplement to which the Underwriter reasonably objects. Subject to the foregoing sentence, the Company will cause the Final Prospectus to be filed with the Commission pursuant to Rule 424. The Company will advise the Underwriter notify you promptly upon becoming aware of, and (if requested by you) will confirm in writing, (i) when the Final Registration Statement has become effective (if such Registration Statement has not become effective prior to the execution of this Agreement), if and when any Prospectus shall have been filed with the Commission is mailed (or otherwise sent) for filing pursuant to Rule 424424 under the Securities Act, (ii) and when any post-effective amendment to the Registration Statement relating to the Offered Certificates shall have become becomes effective, ; (iiiii) any comment of any or request by the Commission or any other federal or state agency for any amendment of amendments or supplements to the Registration Statement or amendment of or supplement to the Final Prospectus or for any additional information, ; (iviii) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the institution initiation of any proceedings for that purpose or threatening prohibiting or restraining the use of any Offer Document as a "proxy" statement or "soliciting material" under the Exchange Act; (iv) the issuance by any state securities commission or other regulatory authority of any order suspending the qualification or the exemption from the qualification of the New Securities under state securities or Blue Sky laws or the initiation of any proceeding for that purpose and purpose; (v) the happening of any event which in the judgment of the receipt by Company makes any statement made in the Company Registration Statement or the Prospectus untrue or which requires the making of any notification with respect to change in the suspension of the qualification of the Offered Certificates for sale in any jurisdiction Registration Statement or the initiation or threatening of any proceeding for such purpose. The Company will use its best efforts to prevent the issuance of any such stop Prospectus in order and, if issued, to obtain as soon as possible the withdrawal thereof. (b) If, at any time when a prospectus relating to the Offered Certificates is required to be delivered under the Act, any event occurs as a result of which the Final Prospectus as then amended or supplemented would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, therein in the light of the circumstances under which they were made, made not misleading; (vi) the occurrence of any event which would cause the Company to withdraw or terminate the Exchange Offer or would permit the Company to exercise any right not to accept Old Securities tendered for exchange; (vii) any other information reasonably available to the Company relating to the Exchange Offer which you may from time to time reasonably request. If at any time the Commission shall issue any order suspending the effectiveness of the Registration Statement, or if it any state securities commission or other regulatory authority shall be necessary issue an order suspending the qualification or exemption from qualification of the New Securities under state securities or Blue Sky laws, the Company will make every reasonable effort to amend obtain the withdrawal of such order at the earliest practicable time. (b) The Company will use reasonable efforts to cause the Registration Statement and any post-effective amendments thereto to become effective as promptly as practicable. The Company will file no such amendments and supplements or supplement the Final Prospectus make no such changes to comply which you shall object in writing or which are not in compliance in all material respects with the Securities Act or the Exchange Act or the respective rules thereunder, the Act. The Company promptly will prepare and file with the Commission, subject to the first sentence of paragraph (a) of this Section 5promptly upon your request, an amendment or supplement which will correct such statement or omission or an amendment which will effect such compliance and will use its best efforts to cause any required post-effective amendment to the Registration Statement containing or amendments or supplements to the Prospectus which may be necessary or advisable in connection with the Exchange Offer so long as each such amendment or supplement complies with all applicable laws, and will use reasonable efforts to be made cause the Registration Statement to become effective as soon promptly as possiblepracticable. (c) The Prior to the issuance of New Securities, the Company will furnish use reasonable efforts to obtain the Underwriter and counsel for the Underwriter, without charge, executed copies registration or qualification of the Registration Statement (including exhibits thereto) and each amendment thereto which shall become effective on New Securities under the securities or prior to the Closing Date and, so long Blue Sky laws of such jurisdictions as delivery of a prospectus by the Underwriter or dealers may be required by for the Act, as many copies consummation of the Final Prospectus and any amendments thereof and supplements thereto as the Underwriter may reasonably request. The Company will pay the expenses of printing all documents relating to the initial offering, provided that any additional expenses incurred in connection with the requirement of delivery of a market-making prospectus, if applicable, will be borne by the UnderwriterExchange Offer. (d) The Company will furnish such information as may be required not voluntarily claim, and otherwise cooperate in qualifying will actively resist any attempts to claim, the Offered Certificates for sale benefit of any usury laws against the holders of the New Securities. (e) The Company will fully comply with the applicable provisions of Rules 424 and 430A under the laws of such jurisdictions as the Underwriter may reasonably designate and to maintain such qualifications Securities Act in effect so long as required for the distribution of the Offered Certificates; provided, however, that the Company shall not be required to qualify to do business in any jurisdiction where it is not now so qualified or to take any action which would subject it to general or unlimited service of process in any jurisdiction where it is not now so subjecta timely manner.

Covenants of the Company. The Company hereby covenants and agrees with the Underwriter that: (a) Prior to The Company (i) shall prepare and timely file with the termination Commission under Rule 424(b) under the Act a prospectus containing information previously omitted at the time of effectiveness of the offering of Registration Statement in reliance on Rule 430A under the Offered Certificates, the Company will Act and (ii) shall not file any amendment to the Registration Statement or supplement to the Prospectus of which you shall not previously have been advised and furnished with a copy or to which you shall have reasonably objected in writing or which is not in compliance with the Act. The Company shall prepare and file, promptly upon your request, any amendments of or supplements to the Registration Statement or Prospectus which you reasonably deem necessary or advisable in connection with the transactions contemplated by this Agreement. (b) The Company shall advise you promptly and shall confirm such advice in writing (i) when the Registration Statement has become effective, (ii) of any request of the Commission for amendment of the Registration Statement or supplement (including the Final Prospectus) for supplementation to the Basic Prospectus unless the Company has furnished the Underwriter a copy for their review prior to filing and will not file any such proposed amendment or supplement to which the Underwriter reasonably objects. Subject to the foregoing sentencethe, the Company will cause the Final Prospectus to be filed with the Commission pursuant to Rule 424. The Company will advise the Underwriter promptly (i) when the Final Prospectus shall have been filed with the Commission pursuant to Rule 424, (ii) when any amendment to the Registration Statement relating to the Offered Certificates shall have become effective, (iii) of any request by the Commission for any amendment of the Registration Statement or amendment of or supplement to the Final Prospectus or for any additional information, and (iviii) of the issuance by the Commission or any state securities commission of any stop order suspending the effectiveness of the Registration Statement or the use of the Prospectus or of the institution or threatening of any proceeding proceedings for that purpose purpose, and (v) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Offered Certificates for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose. The Company will shall use its best efforts to prevent the issuance of any such stop order and, if issued, preventing or suspending the use of the Prospectus and to obtain as soon as possible the withdrawal lifting thereof. (b) If, at any time when a prospectus relating to the Offered Certificates is required to be delivered under the Act, any event occurs as a result of which the Final Prospectus as then amended or supplemented would include any 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, or if it shall be necessary to amend or supplement the Final Prospectus to comply with the Act or the Exchange Act or the respective rules thereunder, the Company promptly will prepare and file with the Commission, subject to the first sentence of paragraph (a) of this Section 5, an amendment or supplement which will correct such statement or omission or an amendment which will effect such compliance and will use its best efforts to cause any required post-effective amendment to the Registration Statement containing such amendment to be made effective as soon as possible. (c) The Company shall cooperate with you in endeavoring to qualify the Units for sale under the securities laws of such jurisdictions as you may have designated in writing and will make such applications, file such documents and reports, and furnish such information as may be required for that purpose, whether before, during or after the offering. The Company shall, from time to time, prepare and file such statements, reports, and other documents, as are or may be required to continue such qualifications in effect for so long a period as you may request. (d) The Company shall qualify the Underwriter Units and counsel the common stock for trading on the Underwriter, without charge, executed copies National Market System of the Registration Statement National Association of Securities Dealers Automated Quotation System (including exhibits thereto"NASDAQ") to be effective upon the Closing. The Company shall make all filings required to obtain and each amendment thereto which maintain the listing of the Units on the NASDAQ National Market System. The Company shall become effective on or prior use its best efforts (i) to be included in Standard & Poor's Corporations Manual and Xxxxx'x Investors Services, Inc. Manual as soon as possible following the Closing Date andand (ii) to continue to be included in both such manuals for at least five (5) years following the Closing Date. (e) The Company shall deliver to you, so long or upon your order, from time to time, as many copies of any Preliminary Prospectus as you may request. The Company shall deliver to you, or upon your order, during the period when delivery of a prospectus by the Underwriter or dealers may be Prospectus is required by under the Act, as many copies of the Final Prospectus and any amendments thereof and supplements thereto in final form, or as the Underwriter thereafter amended or supplemented, as you may reasonably request. The Company will pay shall deliver to you, at or before the expenses Closing Date, five signed copies of printing the Registration Statement and all documents relating amendments thereto including all exhibits filed therewith, and shall deliver to you such number of copies of the initial offeringRegistration Statement, provided that without exhibits, but including any additional expenses incurred in connection with the requirement information incorporated by reference, and of delivery of a market-making prospectusall amendments thereto, if applicable, will be borne by the Underwriteras you may request. (df) If during the period in which a Prospectus is required by law to be delivered by an Underwriter or dealer any event shall occur as a result of which, in the judgment of the Company or in the opinion of counsel for the Underwriter, it becomes necessary to amend or supplement the Prospectus in order to make the statements therein not misleading, or, if it is necessary at any time to amend or supplement the Prospectus to comply with any law, the Company promptly shall prepare and file with the Commission an appropriate amendment to the Registration Statement or supplement to the Prospectus so that the Registration Statement including the Prospectus as so amended or supplemented will not be misleading, or so that the Registration Statement, including the Prospectus, shall comply with law. (g) The Company shall make generally available to its security holders, as soon as it is practicable to do so, but in any event not later than 15 months after the Effective Date of the Registration Statement an earnings statement (which need not be audited) in reasonable detail, covering a period of at least 12 consecutive months beginning after the effective date of the Registration Statement, which earnings statement shall satisfy the requirements of Section 11(a) of the Act and Rule 158 under the Act and will advise you in writing when such statement has been so made available and shall furnish you with a true and correct copy thereof. (h) The Company shall, at its expense, for a period of five years from the Closing Date, deliver to you copies of annual reports and copies of all other documents, reports and information furnished by the Company to its stockholders or filed with any securities exchange pursuant to the requirements of such information exchange or with the Commission pursuant to the Act or the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as soon as they are available. The Company shall deliver to you similar reports with respect to significant subsidiaries, as that term is defined in the Act, which are not consolidated in the Company's financial statements. The Company, at its expense, shall furnish to its security holders an annual report (including financial statements audited by independent public accountants) and, as soon as practical after the end of each of the first three quarters of each fiscal year, a statement of operations of the Company for such quarter (which may be required in summary form), all in reasonable detail. If and otherwise cooperate in qualifying the Offered Certificates for sale under the laws of such jurisdictions long as the Underwriter may reasonably designate Company has an active subsidiary or subsidiaries, the financial statements provided for in this Section 4(h) will be on a consolidated basis to the extent the accounts of the Company and its subsidiary or subsidiaries are consolidated in reports furnished to its stockholders generally. The Company shall also use its best efforts to cause its officers, directors and beneficial owners of ten percent (10%) or more of any of its registered securities to deliver a copy of any of the Commission Forms 3, 4 or 5 filed with the Commission to you and the Company shall deliver copies of all such Forms received by it to you. The Company shall maintain a system of internal accounting controls sufficient to provide reasonable assurances that (i)the transactions are executed in accordance with management's general or specific authorization; (ii) transactions are recorded as necessary in order to permit preparation of financial statements in accordance with generally accepted accounting principles and to maintain such qualifications accountability for assets; (iii) access to assets is permitted only in effect so long as required for the distribution of the Offered Certificates; provided, however, that the Company shall not be required to qualify to do business in any jurisdiction where it is not now so qualified or to take any action which would subject it to accordance with management's general or unlimited service of process in specific authorization; and (iv) the recorded accountability for assets is compared with existing assets at reasonable intervals and appropriate action is taken with respect to any jurisdiction where it is not now so subjectdifferences.

Covenants of the Company. The Company hereby covenants and agrees with the Underwriter ------------------------ Underwriters that: (a) Prior If the Registration Statement has not yet been declared effective the Company will use its best efforts to cause the termination Registration Statement and any amendments thereto to become effective as promptly as possible, and if Rule 430A is used or the filing of the offering of the Offered CertificatesProspectus is otherwise required under Rule 424(b) or Rule 434, the Company will not file any amendment the Prospectus (properly completed if Rule 430A has been used) pursuant to Rule 424(b) or Rule 434 within the prescribed time period and will provide evidence satisfactory to you of the Registration Statement or supplement (including the Final Prospectus) to the Basic Prospectus unless such timely filing. If the Company has furnished the Underwriter a copy for their review prior elects to filing and will not file any such proposed amendment or supplement to which the Underwriter reasonably objects. Subject to the foregoing sentencerely on Rule 434, the Company will cause the Final Prospectus to be filed prepare and file a term sheet that complies with the Commission pursuant to requirements of Rule 424. The Company will advise the Underwriter promptly 434. (i) when the Final Prospectus shall have been filed with the Commission pursuant to Rule 424, (ii) when any amendment to the Registration Statement relating to the Offered Certificates shall have and any amendments thereto become effective, (iiiii) of any request by the Commission for any amendment of or supplement to the Registration Statement or the Prospectus or for any additional information, (iii) of the mailing or the delivery to the Commission for filing of any amendment of or supplement to the Final Prospectus Registration Statement or for any additional informationthe Prospectus, (iv) 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 institution initiation, or threatening the threatening, of any proceeding for that purpose proceedings therefor, (v) of the receipt of any comments from the Commission, and (vvi) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Offered Certificates Shares for sale in any jurisdiction or the initiation or threatening of any proceeding for such that purpose. The If the Commission shall propose or enter a stop order at any time, the Company will use its best efforts 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 possible. The Company will not file any amendment to the withdrawal Registration Statement, make any filing under Rule 462(b) of the Regulations or file any amendment of or supplement to the Prospectus (including the prospectus required to be filed pursuant to Rule 424(b) or Rule 434) that differs from the prospectus on file at the time of the effectiveness of the Registration Statement before or after the effective date of the Registration Statement to which you shall reasonably object in writing after being timely furnished in advance a copy thereof. (b) If, The Company will comply with the Act and the Regulations so as to permit the completion of the distribution of the Shares as contemplated in this Agreement and the prospectus. If at any time when a prospectus relating to the Offered Certificates Shares is required to be delivered under the Act, Act any event occurs shall have occurred as a result of which the Final Prospectus as then amended or supplemented would would, in the judgment of the Underwriters or the Company include any an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it shall be necessary at any time to amend or supplement the Final Prospectus or Registration Statement to comply with the Act or the Exchange Act or the respective rules thereunderRegulations, the Company will notify you promptly will and prepare and file with the Commission, subject to the first sentence of paragraph (a) of this Section 5, Commission an appropriate amendment or supplement which (in form and substance satisfactory to you) that will correct such statement or omission or an amendment which will effect such compliance and will use its best efforts to cause have any required post-effective amendment to the Registration Statement containing such amendment to be made declared effective as soon as possible. (c) The Company will furnish promptly deliver to the Underwriter and counsel for the Underwriter, without charge, executed you four signed copies of the Registration Statement (Statement, including exhibits and all amendments thereto) , and signed copies of all consents, and the Company will promptly deliver to each amendment thereto which shall become effective on or prior of the Underwriters such number of copies of any preliminary prospectus, the Prospectus, the Registration Statement and all amendments of and supplements to such documents, if any, as you may reasonably request, and the Company hereby consents to the Closing Date and, so long as delivery use of a prospectus by the Underwriter or dealers may be required such copies for purposes permitted by the Act, as many copies of the Final Prospectus and any amendments thereof and supplements thereto as the Underwriter may reasonably request. The Company will pay the expenses of printing all documents relating to the initial offering, provided that any additional expenses incurred in connection with the requirement of delivery of a market-making prospectus, if applicable, will be borne by the Underwriter. (d) The Company will furnish such information as may be required endeavor in good faith, in cooperation with you, at or prior to the time of effectiveness of the Registration Statement, to qualify the Shares for offering and otherwise cooperate in qualifying the Offered Certificates for sale under the securities laws relating to the offering or sale of the Shares of such jurisdictions (domestic or foreign) as the Underwriter you may reasonably designate and to maintain such qualifications 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. The Company will promptly advise you of the Offered Certificates; providedreceipt by the Company of any notification with respect to suspension of the qualification of the Shares for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose and will use every reasonable effort to obtain the withdrawal of any order of suspension as soon as possible. (e) The Company will make generally available (within the meaning of Section 11(a) of the Act) to its security holders and to you as soon as practicable, howeverbut not later than 45 days after the end of its fiscal quarter in which the first anniversary date of the effective date of the Registration Statement occurs, an earning statement (in form complying with the provisions of Rule 158 of the Regulations) covering a period of at least twelve consecutive months beginning after the effective date of the Registration Statement. (f) The Company shall cause to be prepared and delivered, at its expense, within one business day from the effective date of this Agreement, to you 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 you, that may be transmitted electronically by you and the other Underwriters to offerees and purchasers of the Shares for at least during the period when the Prospectus is required to be delivered under the Act or the 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 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 you, 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 Prospectus Delivery Period, the Company shall not transmit or cause to be required to qualify to do business in any jurisdiction where it is not now so qualified or to take any action which would subject it to general or unlimited service transmitted promptly, without charge, a paper copy of process in any jurisdiction where it is not now so subjectthe Prospectus.

Covenants of the Company. The Company hereby covenants and agrees with each of the Underwriter several Underwriters that: (a) Prior to the termination of the offering of the Offered Certificates, the Company will not file any amendment of the Registration Statement or supplement (including the Final Prospectus) to the Basic Prospectus unless the Company has furnished the Underwriter Representative a copy for their its review prior to filing and will not file any such proposed amendment or supplement to which the Underwriter Representative reasonably objects. Subject to the foregoing sentence, the Company will cause the Final Prospectus to be filed with the Commission pursuant to Rule 424. The Company will advise the Underwriter Representative promptly (i) when the Final Prospectus shall have been filed with the Commission pursuant to Rule 424, (ii) when any amendment to the Registration Statement relating to the Offered Certificates shall have become effective, (iii) of any request by the Commission for any amendment of the Registration Statement or amendment of or supplement to the Final Prospectus or for any additional information, (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the institution or threatening of any proceeding for that purpose and (v) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Offered Certificates for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose. The Company will use its best efforts to prevent the issuance of any such stop order and, if issued, to obtain as soon as possible the withdrawal thereof. (b) If, at any time when a prospectus relating to the Offered Certificates is required to be delivered under the Act, any event occurs as a result of which the Final Prospectus as then amended or supplemented would include any 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, or if it shall be necessary to amend or supplement the Final Prospectus to comply with the Act or the Exchange Act or the respective rules thereunder, the Company promptly will prepare and file with the Commission, subject to the first sentence of paragraph (a) of this Section 5, an amendment or supplement which will correct such statement or omission or an amendment which will effect such compliance and will use its best efforts to cause any required post-effective amendment to the Registration Statement containing such amendment to be made effective as soon as possible. (c) The Company will furnish to the Underwriter Representative and counsel for the UnderwriterUnderwriters, without charge, executed copies of the Registration Statement (including exhibits thereto) and each amendment thereto which shall become effective on or prior to the Closing Date and, so long as delivery of a prospectus by any of the Underwriter Underwriters or dealers dealer may be required by the Act, as many copies of the Final Prospectus and any amendments thereof and supplements thereto as the Underwriter Representative may reasonably request. The Company will pay the expenses of printing all documents relating to the initial offering, provided that any additional expenses incurred in connection with the requirement of delivery of a market-making prospectus, if applicable, will be borne by the Underwriter. (d) The Company will furnish such information as may be required and otherwise cooperate in qualifying the Offered Certificates for sale under the laws of such jurisdictions as the Underwriter Representative may reasonably designate and to maintain such qualifications in effect so long as required for the distribution of the Offered Certificates; provided, however, that the Company shall not be required to qualify to do business in any jurisdiction where it is not now so qualified or to take any action which would subject it to general or unlimited service of process in any jurisdiction where it is not now so subject.

Covenants of the Company. The Company hereby covenants and agrees with the Underwriter thatas follows: (a) Prior If the Registration Statement has not become effective prior to the termination of the offering of the Offered Certificatesdate hereof, the Company will not file any amendment of use its best efforts to cause the Registration Statement and any subsequent amendments thereto to become effective as promptly as possible. The Company will notify the Underwriter promptly, after the Company shall receive notice thereof, of the time when the Registration Statement, or any subsequent amendment thereto, has become effective or any supplement (including the Final Prospectus) to the Basic Prospectus unless has been filed. Following the Company has furnished the Underwriter a copy for their review prior to filing execution and will not file any such proposed amendment or supplement to which the Underwriter reasonably objects. Subject to the foregoing sentencedelivery of this Agreement, the Company will cause the Final Prospectus to be filed prepare, and timely file or transmit for filing with the Commission pursuant to Rule 424. The Company will advise SEC in accordance with Rules 430A, 424(b) and 434, as applicable, copies of the Underwriter promptly (i) when the Final Prospectus shall have been filed with the Commission pursuant to Rule 424Prospectus, (ii) when any or, if necessary, a post-effective amendment to the Registration Statement relating (including the Prospectus), in which event, the Company will take all necessary action to have such post-effective amendment declared effective as soon as possible. The Company will notify the Offered Certificates shall have become effective, (iii) of any request by Underwriter promptly upon the Commission for any amendment of the Registration Statement or amendment of or supplement to the Final Prospectus or for any additional information, (iv) Company's obtaining knowledge of the issuance by the Commission SEC of any stop order suspending the effectiveness of the Registration Statement or of the institution initiation or threatening threat of any proceeding proceedings for that purpose and (v) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Offered Certificates for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose. The Company will use its best efforts to prevent the issuance of any such stop order and, if a stop order is issued, to obtain as soon as possible the withdrawal or lifting thereof. (b) If. The Company will promptly prepare and file at its own expense with the SEC any amendments of, at any time or supplements to, the Registration Statement or the Prospectus which may be necessary in connection with the distribution of the Debentures by the Underwriter. During the period when a prospectus Prospectus relating to the Offered Certificates Debentures is required to be delivered under the 1933 Act, the Company will promptly file any event occurs as a result of amendments of, or supplements to, the Registration Statement or the Prospectus which the Final Prospectus as then amended or supplemented would include may be necessary to correct any untrue statement of a material fact or omit any omission to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The Company will notify the Underwriter promptly of the receipt of any comments from the SEC regarding the Registration Statement or Prospectus or request by the SEC for any amendment thereof or supplement thereto or for any additional information. The Company will not file any amendment of, or if it shall be necessary to amend or supplement the Final Prospectus to comply with the Act or the Exchange Act or the respective rules thereunderto, the Company promptly will prepare and file with Registration Statement or Prospectus, whether prior to or after the CommissionEffective Date, subject which shall not previously have been submitted to the first sentence of paragraph Underwriter and its counsel a reasonable time prior to the proposed filing or to which the Underwriter shall have reasonably objected. (ab) of this Section 5, an amendment or supplement which will correct such statement or omission or an amendment which will effect such compliance The Company has used and will continue to use its best efforts to cause any required post-effective amendment to register or qualify the Registration Statement containing such amendment to be made effective as soon as possible. (c) The Company will furnish to the Underwriter and counsel for the Underwriter, without charge, executed copies of the Registration Statement (including exhibits thereto) and each amendment thereto which shall become effective on or prior to the Closing Date and, so long as delivery of a prospectus by the Underwriter or dealers may be required by the Act, as many copies of the Final Prospectus and any amendments thereof and supplements thereto as the Underwriter may reasonably request. The Company will pay the expenses of printing all documents relating to the initial offering, provided that any additional expenses incurred in connection with the requirement of delivery of a market-making prospectus, if applicable, will be borne by the Underwriter. (d) The Company will furnish such information as may be required and otherwise cooperate in qualifying the Offered Certificates Debentures for sale under the securities laws of such jurisdictions as the Underwriter may reasonably designate and the Company will file such consents to maintain service of process or other documents necessary or appropriate in order to effect such registration or qualification. In each jurisdiction in which the Debentures shall have been registered or qualified as above provided, the Company will continue such registrations or qualifications in effect for so long as may be required for purposes of the distribution of the Offered Certificates; Debentures, provided, however, that in no event shall the Company shall not be required obligated to qualify to do business as a foreign corporation in any jurisdiction where in which it is not now so qualified or to take any action which would subject it to general or unlimited the service of process in suits, other than those arising out of the offering or sale of the Debentures in any jurisdiction where it is not now so subject. In each jurisdiction where any of the Debentures shall have been so qualified, the Company will file such statements and reports as are or may be reasonably required by the laws of such jurisdiction to continue such qualification in effect for so long as the Debentures are outstanding. The Company will notify the Underwriter immediately of, and confirm in writing, the suspension of qualification of the Debentures or the threat of such action in any jurisdiction. The Company will use its best efforts to qualify or register its Common Stock and Debentures for sale in nonissuer transactions under (or obtain or maintain exemptions from the application of) the securities laws of such states designated by the Underwriter (and thereby permit market-making transactions and secondary trading in its Common Stock and Debentures in such states), and will comply with such securities laws and will continue such qualifications, registrations and exemptions in effect for so long as the Debentures are outstanding. (c) The Company will furnish to the Underwriter, as soon as available, copies of the Registration Statement (one of which will be signed and which shall include all exhibits), the Preliminary Prospectus, the Prospectus and any amendments or supplements to such documents, including any prospectus prepared to permit compliance with Section 10(a)(3) of the 1933 Act, all in such quantities as the Underwriter may from time to time reasonably request prior to the printing of each such document. The Company specifically authorizes the Underwriter and all dealers to whom any of the Debentures may be sold by the Underwriter to use and distribute copies of such Preliminary Prospectuses and Prospectuses in connection with the offer and sale of the Debentures as and to the extent permitted by the federal and applicable state and local securities laws. (d) As soon as practicable (but in no event later than 90 days after the close of the period covered thereby) the Company will make generally available to its security holders, including Debenture holders, and furnish to you, an earnings statement of the Company covering the period of 12 months beginning not later than the first day of the next fiscal quarter following the Effective Date of the Registration Statement which will satisfy the requirements of Section 11(a) or Rule 158 of the 1933 Act and which need not be certified or audited by independent public accountants. (e) For as long as the Company has more than 100 beneficial owners, but in no event more than six years after the Effective Date, the Company will furnish to the Underwriter, without need of request, concurrently with furnishing such reports to its stockholders, the following reports: (i) as soon as they are available, copies of all other reports (financial or otherwise) mailed to security holders; and (ii) as soon as they are available, copies of all reports and financial statements furnished to, or filed with, the SEC, the NASD, any securities exchange or any state securities commission by the Company. During such period, the foregoing financial statements shall be on a consolidated basis to the extent that the accounts of the Company and any Subsidiary or Subsidiaries are consolidated and shall be accompanied by similar financial statements for any significant subsidiary which is not so consolidated. (f) Prior to or as of the Closing Date, the Company shall have performed each condition to closing required to be performed by it pursuant to Section 5 hereof, unless waived by the Underwriter in writing. (g) Other than as permitted by the 1933 Act and the Rules and Regulations, the Company will not distribute any Prospectus or other offering material in connection with the Offering. (h) The Company will cause all holders of its securities who have any demand or participatory registration rights to waive any demand or participatory registration rights which they may have in connection with the offer and sale of the Debentures, in connection with any other offer or sale of other securities of the Company, or as a result of "demand" registration rights for a period of one year from the date of this Agreement. (i) The Company will apply the net proceeds from the sale of the Debentures in the manner set forth under the caption "Use of Proceeds" in the Prospectus. (j) The Company agrees that from the date of its execution of this Agreement to the Closing Date, it will issue press releases, make public statements and respond to inquiries of the press and securities analysts in connection with this Offering only (i) in accordance with its obligations under the 1934 Act after conferring with its counsel and (ii) after conferring with its counsel and with the consent of the Underwriter. (k) The Company will not claim the benefit of any usury laws against any holders of the Debentures. (l) The Company will provide the Underwriter with copies of reports, certificates and supporting documentation furnished to the Trustee pursuant to the Indenture or otherwise concurrently with furnishing such reports to the Trustee. (m) The Company will continue to appoint its current auditors or any replacement firm of auditors reasonably acceptable to the Underwriter to audit its financial statements. (n) The Company agrees that the necessary legal work for drafting and preparing the Indenture and for registration, qualification or perfection of exemptions of the Debentures for sale under the Blue Sky Laws of such States as the Underwriter may designate (the "Blue Sky States") shall be performed by counsel for the Underwriter. All Blue Sky filing fees and up to $5,000 of fees and expenses of Underwriter's counsel incurred in connection with registering, qualifying or perfecting exemptions of the Debentures for sale in the Blue Sky States shall be paid by the Company, and up to $10,000 of the fees and expenses of Underwriter's counsel incurred in connection with the preparation of the Indenture shall be paid by the Company. Such Blue Sky and Indenture fees shall be paid regardless of whether any closing shall occur and shall be in addition to the Underwriter's fees, expenses and commission described in this Agreement. (o) The Company will pay to the Underwriter a management fee in an amount equal to 2.0% of the aggregate principal amount of the Debenture sold by the Company. (p) The Company will pay, in addition to the Blue Sky, Indenture and management fees described in paragraphs (n) and (o) of this Section, all costs and expenses related to the performance of its obligations under this Agreement including, but not limited to: (i) all expenses incident to the issuance and delivery of the Debenture, including taxes, if any; (ii) all expenses incident to the preparation, filing and delivery of the Registration Statement, each Preliminary Prospectus, the Prospectus, and any amendments, supplements or submissions related thereto (including exhibits); (iii) all expenses incident to the filing, delivery and qualification of the Indenture and any amendments, supplements or submissions related thereto (including up to $10,000 of fees and disbursements of Underwriters' counsel, who has the responsibility for such preparation); (iv) all NASD fees incurred by the Underwriter in connection with the review of your compensation by the NASD; (v) the cost of preparing and printing as many amendments to the Registration Statement as may be necessary; (vi) the cost of all certificates representing the Debentures; (vii) the fees and expenses of the Trustee and paying agent under the Indenture; (viii) the cost of printing and distributing all documents related to the offering of the Debentures; (ix) the fees and expenses of the Company's independent accounts, including the cost of "cold comfort" review; (x) the fees and expenses of legal counsel for the Company; (xi) the cost of furnishing and delivering to the Underwriter and dealers participating in the distribution of the Debentures copies of the Registration Statement (including Exhibits), Preliminary Prospectuses, the Prospectuses and any amendments of, or supplements to, any of the foregoing; and (xii) the nonaccountable expense allowance of the Underwriter in an amount equal to 3.0% of the aggregate principal amount of the Debentures sold by the Company, less the $25,000 deposit paid by the Company to the Underwriter on May 13, 1999, provided, however, if this transaction is abandoned for any reason, the Company will reimburse the Underwriter only for its actual out-of-pocket accountable expenses in an amount not to exceed $50,000. If upon such abandonment the Underwriter's actual accountable out-of-pocket expenses do not exceed the $25,000 advance against the Underwriter's nonaccountable expense allowance, the portion of the advance not used will be reimbursed to the Company by the Underwriter. (q) The Company will not take, and will use its best efforts to cause each of its officers and directors not to take, directly or indirectly, any action designed to or which might reasonably be expected to cause or result in the manipulation of the price of any security of the Company to facilitate the sale or resale of the Debentures. (r) The Company will use its best efforts to maintain the listing of its Common Stock on The Nasdaq National Market.

Covenants of the Company. The Company hereby covenants and agrees with the Underwriter Underwriters that: (a) Prior If the Registration Statement has not yet been declared effective the Company will use its best efforts to cause the termination Registration Statement and any amendments thereto to become effective as promptly as possible, and if Rule 430A is used or the filing of the offering of the Offered CertificatesProspectus is otherwise required under Rule 424(b) or Rule 434, the Company will not file any amendment the Prospectus (properly completed if Rule 430A has been used) pursuant to Rule 424(b) or Rule 434 within the prescribed time period and will provide evidence satisfactory to you of the Registration Statement or supplement (including the Final Prospectus) to the Basic Prospectus unless such timely filing. If the Company has furnished the Underwriter a copy for their review prior elects to filing and will not file any such proposed amendment or supplement to which the Underwriter reasonably objects. Subject to the foregoing sentencerely on Rule 434, the Company will cause the Final Prospectus to be filed prepare and file a term sheet that complies with the Commission pursuant to requirements of Rule 424. The Company will advise the Underwriter promptly 434. (i) when the Final Prospectus shall have been filed with the Commission pursuant to Rule 424, (ii) when any amendment to the Registration Statement relating to the Offered Certificates shall have and any amendments thereto become effective, (iiiii) of any request by the Commission for any amendment of or supplement to the Registration Statement or the Prospectus or for any additional information, (iii) of the mailing or the delivery to the Commission for filing of any amendment of or supplement to the Final Prospectus Registration Statement or for any additional informationthe Prospectus, (iv) 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 institution initiation, or threatening the threatening, of any proceeding for that purpose proceedings therefor and (v) of the receipt by of any comments from the Commission. If the Commission shall propose or enter a stop order at any time, the Company of any notification with respect to the suspension of the qualification of the Offered Certificates for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose. The Company will use its best efforts 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 possible. The Company will not file any amendment to the withdrawal Registration Statement, make any filing under Rule 462(b) of the Regulations or file any amendment of or supplement to the Prospectus (including the prospectus required to be filed pursuant to Rule 424(b) or Rule 434) that differs from the prospectus on file at the time of the effectiveness of the Registration Statement before or after the effective date of the Registration Statement to which you shall reasonably object in writing after being timely furnished in advance a copy thereof. (b) If, The Company will comply with the Act and the Regulations so as to permit the completion of the distribution of the Shares as contemplated in this Agreement and the Prospectus. If at any time when a prospectus relating to the Offered Certificates Shares is required to be delivered under the Act, Act any event occurs shall have occurred as a result of which the Final Prospectus as then amended or supplemented would would, in the judgment of the Underwriters or the Company, include any an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it shall be necessary at any time to amend or supplement the Final Prospectus or Registration Statement to comply with the Act or the Exchange Act or the respective rules thereunderRegulations, the Company will notify you promptly will and prepare and file with the Commission, subject to the first sentence of paragraph (a) of this Section 5, Commission an appropriate amendment or supplement (in form and substance reasonably satisfactory to you) which will correct such statement or omission or an amendment which will effect such compliance and will use its best efforts to cause have any required post-effective amendment to the Registration Statement containing such amendment to be made declared effective as soon as possible. (c) The Company will furnish promptly deliver to the Underwriter and counsel for the Underwriter, without charge, executed copies you a signed copy of the Registration Statement Statement, as initially filed with the Commission, and all amendments thereto (including exhibits theretoexhibits) and each amendment thereto which shall become effective on or prior to will maintain in the Closing Date and, so long as delivery of a prospectus by the Underwriter or dealers may be required by the Act, as many Company's files manually signed copies of such documents for at least five years from the Final Prospectus and any amendments thereof and supplements thereto as the Underwriter may reasonably requestdate of filing. The Company will pay promptly deliver to each of the expenses Underwriters such number of printing copies of any preliminary prospectus, the Prospectus, the Registration Statement, and all documents relating amendments of and supplements to such documents, if any, as you may reasonably request, and the Company hereby consents to the initial offering, provided that any additional expenses incurred in connection with the requirement use of delivery of a market-making prospectus, if applicable, will be borne such copies for purposes permitted by the UnderwriterAct. (d) The Company will furnish such information as may be required endeavor in good faith, in cooperation with you, at or prior to the time of effectiveness of the Registration Statement, to qualify the Shares for offering and otherwise cooperate in qualifying the Offered Certificates for sale under the securities laws relating to the offering or sale of the Shares of such jurisdictions as the Underwriter you may reasonably designate and to maintain such qualifications 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. The Company will promptly advise you of the Offered Certificates; providedreceipt by the Company of any notification with respect to suspension of the qualification of the Shares for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose and will use every reasonable effort to obtain the withdrawal of any order of suspension as soon as possible. (e) The Company will make generally available (within the meaning of Section 11(a) of the Act) to its security holders and to you as soon as practicable, howeverbut not later than 45 days after the end of its fiscal quarter in which the first anniversary date of the effective date of the Registration Statement occurs, an earning statement (in form complying with the provisions of Rule 158 of the Regulations) covering a period of at least twelve consecutive months beginning after the effective date of the Registration Statement. (f) During the period of 180 days from the date of the Prospectus, (i) the Company will not, without the prior written consent of Bear, Xxxxxxx & Co. Inc. on behalf of the Underwriters, directly or indirectly, issue, sell, offer or agree to sell, grant any option, warrant or other right to purchase or otherwise sell or dispose of (or announce any offer of sale, contract of sale, sale, grant of any option, warrant or other right to purchase or other sale or disposition of), pledge, make any short sale or maintain any short position, establish or maintain a "put equivalent position" (within the meaning of Rule 16-a-1(h) under the Exchange Act), enter into any swap, derivative transaction or other arrangement that transfers to another, in whole 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) 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, other than (A) the grant of options under, or the issuance by the Company of shares of Common Stock pursuant to the exercise of options outstanding under, its Equity Incentive Compensation Plan as in effect on the date hereof (provided that the Company shall only so grant options or so issue shares during such 180 days to officers, directors and others who beneficially own at least 10,000 shares of Common Stock and/or options or warrants to purchase shares of Common Stock, in each case inclusive of such grant or issuance, if such person agrees not to engage in any of the aforementioned transactions prior to the expiration of the period of 180 days from the date of the Prospectus), (B) the issuance of shares of Common Stock pursuant to the automatic conversion of the Company's outstanding Series A and Series B convertible preferred stock, and (C) the issuance of shares of Common Stock or securities convertible into Common Stock in connection with any acquisition of, or strategic relationship with, another company if (x) the terms of such issuance provide that such other company shall not engage in any of the aforementioned transactions prior to the expiration of the period of 180 days following the date of the Prospectus and (y) the value of the total consideration to be paid for such acquisitions or strategic relationships does not exceed $20 million with respect to any single transaction, or $50 million with respect to all transactions, during the 180 days following the date of the Prospectus, and (ii) the Company will obtain the undertaking of each of its officers and directors and all of its stockholders having beneficial ownership of or having options or warrants to purchase at least 10,000 shares of Common Stock of the Company, as of the time of the closing of the sale of the Firm Shares hereunder on the Closing Date, not to engage in any of the aforementioned transactions on their own behalf, other than the Company's sale of Shares hereunder. (g) During a period of three years from the date of the Prospectus, the Company will furnish to you and, upon request, to each of the other Underwriters (i) copies of any reports or other communications that the Company shall send to its stockholders or shall from time to time publish or publicly disseminate, and (ii) copies of all reports, financial statements and proxy or information statements filed by the Company with the Commission or any national securities exchange or automated quotation system. (h) The Company will apply the proceeds from the sale of the Shares as set forth under "Use of Proceeds" in the Prospectus. (i) The Company will use its best efforts to cause the Shares to be included in the National Association of Securities Dealers Automated Quotation National Market System and to maintain such quotation so long as any of the Shares are outstanding. (j) The Company will file with the Commission in its periodic reports pursuant to Section 13 or 15 of the Exchange Act such information as may be required pursuant to qualify Rule 463 of the Regulations. (k) The Company, during 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 Section 13, 14 or 15 of the Exchange Act within the time periods required by the Exchange Act and the rules and regulations thereunder. (l) The Company hereby agrees that it will ensure that the Directed Shares are restricted as required by the National Association of Securities Dealers, Inc. rules from sale, transfer, assignment, pledge or hypothecation for a period of three months following the date of this Agreement. The Underwriters will notify the Company as to which persons will need to be so restricted. At the request of the Underwriters, the Company will direct the transfer agent to place a stop transfer restriction upon such securities for such a period of time. Should the Company release, or seek to release, from such restrictions any of the Directed Shares, the Company agrees to reimburse the Underwriters for any reasonable expenses (including without limitation legal expenses) they incur in connection with such release. (m) The Company will use its best efforts to do business in and perform all things required or necessary to be done and performed under this Agreement by the Company prior to or after the Closing Date or any jurisdiction where it is not now so qualified or Additional Closing Date, as the case may be, and to take any action which would subject it satisfy all conditions precedent to general or unlimited service the delivery of process in any jurisdiction where it is not now so subjectthe Shares.

Covenants of the Company. (a) The Company hereby covenants and agrees with the Underwriter thatas follows: (ai) Prior to the termination of the offering of the Offered Certificates, the The Company will not file any amendment of use its best efforts to cause the Registration Statement or supplement (including Statement, if not effective at the Final Prospectus) time of execution of this Agreement, and any amendments thereto, to become effective as promptly as possible. The Company shall prepare the Basic Prospectus unless in a form approved by the Company has furnished the Underwriter a copy for their review prior to filing Representatives and will not file any such proposed amendment or supplement to which the Underwriter reasonably objects. Subject to the foregoing sentence, the Company will cause the Final Prospectus to be filed with the Commission pursuant to Rule 424. The Company will advise 424(b) under the Underwriter promptly (i) when Securities Act not later than the Final Prospectus shall have been filed with Commission's close of business on the Commission pursuant to Rule 424second business day following the execution and delivery of this Agreement, or, if applicable, such earlier time as may be required by the Rules. (ii) The Company shall promptly advise the Representatives in writing (A) when any post-effective amendment to the Registration Statement relating to the Offered Certificates shall have become effectiveeffective or any supplement to the Prospectus shall have been filed, (iiiB) of any request by the Commission for any amendment of the Registration Statement or amendment of or supplement to the Final Prospectus or for any additional information, (ivC) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of any order preventing or suspending the use of any preliminary prospectus or the institution or threatening of any proceeding for that purpose and (vD) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Offered Certificates Shares for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose. The Company will shall not file any amendment of the Registration Statement or supplement to the Prospectus unless the Company has furnished the Representatives a copy for its review prior to filing and shall not file any such proposed amendment or supplement to which the Representatives reasonably object. The Company shall use its best efforts to prevent the issuance of any such stop order and, if issued, to obtain as soon as possible the withdrawal thereof. (biii) If, at any time when a prospectus relating to the Offered Certificates Shares is required to be delivered under the ActSecurities Act and the Rules, any event occurs as a result of which the Final Prospectus as then amended or supplemented would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, therein in the light of the circumstances under which they were made, made not misleading, or if it shall be necessary to amend or supplement the Final Prospectus to comply with the Securities Act or the Exchange Act or the respective rules thereunderRules, the Company promptly will shall prepare and file with the Commission, subject to the first second sentence of paragraph (aii) of this Section 54(a), an amendment or supplement which will shall correct such statement or omission or an amendment which will shall effect such compliance compliance. (iv) The Company shall make generally available to its security holders and will use its best efforts to cause any required post-effective amendment to the Registration Statement containing such amendment to be made effective Representatives as soon as possiblepracticable, but not later than 45 days after the end of the 12-month period beginning at the end of the fiscal quarter of the Company during which the Effective Date occurs (or 90 days if such 12-month period coincides with the Company's fiscal year), an earnings statement (which need not be audited) of the Company, covering such 12-month period, which shall satisfy the provisions of Section 11(a) of the Securities Act or Rule 158 of the Rules. (cv) The Company will shall furnish to the Underwriter Representatives and counsel for the UnderwriterUnderwriters, without charge, executed signed copies of the Registration Statement (including all exhibits thereto and amendments thereof) and to each other Underwriter a copy of the Registration Statement (without exhibits thereto) and each amendment thereto which shall become effective on or prior to the Closing Date all amendments thereof and, so long as delivery of a prospectus by the an Underwriter or dealers dealer may be required by the ActSecurities Act or the Rules, as many copies of any preliminary prospectus and the Final Prospectus and any amendments thereof and supplements thereto as the Underwriter Representatives may reasonably request. If applicable, the copies of the Registration Statement and Prospectus and each amendment and supplement thereto furnished to the Underwriters will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. (vi) The Company will pay shall cooperate with the expenses of printing all documents relating Representatives and their counsel in endeavoring to qualify the initial offering, provided that any additional expenses incurred Shares for offer and sale in connection with the requirement of delivery of a market-making prospectus, if applicable, will be borne by the Underwriter. (d) The Company will furnish such information as may be required and otherwise cooperate in qualifying the Offered Certificates for sale offering under the laws of such jurisdictions as the Underwriter Representatives may reasonably designate and to shall maintain such qualifications in effect so long as required for the distribution of the Offered CertificatesShares; provided, however, that the Company shall not be required in connection therewith, as a condition thereof, to qualify to do business in any jurisdiction where it is not now so qualified as a foreign corporation or to take any action which would subject it execute a general consent to general or unlimited service of process in any jurisdiction where it or subject itself to taxation as doing business in any jurisdiction. (vii) The Company, during the period when the Prospectus is required to be delivered under the Securities Act and the Rules or the Exchange Act, will file all reports and other documents required to be filed with the Commission pursuant to Section 13, 14 or 15 of the Exchange Act within the time periods required by the Exchange Act and the regulations promulgated thereunder. (viii) Without the prior written consent of CIBC World Markets Corp., for a period of 180 days after the date of this Agreement, the Company and each of its individual directors and executive officers shall not now issue, sell or register with the Commission (other than on Form S-8 or on any successor form), or otherwise dispose of, directly or indirectly, any equity securities of the Company (or any securities convertible into, exercisable for or exchangeable for equity securities of the Company), except for the issuance of the Shares pursuant to the Registration Statement and the issuance of shares pursuant to the Company's existing stock option plans, employee stock purchase plan or bonus plan as described in the Registration Statement and the Prospectus. In the event that during this period, (A) any options are issued pursuant to the Company's existing stock option plans, employee stock purchase plans or bonus plan that are exercisable during such 180-day period or (B) any registration is effected on Form S-8 or on any successor form relating to options that are exercisable during such 180-day period, the Company shall obtain the written agreement of the grantee, purchaser or holder of such option or registered securities that, for a period of 180 days after the date of this Agreement, such person will not, without the prior written consent of CIBC World Markets Corp., offer for sale, sell, distribute, grant any option for the sale of, or otherwise dispose of, directly or indirectly, or exercise any registration rights with respect to, any shares of Common Stock (or any securities convertible into, exercisable for, or exchangeable for any shares of Common Stock) owned by such person. (ix) On or before completion of the offering of the Shares, the Company shall make all filings required under applicable securities laws and by the Nasdaq National Market (including any required registration under the Exchange Act). (x) Prior to the Closing Date, the Company will not hold a press conference or issue any press release or other communications directly or indirectly containing any information with respect to the Company, its condition, financial or otherwise, or its earnings, business affairs or business prospects, or the offering of the Shares without the prior written consent of the Representatives, unless in the judgment of the Company and its counsel, and after prior notification to the Representatives, such press conference, press release, or other communication is required by law. (xi) The Company will apply the net proceeds from the offering of the Shares in the manner set forth under "Use of Proceeds" in the Prospectus. (xii) During the 180-day period after the date of this Agreement, the Company will not waive, amend or modify the terms of Section 13(g) of the Company's Fourth Amended and Restated Registration Rights Agreement, dated as of January 29, 2004, as amended, supplemented and modified from time to time. (xiii) The Company will comply with all securities laws and other laws, rules and regulations applicable to the Directed Share Program in each foreign jurisdiction in which the Directed Shares are offered in connection with the Directed Share Program. (xiv) The Company will ensure that the Directed Shares will be restricted, to the extent required by the NASD or the NASD rules, from sale, transfer, assignment, pledge or hypothecation for a period of three months following the date of the effectiveness of the Registration Statement. The Representatives will notify the Company in writing at least two business days before the Firm Shares Closing Date as to which Participants will need to be so subjectrestricted. The Company shall direct the transfer agent to place stop transfer restrictions upon such securities for such period of time. (b) The Company agrees to pay, or reimburse if paid by the Representatives, whether or not the transactions contemplated hereby are consummated or this Agreement is terminated, all costs and expenses incident to the public offering of the Shares and the performance of the obligations of the Company under this Agreement including those relating to: (i) the preparation, printing, filing and distribution of the Registration Statement including all exhibits thereto, each preliminary prospectus, the Prospectus, all amendments and supplements to the Registration Statement and the Prospectus, and the printing, filing and distribution of this Agreement; (ii) the preparation and delivery of certificates for the Shares to the Underwriters; (iii) the registration or qualification of the Shares for offer and sale under the securities or Blue Sky laws of the various jurisdictions referred to in Section 4(a)(vi), including the reasonable fees and disbursements of counsel for the Underwriters in connection with such registration and qualification and the preparation, printing, distribution and shipment of preliminary and supplementary Blue Sky memoranda; (iv) the furnishing (including costs of shipping and mailing) to the Representatives and to the Underwriters of copies of each preliminary prospectus, the Prospectus and all amendments or supplements to the Prospectus, and of the several documents required by this Section to be so furnished, as may be reasonably requested for use in connection with the offering and sale of the Shares by the Underwriters or by dealers to whom Shares may be sold; (v) the filing fees of the NASD in connection with its review of the terms of the public offering and reasonable fees and disbursements of counsel for the Underwriters in connection with such review; (vi) inclusion of the Shares for quotation on the Nasdaq National Market; and (vii) all transfer taxes, if any, with respect to the sale and delivery of the Shares by the Company to the Underwriters (viii) payments to counsel for costs incurred by the Underwriters in connection with the Directed Share Program and payment of any stamp duties, similar taxes or duties or other taxes, if any, incurred by the Underwriters in connection with the Directed Share Program. Subject to the provisions of Section 7, the Underwriters agree to pay, whether or not the transactions contemplated hereby are consummated or this Agreement is terminated, all costs and expenses incident to the performance of the obligations of the Underwriters under this Agreement not payable by the Company pursuant to the preceding sentence, including, without limitation, the fees and disbursements of counsel for the Underwriters.

Covenants of the Company. (a) The Company hereby covenants and agrees with the Underwriter thatas follows: (ai) Prior to the termination of the offering of the Offered Certificates, the The Company will not file any amendment of use its best efforts to cause the Registration Statement or supplement (including Statement, if not effective at the Final Prospectus) time of execution of this Agreement, and any amendments thereto, to become effective as promptly as possible. The Company shall prepare the Basic Prospectus unless in a form approved by the Company has furnished the Underwriter a copy for their review prior to filing Representatives and will not file any such proposed amendment or supplement to which the Underwriter reasonably objects. Subject to the foregoing sentence, the Company will cause the Final Prospectus to be filed with the Commission pursuant to Rule 424. The Company will advise 424(b) under the Underwriter promptly (i) when Securities Act not later than the Final Prospectus shall have been filed with Commission’s close of business on the Commission pursuant to Rule 424second business day following the execution and delivery of this Agreement, or, if applicable, such earlier time as may be required by the Rules. (ii) The Company shall promptly advise the Representatives in writing (A) when any post-effective amendment to the Registration Statement relating to the Offered Certificates shall have become effectiveeffective or any supplement to the Prospectus shall have been filed, (iiiB) of any request by the Commission for any amendment of the Registration Statement or amendment of or supplement to the Final Prospectus or for any additional information, (ivC) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of any order preventing or suspending the use of any preliminary prospectus or the institution or threatening of any proceeding for that purpose and (vD) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Offered Certificates Shares for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose. The Company will shall not file any amendment of the Registration Statement or supplement to the Prospectus unless the Company has furnished the Representatives a copy for its review prior to filing and shall not file any such proposed amendment or supplement to which the Representatives reasonably object. The Company shall use its best efforts to prevent the issuance of any such stop order and, if issued, to obtain as soon as possible the withdrawal thereof. (biii) If, at any time when a prospectus relating to the Offered Certificates Shares is required to be delivered under the ActSecurities Act and the Rules, any event occurs as a result of which the Final Prospectus as then amended or supplemented would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, therein in the light of the circumstances under which they were made, made not misleading, or if it shall be necessary to amend or supplement the Final Prospectus to comply with the Securities Act or the Exchange Act or the respective rules thereunderRules, the Company promptly will shall prepare and file with the Commission, subject to the first second sentence of paragraph (aii) of this Section 54(a), an amendment or supplement which will shall correct such statement or omission or an amendment which will shall effect such compliance compliance. (iv) The Company shall make generally available to its security holders and will use its best efforts to cause any required post-effective amendment to the Registration Statement containing such amendment to be made effective Representatives as soon as possiblepracticable, but not later than 45 days after the end of the 12-month period beginning at the end of the fiscal quarter of the Company during which the Effective Date occurs (or 90 days if such 12-month period coincides with the Company’s fiscal year), an earning statement (which need not be audited) of the Company, covering such 12-month period, which shall satisfy the provisions of Section 11(a) of the Securities Act or Rule 158 of the Rules. (cv) The Company will shall furnish to the Underwriter Representatives and counsel for the UnderwriterUnderwriters, without charge, executed signed copies of the Registration Statement (including all exhibits thereto and amendments thereof) and to each other Underwriter a copy of the Registration Statement (without exhibits thereto) and each amendment thereto which shall become effective on or prior to the Closing Date all amendments thereof and, so long as delivery of a prospectus by the an Underwriter or dealers dealer may be required by the ActSecurities Act or the Rules, as many copies of any preliminary prospectus and the Final Prospectus and any amendments thereof and supplements thereto as the Underwriter Representatives may reasonably request. If applicable, the copies of the Registration Statement and Prospectus and each amendment and supplement thereto furnished to the Underwriters will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. (vi) The Company will pay shall cooperate with the expenses of printing all documents relating Representatives and their counsel in endeavoring to qualify the initial offering, provided that any additional expenses incurred Shares for offer and sale in connection with the requirement of delivery of a market-making prospectus, if applicable, will be borne by the Underwriter. (d) The Company will furnish such information as may be required and otherwise cooperate in qualifying the Offered Certificates for sale offering under the laws of such jurisdictions as the Underwriter Representatives may reasonably designate and to shall maintain such qualifications in effect so long as required for the distribution of the Offered CertificatesShares; provided, however, that the Company shall not be required in connection therewith, as a condition thereof, to qualify to do business in any jurisdiction where it is not now so qualified as a foreign corporation or to take any action which would subject it execute a general consent to general or unlimited service of process in any jurisdiction where it or subject itself to taxation as doing business in any jurisdiction. (vii) The Company, during the period when the Prospectus is required to be delivered under the Securities Act and the Rules or the Exchange Act, will file all reports and other documents required to be filed with the Commission pursuant to Section 13, 14 or 15 of the Exchange Act within the time periods required by the Exchange Act and the regulations promulgated thereunder. (viii) Without the prior written consent of CIBC World Markets Corp. and Xxxxx Xxxxxxx and Co., for a period of 180 days after the date of this Agreement, the Company shall not now issue, sell or register with the Commission (other than on Form S-8 or on any successor form), or otherwise dispose of, directly or indirectly, any equity securities of the Company (or any securities convertible into, exercisable for or exchangeable for equity securities of the Company), except for the issuance of the Shares pursuant to the Registration Statement and the issuance of shares pursuant to the Company’s existing stock option plan or bonus plan as described in the Registration Statement and the Prospectus. In the event that during this period any shares are issued pursuant to the Company’s existing stock option plan or bonus plan that are exercisable during such 180 day period, the Company shall use all reasonable best efforts to obtain the written agreement of such grantee or purchaser or holder of such registered securities that, for a period of 180 days after the date of this Agreement, such person will not, without the prior written consent of CIBC World Markets Corp. and Xxxxx Xxxxxxx and Co., offer for sale, sell, distribute, grant any option for the sale of, or otherwise dispose of, directly or indirectly, or exercise any registration rights with respect to, any shares of Common Stock (or any securities convertible into, exercisable for, or exchangeable for any shares of Common Stock) owned by such person. Notwithstanding the foregoing, the Company represents and warrants that each such grantee or purchaser or holder of such registered securities shall be subject to subject to similar lockup restrictions as set forth on Exhibit A attached hereto and the Company shall enforce such rights and impose stop-transfer restrictions on any such sale or other transfer or disposition of such shares until the end of the applicable period. (ix) On or before completion of this offering, the Company shall make all filings required under applicable securities laws and by the Nasdaq National Market (including any required registration under the Exchange Act). (x) Prior to the Closing Date, the Company will issue no press release or other communications directly or indirectly and hold no press conference with respect to the Company, the condition, financial or otherwise, or the earnings, business affairs or business prospects of any of them, or the offering of the Shares without the prior written consent of the Representatives unless in the judgment of the Company and its counsel, and after notification to the Representatives, such press release or communication is required by law. (xi) The Company will apply the net proceeds from the offering of the Shares in the manner set forth under “Use of Proceeds” in the Prospectus. (b) The Company agrees to pay, or reimburse if paid by the Representatives, whether or not the transactions contemplated hereby are consummated or this Agreement is terminated, all costs and expenses incident to the public offering of the Shares and the performance of the obligations of the Company under this Agreement including those relating to: (i) the preparation, printing, filing and distribution of the Registration Statement including all exhibits thereto, each preliminary prospectus, the Prospectus, all amendments and supplements to the Registration Statement and the Prospectus and the printing, filing and distribution of this Agreement; (ii) the preparation and delivery of certificates for the Shares to the Underwriters; (iii) the registration or qualification of the Shares for offer and sale under the securities or Blue Sky laws of the various jurisdictions referred to in Section 4(a)(vi), including the reasonable fees and disbursements of counsel for the Underwriters in connection with such registration and qualification and the preparation, printing, distribution and shipment of preliminary and supplementary Blue Sky memoranda; (iv) the furnishing (including costs of shipping and mailing) to the Representatives and to the Underwriters of copies of each preliminary prospectus, the Prospectus and all amendments or supplements to the Prospectus, and of the several documents required by this Section to be so subjectfurnished, as may be reasonably requested for use in connection with the offering and sale of the Shares by the Underwriters or by dealers to whom Shares may be sold; (v) the filing fees of the NASD in connection with its review of the terms of the public offering and reasonable fees and disbursements of counsel for the Underwriters in connection with such review; (vi) inclusion of the Shares for quotation on the Nasdaq National Market; and (vii) all transfer taxes, if any, with respect to the sale and delivery of the Shares by the Company to the Underwriters. Subject to the provisions of Section 7, the Underwriters agree to pay, whether or not the transactions contemplated hereby are consummated or this Agreement is terminated, all costs and expenses incident to the performance of the obligations of the Underwriters under this Agreement not payable by the Company pursuant to the preceding sentence, including, without limitation, the fees and disbursements of counsel for the Underwriters.

Covenants of the Company. The Company hereby covenants and agrees with the each Underwriter that: (a) The Company will use its best efforts to cause any post-effective amendment to the Registration Statement, if not effective at the Execution Time, to become effective. Prior to the termination of the offering of the Offered CertificatesSecurities, the Company will not file any amendment of the Registration Statement or supplement (including the Final Prospectus or any Preliminary Prospectus) to the Basic Prospectus (other than a prospectus supplement relating solely to an offering of first mortgage bonds or debt securities other than the Securities) unless the Company has furnished the Underwriter you a copy for their your review prior to filing and will not file any such proposed amendment or supplement to which the Underwriter you reasonably objectsobject. Subject to the foregoing sentence, the Company will cause the Final Prospectus Prospectus, properly completed, and any supplement thereto to be filed with the Commission pursuant to the applicable paragraph of Rule 424424(b) within the time period prescribed and will provide evidence satisfactory to the Representative of such timely filing. The Company will promptly advise the Underwriter promptly Representative (i) when any post-effective amendment to the Registration Statement, if not effective at the Execution Time, shall have become effective; (ii) when the Final Prospectus Prospectus, and any supplement thereto, shall have been filed with the Commission pursuant to Rule 424424(b); (iii) when, (ii) when prior to termination of the offering of the Securities, any amendment to the Registration Statement relating to the Offered Certificates shall have been filed or become effective, ; (iiiiv) of any request by the Commission for any amendment of the Registration Statement or amendment of or supplement to the Final Prospectus or for any additional information, ; (ivv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the institution or threatening of any proceeding for that purpose purpose; and (vvi) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Offered Certificates Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose. The Company will use its best efforts to prevent the issuance of any such stop order and, if issued, to obtain as soon as possible the withdrawal thereof. (b) If, at any time when a prospectus relating to the Offered Certificates Securities is required to be delivered under the Act, any event occurs as a result of which the Final Prospectus as then amended or supplemented would include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it shall be necessary to amend the Registration Statement or supplement the Final Prospectus to comply with the Act or the Exchange Act or the respective rules thereunder, the Company promptly will prepare and file with the Commission, subject to the first second sentence of paragraph (a) of this Section 54, an amendment or supplement which will correct such statement or omission or an amendment which will effect such compliance and will use its best efforts to cause any required post-effective amendment to the Registration Statement containing such amendment to be made effective as soon as possiblecompliance. (c) As soon as practicable, the Company will make generally available to its security holders and to the Representative an earning statement or statements of the Company which will satisfy the provisions of Section 11(a) of the Act and Rule 158 under the Act. (d) The Company will furnish to the Underwriter Representative and counsel for the UnderwriterUnderwriters, without charge, executed copies of Registration Statement No. 33-45008, Registration Statement No. 33-52914 and Registration Statement No. 33-66116, as amended, as originally filed (including, in the case of Registration Statement No. 33- 66116, as amended, exhibits thereto; provided that the Company will, upon the request of the Underwriters, furnish copies of the exhibits to Registration Statement (including exhibits thereto) No. 33- 45008 and each amendment Registration Statement No. 33-52914), all amendments thereto which shall become effective on or prior relating to the Closing Date Securities and, so long as delivery of a prospectus by the an Underwriter or dealers dealer may be required by the Act, as many copies of any Preliminary Prospectus and the Final Prospectus and any amendments thereof and supplements supplement thereto as the Underwriter Representative may reasonably request. The Company will pay the expenses of printing or other production of all documents relating to the initial offering, provided that any additional expenses incurred in connection with the requirement of delivery of a market-making prospectus, if applicable, will be borne by the Underwriter. (de) The Company will furnish such information as may be required and otherwise cooperate in good faith with the Representative in qualifying the Offered Certificates Securities for offer and sale under the laws of such jurisdictions as the Underwriter Representative may reasonably designate and to designate, will maintain such qualifications in effect so long as required for the distribution of the Offered Certificates; providedSecurities, howeverand, that upon the request of the Representative, will arrange for the determination of the legality of the Securities for purchase by institutional investors. (f) Until the business date set forth on Schedule I hereto, the Company shall not be required will not, without the consent of the Representative, offer, guarantee, sell or contract to qualify to do business in sell, or otherwise dispose of, by public offering, or announce the public offering of, any jurisdiction where it is not now so qualified or to take any action which would subject it to general or unlimited service of process in any jurisdiction where it is not now so subjectlong-term unsecured debt securities other than the Securities.

Covenants of the Company. (a) The Company hereby covenants and agrees with the Underwriter thatas follows: (ai) Prior to the termination of the offering of the Offered Certificates, the The Company will not file any amendment of use its best efforts to cause the Registration Statement or supplement (including Statement, if not effective at the Final Prospectus) time of execution of this Agreement, and any amendments thereto, to become effective as promptly as possible. The Company shall prepare the Basic Prospectus unless in a form approved by the Company has furnished the Underwriter a copy for their review prior to filing Representatives and will not file any such proposed amendment or supplement to which the Underwriter reasonably objects. Subject to the foregoing sentence, the Company will cause the Final Prospectus to be filed with the Commission pursuant to Rule 424. 424(b) under the Securities Act not later than the Commission's close of business on the second business day following the execution and delivery of this Agreement, or, if applicable, such earlier time as may be required by Rule 430A(a)(3) under the Securities Act. (ii) The Company will shall promptly advise the Underwriter promptly Representatives in writing (i) when the Final Prospectus shall have been filed with the Commission pursuant to Rule 424, (ii) when any amendment to the Registration Statement relating to the Offered Certificates shall have become effective, (iiiii) of any request by the Commission for any amendment of the Registration Statement or amendment of or supplement to the Final Prospectus or for any additional information, (iviii) of the prevention or suspension of the use of any preliminary prospectus or the Prospectus or of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the institution or threatening of any proceeding for that purpose and (viv) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Offered Certificates Shares for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose. The Company will shall not file any amendment of the Registration Statement or supplement to the Prospectus unless the Company has furnished the Representatives a copy for its review prior to filing and shall not file any such proposed amendment or supplement to which the Representatives reasonably object. The Company shall use its best efforts to prevent the issuance of any such stop order and, if issued, to obtain as soon as possible the withdrawal thereof. (biii) If, at any time when a prospectus relating to the Offered Certificates Shares is required to be delivered under the ActSecurities Act and the Rules, any event occurs as a result of which the Final Prospectus as then amended or supplemented would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, therein in the light of the circumstances under which they were made, made not misleading, or if it shall be necessary to amend or supplement the Final Prospectus to comply with the Securities Act or the Exchange Act or the respective rules thereunderRules, the Company promptly will shall prepare and file with the Commission, subject to the first second sentence of paragraph (aii) of this Section 56(a), an amendment or supplement which will shall correct such statement or omission or an amendment which will shall effect such compliance compliance. (iv) The Company shall make generally available to its security holders and will use its best efforts to cause any required post-effective amendment to the Registration Statement containing such amendment to be made effective Representatives as soon as possiblepracticable, but not later than 45 days after the end of the 12-month period beginning at the end of the fiscal quarter of the Company during which the Effective Date occurs (or 90 days if such 12-month period coincides with the Company's fiscal year), an earning statement (which need not be audited) of the Company, covering such 12-month period, which shall satisfy the provisions of Section 11(a) of the Securities Act or Rule 158 of the Rules. (cv) The Company will shall furnish to the Underwriter Representatives and counsel for the UnderwriterUnderwriters, without charge, executed signed copies of the Registration Statement (including all exhibits thereto and amendments thereof) and to each other Underwriter a copy of the Registration Statement (without exhibits thereto) and each amendment thereto which shall become effective on or prior to the Closing Date all amendments thereof and, so long as delivery of a prospectus by the an Underwriter or dealers dealer may be required by the ActSecurities Act or the Rules, as many copies of any preliminary prospectus and the Final Prospectus and any amendments thereof and supplements thereto as the Underwriter Representatives may reasonably request. . (vi) The Company will pay shall cooperate with the expenses of printing all documents relating Representatives and their counsel in endeavoring to qualify the initial offering, provided that any additional expenses incurred Shares for offer and sale in connection with the requirement of delivery of a market-making prospectus, if applicable, will be borne by the Underwriter. (d) The Company will furnish such information as may be required and otherwise cooperate in qualifying the Offered Certificates for sale offering under the laws of such jurisdictions as the Underwriter Representatives may reasonably designate and to shall maintain such qualifications in effect so long as required for the distribution of the Offered CertificatesShares; provided, however, that the Company shall not be required in connection therewith, as a condition thereof, to qualify to do business in any jurisdiction where it is not now so qualified as a foreign corporation or to take any action which would subject it execute a general consent to general or unlimited service of process in any jurisdiction where it or subject itself to taxation as doing business in any jurisdiction. (vii) Without the prior written consent of CIBC World Markets Corp., for a period of 180 days after the date of this Agreement, the Company and each of its individual directors, executive officers and holders of at least 100,000 Common Shares of the Company shall not issue, sell or register with the Commission (other than on Form S-8 or on any successor form), or otherwise dispose of, directly or indirectly, any equity securities of the Company (or any securities convertible into, exercisable for or exchangeable for equity securities of the Company), except for the issuance of the Shares pursuant to the Registration Statement and the issuance of shares pursuant to the Company's existing stock option plan or bonus plan as described in the Registration Statement and the Prospectus. In the event that during this period, (i) any shares are issued pursuant to the Company's existing stock option plan or bonus plan that are exercisable during such 180 day period or (ii) any registration is effected on Form S-8 or on any successor form relating to shares that are exercisable during such 180 period, the Company shall obtain the written agreement of such grantee or purchaser or holder of such registered securities that, for a period of 180 days after the date of this Agreement, such person will not, without the prior written consent of CIBC World Markets Corp., offer for sale, sell, distribute, grant any option for the sale of, or otherwise dispose of, directly or indirectly, or exercise any registration rights with respect to, any shares of Common Shares (or any securities convertible into, exercisable for, or exchangeable for any shares of Common Shares) owned by such person. (viii) On or before completion of this offering, the Company shall make all filings required under applicable securities laws and by the Nasdaq National Market (including any required registration under the Exchange Act). (ix) The Company will apply the net proceeds from the offering of the Shares in the manner set forth under "Use of Proceeds" in the Prospectus. (x) Company will comply with all applicable securities laws and other applicable laws, rules and regulations in each foreign jurisdiction in which the Directed Shares are offered in connection with the Friends and Family Program. (xi) The Company will ensure that the Directed Shares will be restricted, to the extent required by the NASD or the NASD rules, from sale, transfer, assignment, pledge or hypothecation for a period of three months following the date of the effectiveness of the Registration Statement. The Representatives will notify the Company as to which Participants will need to be so restricted. The Company shall direct the transfer agent to place stop transfer restrictions upon such securities for such period of time. (b) The Company agrees to pay, or reimburse if paid by the Representatives, whether or not now the transactions contemplated hereby are consummated or this Agreement is terminated, all costs and expenses incident to the public offering of the Shares and the performance of the obligations of the Company under this Agreement including those relating to: (i) the preparation, printing, filing and distribution of the Registration Statement including all exhibits thereto, each preliminary prospectus, the Prospectus, all amendments and supplements to the Registration Statement and the Prospectus, and the printing, filing and distribution of this Agreement; (ii) the preparation and delivery of certificates for the Shares to the Underwriters; (iii) the registration or qualification of the Shares for offer and sale under the securities or Blue Sky laws of the various jurisdictions referred to in Section 6(a)(vi), including the reasonable fees and disbursements of counsel for the Underwriters in connection with such registration and qualification and the preparation, printing, distribution and shipment of preliminary and supplementary Blue Sky memoranda; (iv) the furnishing (including costs of shipping and mailing) to the Representatives and to the Underwriters of copies of each preliminary prospectus, the Prospectus and all amendments or supplements to the Prospectus, and of the several documents required by this Section to be so subjectfurnished, as may be reasonably requested for use in connection with the offering and sale of the Shares by the Underwriters or by dealers to whom Shares may be sold; (v) the filing fees of the NASD in connection with its review of the terms of the public offering and reasonable fees and disbursements of counsel for the Underwriters in connection with such review; (vi) inclusion of the Shares for quotation on the Nasdaq National Market; and (vii) all transfer taxes, if any, with respect to the sale and delivery of the Shares by the Company to the Underwriters (viii) payments to counsel for costs incurred by the Underwriters in connection with the Friends and Family Program and payment of any stamp duties, similar taxes or duties or other taxes, if any, incurred by the Underwriters in connection with the Friends and Family Program. Subject to the provisions of Section 9, the Underwriters agree to pay, whether or not the transactions contemplated hereby are consummated or this Agreement is terminated, all costs and expenses incident to the performance of the obligations of the Underwriters under this Agreement not payable by the Company pursuant to the preceding sentence, including, without limitation, the fees and disbursements of counsel for the Underwriters. (c) If at any time during the 25-day period after the Registration Statement becomes effective or the period prior to the Option Shares Closing Date, any rumor, publication or event relating to or affecting the Company shall occur as a result of which in the Representatives' opinion the market price of the Common Stock has been or is likely to be materially affected (regardless of whether such rumor, publication or event necessitates a supplement to or amendment of the Prospectus and any integrated prospectus), the Company will, after notice from the Representatives advising the Company to the effect set forth above, forthwith prepare, consult with the Representatives concerning the substance of, and disseminate a press release or other public statement, reasonably satisfactory to the Representatives, responding to or commenting on such rumor, publication or event.