Common use of Covenants of the Selling Stockholders Clause in Contracts

Covenants of the Selling Stockholders. Each of the Selling Stockholders covenants and agrees with the several Underwriters that: (a) For a period of 90 days after the date of this Agreement, such Selling Stockholder will not make or cause to be made any (i) offer, sale, contract for the sale, short sale, pledge or other disposition, whether direct or indirect, of any shares of Common Stock of the Company, securities convertible into or exchangeable or exercisable for shares of Common Stock or derivatives with respect to shares of Common Stock beneficially owned by the Selling Stockholder, (ii) transactions that would have the same effect, (iii) swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of Common Stock, whether any of these transactions are to be settled by delivery of Common Stock or other securities, in cash or otherwise, (iv) public disclosure of the intention to make any offer, sale, contract to sell, short sale, pledge or other disposition or to enter into any such other transaction, swap, hedge or other arrangement, or (v) request the Company to register any of the foregoing under the Act, without the prior written consent of RBC Capital Markets Corporation or unless otherwise permitted hereunder. (b) In order to document the Underwriters' compliance with the reporting and withholding provisions of the Tax Equity and Fiscal Responsibility Act of 1982 and the Interest and Dividend Tax Compliance Act of 1983 with respect to the transactions herein contemplated, each of the Selling Stockholders agrees to deliver to you prior to or at the Closing Date a properly completed and executed United States Treasury Department Form W-8 or W-9 (or other applicable form or statement specified by Treasury Department regulations in lieu thereof). (c) Such Selling Stockholder will not take, directly or indirectly, any action designed to cause or result in, or that has constituted or might reasonably be expected to constitute, the stabilization or manipulation of the price of any securities of the Company.

Covenants of the Selling Stockholders. Each of the Selling Stockholders Stockholder further covenants and agrees with the several Underwriters thateach Underwriter: (a) For a period of 90 days after the date of Agreement Not to Offer or Sell Additional Securities. Other than as contemplated by this Agreement, such Selling Stockholder will not make or cause to be made any (i) offer, sale, contract for the sale, short sale, pledge or other disposition, whether direct or indirect, of any shares of Common Stock of the Company, securities convertible into or exchangeable or exercisable for shares of Common Stock or derivatives with respect to shares of Common Stock beneficially owned by the Selling Stockholder, (ii) transactions that would have the same effect, (iii) swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of Common Stock, whether any of these transactions are to be settled by delivery of Common Stock or other securities, in cash or otherwise, (iv) public disclosure of the intention to make any offer, sale, contract to sell, short sale, pledge or other disposition or to enter into any such other transaction, swap, hedge or other arrangement, or (v) request the Company to register any of the foregoing under the Actnot, without the prior written consent of RBC Capital Markets Corporation or unless otherwise permitted hereunder. BAS (b) In order to document the Underwriters' compliance with the reporting and withholding provisions of the Tax Equity and Fiscal Responsibility Act of 1982 and the Interest and Dividend Tax Compliance Act of 1983 with respect to the transactions herein contemplated, each of the Selling Stockholders agrees to deliver to you prior to or at the Closing Date a properly completed and executed United States Treasury Department Form W-8 or W-9 (or other applicable form or statement specified by Treasury Department regulations which consent may be withheld in lieu thereofits sole discretion). (c) Such Selling Stockholder will not take, directly or indirectly, sell, offer, contract or grant any action designed option to cause or result insell (including without limitation any short sale), pledge, transfer, establish an open "put equivalent position" within the meaning of Rule 16a-1(h) under the Exchange Act, or otherwise dispose of any shares of Common Stock, options or warrants to acquire shares of Common Stock, or securities exchangeable or exercisable for or convertible into shares of Common Stock currently or hereafter owned either of record or beneficially (as defined in Rule 13d-3 under the Exchange Act) by such Selling Stockholder, or publicly announce such Selling Stockholder's intention to do any of the foregoing, for a period commencing on the date hereof and continuing through the close of trading on the date 180 days after the date of the Prospectus. The foregoing restrictions shall not apply to (A) transfers by way of testate or intestate succession or by operation of law, (B) transfers to members of the immediate family of such Selling Stockholder or to a trust, partnership, limited liability company or other entity, all of the beneficial interests of which are held by such Selling Stockholder or by a member of such Selling Stockholder's immediate family, (C) transfers to charitable organizations, (D) if such Selling Stockholder is a corporation, partnership, limited liability company or similar entity, transfers to the stockholders, partners, members or similar persons of such Selling Stockholder and (E) the exercise of stock options pursuant to employee stock option plans existing on the date hereof; provided that has constituted in each case of a transfer pursuant to clauses (A) -- (D), or might reasonably be expected an exercise of any option pursuant to constituteclause (E), of this sentence, the stabilization transferee (or manipulation the Selling Stockholder as the optionee in the case of clause (E)) shall have agreed to be bound by the price of any securities of the Companyrestrictions on transfer described herein.

Covenants of the Selling Stockholders. Each of the Selling Stockholders Stockholder further covenants and agrees with each Underwriter and the several Underwriters thatQIU: (a) For a period of 90 days after the date of this Agreement, such Such Selling Stockholder will not make or cause to be made any (i) offer, sale, contract for the sale, short sale, pledge or other disposition, whether direct or indirect, of any shares of Common Stock of the Company, securities convertible into or exchangeable or exercisable for shares of Common Stock or derivatives with respect to shares of Common Stock beneficially owned by the Selling Stockholder, (ii) transactions that would have the same effect, (iii) swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of Common Stock, whether any of these transactions are to be settled by delivery of Common Stock or other securities, in cash or otherwise, (iv) public disclosure of the intention to make any offer, sale, contract to sell, short sale, pledge or other disposition or to enter into any such other transaction, swap, hedge or other arrangement, or (v) request the Company to register any of the foregoing under the Actnot, without the prior written consent of RBC Capital Markets Corporation or unless otherwise permitted hereunder. BAS and Wachovia (b) In order to document the Underwriters' compliance with the reporting and withholding provisions of the Tax Equity and Fiscal Responsibility Act of 1982 and the Interest and Dividend Tax Compliance Act of 1983 with respect to the transactions herein contemplated, each of the Selling Stockholders agrees to deliver to you prior to or at the Closing Date a properly completed and executed United States Treasury Department Form W-8 or W-9 (or other applicable form or statement specified by Treasury Department regulations which consent may be withheld in lieu thereoftheir sole discretion). (c) Such Selling Stockholder will not take, directly or indirectly, sell, offer, contract or grant any action designed option to cause sell (including without limitation any short sale), enter into any hedging transaction, pledge, transfer, establish an open “put equivalent position” or result inliquidate or decrease a “call equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act, or otherwise dispose of or transfer any shares of Common Stock, options or warrants to acquire shares of Common Stock, or securities exchangeable or exercisable for or convertible into shares of Common Stock currently or hereafter owned either of record or beneficially (as defined in Rule 13d-3 under the Exchange Act) by the undersigned, or publicly announce the undersigned’s intention to do any of the foregoing, for a period commencing on the date hereof and continuing through the close of trading on the date 180 days after the date of the Prospectus ; provided, however, that has constituted this provision shall not prohibit (i) the private sale of shares of Common Stock to an affiliate of such Selling Stockholder, (ii) the transfer of shares of Common Stock to a family member or might reasonably trust, or as a bona fide gift, (iii) any transfer by operation of law, such as rules of descent and distribution, statutes governing the effects of a merger or a qualified domestic relations order, (iv) the sale of shares of Common Stock purchased in the open market after the completion of the Offering so long as the filing of a Form 4 under the Exchange Act shall not be expected required as a result of such sale and (v) sales of Senior Preferred Stock or Junior Preferred Stock to constitutethe Company, each as defined and described in the Prospectus; provided, in the case of clauses (i), (ii) and (iii), that it shall be a condition to such transfer that the transferee executes and delivers to the Lead Representative an agreement stating that the transferee is receiving and holding the shares of Common Stock subject to the agreement described in this Section 3.B.(a), and there shall be no further transfer of such shares of Common Stock except in accordance with such agreement. Notwithstanding the foregoing, if (x) during the last 17 days of the 180-day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs, or (y) prior to the expiration of the 180-day restricted period, the stabilization or manipulation Company announces that it will release earnings results during the 16-day period beginning on the last day of the price 180-day period, the restrictions imposed in this clause 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. The Company will provide the Representatives and any co-managers and each individual subject to the restricted period pursuant to the lock-up agreements described in Section 5(q) with prior notice of any securities such announcement that gives rise to an extension of the Companyrestricted period. For the avoidance of doubt, with respect to the Warrant Selling Stockholder and the GS Selling Stockholders (as defined herein), the foregoing covenants shall not apply to Wachovia or Goldman or any of their respective affiliates (other than the Warrant Selling Stockholder and the GS Selling Stockholders).

Covenants of the Selling Stockholders. Each of the Selling Stockholders covenants Stockholder, severally and agrees not jointly with the several Underwriters thatother Selling Stockholders, covenants to each Underwriter as follows: (a) For a period of 90 days after Such Selling Stockholder has or shall furnish to the Representatives on or prior to the date hereof, a “lock-up” agreement in substantially the form of this AgreementExhibit A hereto, which lock-up agreement shall be duly authorized, executed and delivered by such Selling Stockholder will not make or cause to be made any (i) offer, sale, contract for the sale, short sale, pledge or other disposition, whether direct or indirect, of any shares of Common Stock of the Company, securities convertible into or exchangeable or exercisable for shares of Common Stock or derivatives with respect to shares of Common Stock beneficially owned by the Selling Stockholder, (ii) transactions that would have the same effect, (iii) swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of Common Stock, whether any of these transactions are to be settled by delivery of Common Stock or other securities, in cash or otherwise, (iv) public disclosure of the intention to make any offer, sale, contract to sell, short sale, pledge or other disposition or to enter into any such other transaction, swap, hedge or other arrangement, or (v) request the Company to register any of the foregoing under the Act, without the prior written consent of RBC Capital Markets Corporation or unless otherwise permitted hereunder. (b) In order Each Selling Stockholder agrees to document advise the Underwriters' compliance with Representatives promptly, and if requested by the reporting and withholding provisions Representatives, confirm such advice in writing, so long as delivery of the Tax Equity and Fiscal Responsibility Act of 1982 and the Interest and Dividend Tax Compliance Act of 1983 with respect a prospectus relating to the transactions herein contemplatedShares by an underwriter or dealer may be required under the Securities Act, each any change in information contained in the Registration Statement, the Time of Sale Prospectus or the Prospectus that relates to such Selling Stockholders agrees to deliver to you prior to or at the Closing Date a properly completed and executed United States Treasury Department Form W-8 or W-9 (or other applicable form or statement specified by Treasury Department regulations in lieu thereof)Stockholder. (c) Such Selling Stockholder will not take, directly or indirectly, any action designed to or that might be reasonably expected to cause or result in, or that has constituted or might reasonably be expected to constitute, the in stabilization or manipulation of the price of the Shares or any securities other reference security, whether to facilitate the sale or resale of the CompanyOffered Shares or otherwise, and such Selling Stockholder will, and shall cause each of its affiliates to, comply with all applicable provisions of Regulation M. If the limitations of Rule 102 do not apply with respect to the Offered Shares or any other reference security pursuant to any exception set forth in Section (d) of Rule 102, then promptly upon notice from the Representatives (or, if later, at the time stated in the notice), such Selling Stockholder will, and shall cause each of its affiliates to, comply with Rule 102 as though such exception were not available but the other provisions of Rule 102 (as interpreted by the Commission) did apply. (d) Such Selling Stockholder shall deliver to the Representatives prior to the Closing Date a properly completed and executed United States Treasury Department Form W-8 (if the Selling Stockholder is a non-United States person) or Form W-9 (if the Selling Stockholder is a United States person). (e) Such Selling Stockholder shall not prepare or have prepared on its behalf or use or refer to, any “prospectus” (within the meaning of the Securities Act), other than the Prospectus, or any free writing prospectus or Testing-the-Waters Communication in connection with the offer or sale of the Shares.

Covenants of the Selling Stockholders. Each of the Selling Stockholders further covenants and agrees with each of the several Underwriters that: (a) For a period of 90 days after the date of this Agreement, such Selling Stockholder will not make or cause to be made any (i) offerSuch Selling Stockholders will not, sale, contract for the sale, short sale, pledge directly or other disposition, whether direct or indirect, of any shares of Common Stock of the Company, securities convertible into or exchangeable or exercisable for shares of Common Stock or derivatives with respect to shares of Common Stock beneficially owned by the Selling Stockholder, (ii) transactions that would have the same effect, (iii) swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of Common Stock, whether any of these transactions are to be settled by delivery of Common Stock or other securities, in cash or otherwise, (iv) public disclosure of the intention to make any offer, sale, contract to sell, short sale, pledge or other disposition or to enter into any such other transaction, swap, hedge or other arrangement, or (v) request the Company to register any of the foregoing under the Actindirectly, without the prior written consent of RBC Capital Markets Corporation Prudential Securities Incorporated, offer, sell, offer to sell, contract to sell, pledge, grant any option to purchase or unless otherwise permitted hereundersell or dispose (or announce any offer, sale, offer of sale, contract of sale, pledge, grant of any option to purchase or other sale or disposition) of any Securities legally or beneficially owned by such Selling Stockholder or any securities convertible into, or exchangeable or exercisable for, Securities for a period of 180 days after the date hereof except pursuant to this Agreement and except for issuances pursuant to the exercise of employee stock options granted or to be granted under the Company's Amended and Restated 1999 Stock Option Plan, as such plan exists on the date hereof, provided that prior to any such issuance of securities under such plan, the Representatives shall have received a lock- up agreement (as described in Section 7(f) hereto) from each person to be issued such securities. (bii) In Such Selling Stockholder will not, directly or indirectly, (A) take any action designed to cause or result in, or that has constituted or which might reasonably be expected to constitute, the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Securities or (B) (1) sell, bid for, purchase, or pay anyone any compensation for soliciting purchases of, the Securities or (2) pay or agree to pay to any person any compensation for soliciting another to purchase any other securities of the Company (except for the sale of Securities by the Selling Stockholders under this Agreement). (iii) Such Selling Stockholders, in order to document the Underwriters' compliance with the reporting and withholding provisions of the Tax Equity and Fiscal Responsibility Act Internal Revenue Code of 1982 and the Interest and Dividend Tax Compliance Act of 1983 1986, as amended, with respect to the transactions herein contemplated, each of the Selling Stockholders agrees agree to deliver to you prior to or at on the Firm Closing Date Date, as hereinafter defined, a properly completed and executed United States Treasury Department Form W-8 or W-9 (or other applicable form or of statement specified by Treasury Department regulations in lieu thereof). (c) Such Selling Stockholder will not take, directly or indirectly, any action designed to cause or result in, or that has constituted or might reasonably be expected to constitute, the stabilization or manipulation of the price of any securities of the Company.

Covenants of the Selling Stockholders. Each of the Selling Stockholders Stockholder further covenants and agrees agrees, severally and not jointly, with the several Underwriters thateach Underwriter: (a) For a period of 90 days after the date of this Agreement, such Agreement Not to Offer or Sell Additional Shares. Such Selling Stockholder will not make or cause to be made any (i) offer, sale, contract for the sale, short sale, pledge or other disposition, whether direct or indirect, of any shares of Common Stock of the Company, securities convertible into or exchangeable or exercisable for shares of Common Stock or derivatives with respect to shares of Common Stock beneficially owned by the Selling Stockholder, (ii) transactions that would have the same effect, (iii) swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of Common Stock, whether any of these transactions are to be settled by delivery of Common Stock or other securities, in cash or otherwise, (iv) public disclosure of the intention to make any offer, sale, contract to sell, short sale, pledge or other disposition or to enter into any such other transaction, swap, hedge or other arrangement, or (v) request the Company to register any of the foregoing under the Actnot, without the prior written consent of RBC Capital Markets Corporation or unless otherwise permitted hereunder. the Representatives (b) In order to document the Underwriters' compliance with the reporting and withholding provisions of the Tax Equity and Fiscal Responsibility Act of 1982 and the Interest and Dividend Tax Compliance Act of 1983 with respect to the transactions herein contemplated, each of the Selling Stockholders agrees to deliver to you prior to or at the Closing Date a properly completed and executed United States Treasury Department Form W-8 or W-9 (or other applicable form or statement specified by Treasury Department regulations which consent may be withheld in lieu thereoftheir sole discretion). (c) Such Selling Stockholder will not take, directly or indirectly, sell, offer, contract or grant any action designed option to cause sell (including without limitation any short sale), pledge, transfer, establish an open "put equivalent position" or result inliquidate or decrease a "call equivalent position" within the meaning of Rule 16a-1(h) under the Exchange Act, or that has constituted otherwise dispose of or might transfer (or enter into any transaction which is designed to, or would reasonably be expected to, result in the disposition of) any shares of Common Stock, options or warrants to constituteacquire shares of Common Stock, or securities exchangeable or exercisable for or convertible into shares of Common Stock currently or hereafter owned either of record or beneficially (as defined in Rule 13d-3 under the Exchange Act) by the Selling Stockholder, or publicly announce the Selling Stockholder's intention to do any of the foregoing, for a period commencing on the date hereof and continuing through the close of trading on the date 180 days after the date of the Prospectus, provided, however, that the foregoing restrictions do not apply to (i) the sales of Shares to the Underwriters, (ii) the exchange of LP Exchangeable Units for the Company's Class B Common Stock or the conversion of such Class B Common Stock for Common Stock, (iii) the transfer of shares of Common Stock or LP Exchangeable Units, or derivative securities relating to any shares of Common Stock or LP Exchangeable Units, to any partner, member, affiliate of, or other persons who hold (directly or indirectly) ownership interests in, Onex Corporation or Onex Partners LP; provided that the transferee is a Selling Stockholder or agrees in writing with the Representatives to the restrictions of this Section 3(B)(a) or (iv) the pledge of shares of Common Stock or LP Exchangeable Units to secure indebtedness. Notwithstanding the foregoing, if (x) during the last 17 days of the 180-day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs, or (y) prior to the expiration of the 180-day restricted period, the stabilization or manipulation Company announces that it will release earnings results during the 16-day period beginning on the last day of the price 180-day period, the restrictions imposed in this clause 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. The Company will provide the Representatives and any co-managers and each individual subject to the restricted period pursuant to the lockup letters described in Section 5(k) with prior notice of any securities such announcement that gives rise to an extension of the Companyrestricted period.

Covenants of the Selling Stockholders. Each of the Selling Stockholders Stockholder covenants and agrees with the several Underwriters thatto each Underwriter as follows: (a) For a period of 90 days after Such Selling Stockholder has or shall furnish to Xxxxx on or prior to the date hereof, a “lock-up” agreement in substantially the form of this AgreementExhibit C hereto, which lock-up agreement shall be duly authorized, executed and delivered by such Selling Stockholder will not make or cause to be made any (i) offer, sale, contract for the sale, short sale, pledge or other disposition, whether direct or indirect, of any shares of Common Stock of the Company, securities convertible into or exchangeable or exercisable for shares of Common Stock or derivatives with respect to shares of Common Stock beneficially owned by the Selling Stockholder, (ii) transactions that would have the same effect, (iii) swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of Common Stock, whether any of these transactions are to be settled by delivery of Common Stock or other securities, in cash or otherwise, (iv) public disclosure of the intention to make any offer, sale, contract to sell, short sale, pledge or other disposition or to enter into any such other transaction, swap, hedge or other arrangement, or (v) request the Company to register any of the foregoing under the Act, without the prior written consent of RBC Capital Markets Corporation or unless otherwise permitted hereunder. (b) In order Each Selling Stockholder agrees to document the Underwriters' compliance with the reporting advise Xxxxx promptly, and withholding provisions if requested by Xxxxx, confirm such advice in writing, so long as delivery of the Tax Equity and Fiscal Responsibility Act of 1982 and the Interest and Dividend Tax Compliance Act of 1983 with respect a prospectus relating to the transactions herein contemplatedShares by an underwriter or dealer may be required under the Securities Act, each any change in information contained in the Registration Statement, the Time of Sale Prospectus or the Prospectus that relates to such Selling Stockholders agrees to deliver to you prior to or at the Closing Date a properly completed and executed United States Treasury Department Form W-8 or W-9 (or other applicable form or statement specified by Treasury Department regulations in lieu thereof)Stockholder. (c) Such Selling Stockholder will not take, directly or indirectly, any action designed to or that might be reasonably expected to cause or result in, or that has constituted or might reasonably be expected to constitute, the in stabilization or manipulation of the price of the Shares or any securities other reference security, whether to facilitate the sale or resale of the CompanyShares or otherwise, and such Selling Stockholder will, and shall cause each of its affiliates to, comply with all applicable provisions of Regulation M. If the limitations of Rule 102 do not apply with respect to the Shares or any other reference security pursuant to any exception set forth in Section (d) of Rule 102, then promptly upon notice from the Representatives (or, if later, at the time stated in the notice), such Selling Stockholder will, and shall cause each of its affiliates to, comply with Rule 102 as though such exception were not available but the other provisions of Rule 102 (as interpreted by the Commission) did apply. (d) Such Selling Stockholder shall deliver to Xxxxx prior to the Closing Date a properly completed and executed United States Treasury Department Form W-8 (if the Selling Stockholders is a non-United States person) or Form W-9 (if the Selling Stockholders is a United States Person). (e) Such Selling Stockholder shall not prepare or have prepared on its behalf or use or refer to, any “prospectus” (within the meaning of the Securities Act), other than the Prospectus, or any free writing prospectus or Testing-the-Waters Communication in connection with the offer or sale of the Shares.

Covenants of the Selling Stockholders. Each of the Selling Stockholders Stockholder ------------------------------------- covenants and agrees with the several Underwriters thateach Underwriter: (a) For a period of 90 days after [Other than the date of Shares sold pursuant to this Agreement, such Selling Stockholder will not not, during the period of 90 days from March __, 1999 (the "Lock-Up Period"), make a disposition of securities (as defined in Exhibit A hereto) now owned or cause hereafter acquired directly by such person or with respect to be made any which such person has or hereafter acquires the power of disposition, otherwise than (i) offeras a bona fide gift or gifts, sale, contract for provided the sale, short sale, pledge donee or other disposition, whether direct or indirect, of any shares of Common Stock of the Company, securities convertible into or exchangeable or exercisable for shares of Common Stock or derivatives with respect donees thereof agree in writing to shares of Common Stock beneficially owned be bound by the Selling Stockholderthis restriction, (ii) transactions as a distribution to partners or shareholders of such person, provided that would have the same effectdistributees thereof agree in writing to be bound by the terms of this restriction, (iii) swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of Common Stock, whether any of these transactions are with respect to be settled by delivery dispositions of Common Stock acquired on the open market, or other securities, in cash or otherwise, (iv) public disclosure of the intention to make any offer, sale, contract to sell, short sale, pledge or other disposition or to enter into any such other transaction, swap, hedge or other arrangement, or (v) request the Company to register any of the foregoing under the Act, without with the prior written consent of RBC Capital Markets Corporation Bear, Xxxxxxx & Co. Inc. The foregoing restriction has been expressly agreed to preclude the holder of the securities from engaging in any hedging or unless otherwise permitted hereunderother transaction which is designed to or reasonably expected to lead to or result in a disposition of securities during the Lock-Up Period, even if such securities would be disposed of by someone other than such holder. Such prohibited hedging or other transactions would include, without limitation, any short sale (whether or not against the box) or any purchase, sale or grant of any right (including, without limitation, any put or call option) with respect to any securities or with respect to any security (other than a broad-based market basket or index) that includes, relates to or derives any significant part of its value from securities. Furthermore, such person has also agreed and consented to the entry of stop transfer instructions with the Company's transfer agent against the transfer of the securities held by such person except in compliance with this restriction.] (b) In order to document the Underwriters' compliance with the reporting and withholding provisions of the Tax Equity and Fiscal Responsibility Act of 1982 and the Interest and Dividend Tax Compliance Act of 1983 with respect To deliver to the transactions herein contemplated, each of the Selling Stockholders agrees to deliver to you Representatives prior to or at the First Closing Date a properly completed and executed United States Treasury Department Form W-8 (if the Selling Stockholder is a non-United States Person) or Form W-9 (or other applicable form or statement specified by Treasury Department regulations in lieu thereofif the Selling Stockholder is a United States Person). (c) Such If, at any time prior to the date on which the distribution of the Shares as contemplated herein and in the Prospectus has been completed, as determined by the Representatives, such Selling Stockholder has knowledge of the occurrence of any event as a result of which the Prospectus or the Registration Statement, in each case as then amended or supplemented, would include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, such Selling Stockholder will not take, directly or indirectly, any action designed to cause or result in, or that has constituted or might reasonably be expected to constitute, promptly notify the stabilization or manipulation of Company and the price of any securities of the CompanyRepresentatives.

Covenants of the Selling Stockholders. Each of the Selling Stockholders Stockholder further covenants and agrees with the several Underwriters thateach Underwriter: (a) For a period During the Lock-Up Period, without the prior written consent of 90 days after the date of this AgreementING Barings LLC, such Selling Stockholder will not make (other than in respect of those Shares sold hereunder) shall not, directly or cause to be made any indirectly: (i1) offer, offer for sale, contract for the saleto sell, short salesell, pledge or other dispositionotherwise dispose of (or enter into any transaction or device which is designed to, whether direct or indirectcould be expected to, of result in the disposition by any person at any time in the future of) any shares of Common Stock of the Company, or securities convertible into into, exercisable or exchangeable for, or exercisable for represent the right to receive, Common Stock or sell or grant options, rights or warrants with respect to any shares of Common Stock or derivatives with respect to any of the foregoing or announce the offering of or register for sale any of the foregoing or any outstanding shares of Common Stock beneficially owned by the Selling Stockholder, Stock; or (ii2) transactions that would have the same effect, (iii) enter into any swap, hedge repurchase agreement, pledge, transfer or other arrangement transaction that transferstransfers to another, in whole or in part, any of the economic consequences benefits or risks of ownership of such shares of Common StockStock or other securities, whether any of these transactions are such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or other securities, in cash or otherwise. Notwithstanding the foregoing, (ivi) public disclosure gifts or (ii) transfers to (A) immediate family of those persons subject to the foregoing lock-up provisions or (B) a trust or partnership the beneficiaries and sole partners of which are members of the intention immediate family of those persons subject to the foregoing lock-up provisions shall not be prohibited by this provision if the donee or transferee agrees in writing to be bound by the foregoing. In addition, during such period, such Selling Stockholder also agrees not to make any offer, sale, contract to sell, short sale, pledge or other disposition or to enter into any such other transaction, swap, hedge or other arrangementdemand for, or (v) request exercise any right with respect to, the Company to register registration of any shares of the foregoing under the Act, Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock without the prior written consent of RBC Capital Markets Corporation or unless otherwise permitted hereunderING Barings LLC. (b) In order to document the Underwriters' compliance with the reporting and withholding provisions of the Tax Equity and Fiscal Responsibility Act of 1982 and the Interest and Dividend Tax Compliance Act of 1983 with respect Such Selling Stockholder shall deliver to the transactions herein contemplated, each of the Selling Stockholders agrees to deliver to you Representatives prior to or at the Closing Date a properly completed and executed United States Treasury Department Form W-8 (if the Selling Stockholder is a non-United States person) or Form W-9 (or other applicable form or statement specified by Treasury Department regulations in lieu thereofif the Selling Stockholder is a United States Person). (c) Such If, at any time prior to the date on which the distribution of the Shares are contemplated herein and in the prospectus has been completed, as determined by the Representatives, such Selling Stockholder has knowledge of the occurrence of any event as a result of which the Prospectus or the Registration Statement, in each case as then amended or supplemented, would include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, not misleading, such Selling Stockholder will not take, directly or indirectly, any action designed to cause or result in, or that has constituted or might reasonably be expected to constitute, promptly notify the stabilization or manipulation of Company and the price of any securities of the CompanyRepresentatives.

Covenants of the Selling Stockholders. Each Selling Stockholder covenants with each of the Selling Stockholders covenants and agrees with the several Underwriters thatas follows: (a) For The Selling Stockholder shall cooperate to the extent reasonably necessary to cause the Registration Statement, if not effective at the Representation Date, and any amendment thereof, to become effective, as promptly as possible after the filing thereof. (b) Without prejudice to any rights the Selling Stockholder may have against the Company, the Selling Stockholder shall pay all federal and other taxes, if any, on the transfer or sale of the Shares being sold by the Selling Stockholder to the Underwriters. (c) The Selling Stockholder shall do or perform all things required to be done or performed by the Selling Stockholder prior to the Firm Shares Closing Date to satisfy all conditions precedent to the delivery of and the payment for the Shares to be sold by the Selling Stockholder pursuant to this Agreement. (d) The Selling Stockholder will enter into an agreement with the Underwriters in the form set forth in Exhibit A to the effect that the Selling Stockholder will not, for a period of 90 180 days after following the date of this Agreement, such Selling Stockholder will not make or cause to be made any (i) offer, sale, contract for the sale, short sale, pledge or other disposition, whether direct or indirect, of any shares of Common Stock of the Company, securities convertible into or exchangeable or exercisable for shares of Common Stock or derivatives with respect to shares of Common Stock beneficially owned by the Selling Stockholder, (ii) transactions that would have the same effect, (iii) swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of Common Stock, whether any of these transactions are to be settled by delivery of Common Stock or other securities, in cash or otherwise, (iv) public disclosure of the intention to make any offer, sale, contract to sell, short sale, pledge or other disposition or to enter into any such other transaction, swap, hedge or other arrangement, or (v) request the Company to register any of the foregoing under the ActProspectus, without the prior written consent of RBC Capital Markets Corporation Xxxxxxxxx & Company, Inc., offer, sell or unless contract to sell, or otherwise permitted hereunder. (b) In order to document the Underwriters' compliance with the reporting and withholding provisions of the Tax Equity and Fiscal Responsibility Act of 1982 and the Interest and Dividend Tax Compliance Act of 1983 with respect to the transactions herein contemplated, each of the Selling Stockholders agrees to deliver to you prior to or at the Closing Date a properly completed and executed United States Treasury Department Form W-8 or W-9 (or other applicable form or statement specified by Treasury Department regulations in lieu thereof). (c) Such Selling Stockholder will not takedispose of, directly or indirectly, or announce the offering of, any shares of Common Stock or any securities convertible into, or exchangeable for, shares of Common Stock. Xxxxxxxxx & Company, Inc. Bear, Xxxxxxx & Co. Inc. Xxxxxxx Xxxx & Company L.L.C. , 1997 Page 20 (e) The Selling Stockholder will not at any time, directly or indirectly, take any action designed intended, or that might reasonably be expected, to cause or result in, or that has constituted or might reasonably be expected to constitutewill cause, the stabilization or manipulation of the price of the shares of Common Stock to facilitate the sale or resale of any securities of the CompanyShares. (f) The Selling Stockholder will advise the Representatives promptly, and if requested by the Representatives will confirm such advice in writing, of any change in the information relating to the Selling Stockholder contained in the Registration Statement under the caption "Principal and Selling Stockholders".

Covenants of the Selling Stockholders. Each of the Selling Stockholders Stockholder covenants and agrees with the several Underwriters thatto each Underwriter as follows: (a) For a period of 90 days after Such Selling Stockholder has or shall furnish to the Representatives on or prior to the date hereof, a “lock-up” agreement in substantially the form of this AgreementExhibit C hereto, which lock-up agreement shall be duly authorized, executed and delivered by such Selling Stockholder will not make or cause to be made any (i) offer, sale, contract for the sale, short sale, pledge or other disposition, whether direct or indirect, of any shares of Common Stock of the Company, securities convertible into or exchangeable or exercisable for shares of Common Stock or derivatives with respect to shares of Common Stock beneficially owned by the Selling Stockholder, (ii) transactions that would have the same effect, (iii) swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of Common Stock, whether any of these transactions are to be settled by delivery of Common Stock or other securities, in cash or otherwise, (iv) public disclosure of the intention to make any offer, sale, contract to sell, short sale, pledge or other disposition or to enter into any such other transaction, swap, hedge or other arrangement, or (v) request the Company to register any of the foregoing under the Act, without the prior written consent of RBC Capital Markets Corporation or unless otherwise permitted hereunder. (b) In order Each Selling Stockholder agrees to document advise the Underwriters' compliance with Representatives promptly, and if requested by the reporting and withholding provisions Representatives, confirm such advice in writing, so long as delivery of the Tax Equity and Fiscal Responsibility Act of 1982 and the Interest and Dividend Tax Compliance Act of 1983 with respect a prospectus relating to the transactions herein contemplatedShares by an underwriter or dealer may be required under the Securities Act, each any change in information contained in the Registration Statement, the Time of Sale Prospectus or the Prospectus that relates to such Selling Stockholders agrees to deliver to you prior to or at the Closing Date a properly completed and executed United States Treasury Department Form W-8 or W-9 (or other applicable form or statement specified by Treasury Department regulations in lieu thereof)Stockholder. (c) Such Selling Stockholder will not take, directly or indirectly, any action designed to or that might be reasonably expected to cause or result in, or that has constituted or might reasonably be expected to constitute, the in stabilization or manipulation of the price of the Shares or any securities other reference security, whether to facilitate the sale or resale of the CompanyOffered Shares or otherwise, and such Selling Stockholder will, and shall cause each of its affiliates to, comply with all applicable provisions of Regulation M. If the limitations of Rule 102 do not apply with respect to the Offered Shares or any other reference security pursuant to any exception set forth in Section (d) of Rule 102, then promptly upon notice from the Representatives (or, if later, at the time stated in the notice), such Selling Stockholder will, and shall cause each of its affiliates to, comply with Rule 102 as though such exception were not available but the other provisions of Rule 102 (as interpreted by the Commission) did apply. (d) Such Selling Stockholder shall deliver to the Representatives prior to the Closing Date a properly completed and executed United States Treasury Department Form W-8 (if the Selling Stockholder is a non-United States person) or Form W-9 (if the Selling Stockholder is a United States person). (e) Such Selling Stockholder shall not prepare or have prepared on its behalf or use or refer to, any “prospectus” (within the meaning of the Securities Act), other than the Prospectus, or any free writing prospectus or Testing-the-Waters Communication in connection with the offer or sale of the Shares.

Covenants of the Selling Stockholders. Each of the Selling Stockholders Stockholder further covenants and agrees with each Underwriter: (1) Will be completed with the several Underwriters that:date of the end of the Company's first quarter ending after one year following the "effective date of the Registration Statement" (as defined in Rule 158(c) under the Securities Act). (a) For a period of 90 days after the date of this Agreement, such Agreement Not to Offer or Sell Additional Securities. Such Selling Stockholder will not not, during the Lock-Up Period, make a disposition of Securities (as defined in Exhibit A hereto) now owned or cause hereafter acquired directly by such person or with respect to be made any which such person has or hereafter acquires the power of disposition, otherwise than (i) offeras a bona fide gift or gifts, sale, contract for provided the sale, short sale, pledge donee or other disposition, whether direct or indirect, of any shares of Common Stock of the Company, securities convertible into or exchangeable or exercisable for shares of Common Stock or derivatives with respect donees thereof agree in writing to shares of Common Stock beneficially owned be bound by the Selling Stockholderthis restriction, (ii) transactions as a distribution to partners or shareholders of such person, provided that would have the same effectdistributees thereof agree in writing to be bound by the terms of this restriction, (iii) swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership with respect to dispositions of Common Stock, whether any of these transactions are to be settled by delivery of Common Stock Shares acquired on the open market or other securities, in cash or otherwise, (iv) public disclosure of the intention to make any offer, sale, contract to sell, short sale, pledge or other disposition or to enter into any such other transaction, swap, hedge or other arrangement, or (v) request the Company to register any of the foregoing under the Act, without with the prior written consent of RBC Capital Markets Corporation FleetBoston Robexxxxx Xxxpxxxx Xxx. The foregoing restriction has been expressly agreed to preclude the holder of the Securities from engaging in any hedging or unless otherwise permitted hereunderother transaction which is designed to or reasonably expected to lead to or result in a disposition of Securities during the Lock-Up Period, even if such Securities would be disposed of by someone other than such holder. Such prohibited hedging or other transactions would include, without limitation, any short sale (whether or not against the box) or any purchase, sale or grant of any right (including, without limitation, any put or call option) with respect to any Securities or with respect to any security (other than a broad- based market basket or index) that includes, relates to or derives any significant part of its value from Securities. Furthermore, such person has also agreed and consented to the entry of stop transfer instructions with the Company's transfer agent against the transfer of the Securities held by such person except in compliance with this restriction. (b) In order to document the Underwriters' compliance with the reporting Delivery of Forms W-B and withholding provisions of the Tax Equity and Fiscal Responsibility Act of 1982 and the Interest and Dividend Tax Compliance Act of 1983 with respect W-9. To deliver to the transactions herein contemplated, each of the Selling Stockholders agrees to deliver to you Representatives prior to or at the First Closing Date a properly completed and executed United States Treasury Department Form W-8 (if the Selling Stockholder is a non-United States person) or Form W-9 (or other applicable form or statement specified by Treasury Department regulations in lieu thereofif the Selling Stockholder is a United States Person). (c) Such Selling Stockholder will not take, directly or indirectly, any action designed to cause or result in, or that has constituted or might reasonably be expected to constitute, the stabilization or manipulation of the price of any securities of the Company.

Covenants of the Selling Stockholders. Each of the Selling Stockholders Stockholder further covenants and agrees with the several Underwriters thateach Underwriter: (a) For a period of 90 days after the date of this Agreement, such AGREEMENT NOT TO OFFER OR SELL ADDITIONAL SECURITIES. Such Selling Stockholder will not make or cause to be made any (i) offer, sale, contract for the sale, short sale, pledge or other disposition, whether direct or indirect, of any shares of Common Stock of the Company, securities convertible into or exchangeable or exercisable for shares of Common Stock or derivatives with respect to shares of Common Stock beneficially owned by the Selling Stockholder, (ii) transactions that would have the same effect, (iii) swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of Common Stock, whether any of these transactions are to be settled by delivery of Common Stock or other securities, in cash or otherwise, (iv) public disclosure of the intention to make any offer, sale, contract to sell, short sale, pledge or other disposition or to enter into any such other transaction, swap, hedge or other arrangement, or (v) request the Company to register any of the foregoing under the Actnot, without the prior written consent of RBC Capital Markets Corporation or unless otherwise permitted hereunder. JMP (b) In order to document the Underwriters' compliance with the reporting and withholding provisions of the Tax Equity and Fiscal Responsibility Act of 1982 and the Interest and Dividend Tax Compliance Act of 1983 with respect to the transactions herein contemplated, each of the Selling Stockholders agrees to deliver to you prior to or at the Closing Date a properly completed and executed United States Treasury Department Form W-8 or W-9 (or other applicable form or statement specified by Treasury Department regulations which consent may be withheld in lieu thereofits sole discretion). (c) Such Selling Stockholder will not take, directly or indirectly, any action designed to cause or result insell, offer, contract, or that has constituted grant any option to sell, pledge, transfer, or might reasonably establish an open "put equivalent position" within the meaning of Rule 16a-1(h) under the Exchange Act, otherwise dispose of, transfer, or enter into any transaction which is designed to, or could be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to constitute, cash settlement or otherwise by the stabilization Company or manipulation any affiliate of the price of Company or any securities person in privity with the Company or any affiliate of the Company), or otherwise dispose of any Securities (as defined in EXHIBIT B (the "Form of Lock-up Agreement") attached hereto) or any securities that relates to or derives any significant part of its value from Securities currently or hereafter owned either of record or beneficially (as defined in Rule 13d-3 under the Exchange Act) by the undersigned, or publicly announce the undersigned's intention to do any of the foregoing, during the Lock-up Period; PROVIDED, HOWEVER, that with respect to Messrs. Sidney A., Hugh, Marc and Lee Miller, the term "Lock-up Periox" xxxxx xxxx xxx xxxiod ox xxx xxxxred twenty (120) days following the date of the Prospectus. Furthermore, such Selling Stockholder also agrees and consents to the entry of stop transfer instructions with the Company's transfer agent against the transfer of the Securities held by such Selling Stockholder except in compliance with this restriction.

Covenants of the Selling Stockholders. Each of the Selling Stockholders Stockholder, severally and not jointly, covenants and agrees with the several Underwriters that: (a) For a period of 90 days after as follows: The Selling Stockholders, whether or not the date of transactions contemplated hereunder are consummated or this AgreementAgreement is terminated, such Selling Stockholder will not make pay or cause to be made any paid all expenses (including transfer taxes allocated to the respective transferees) incurred in connection with the delivery to the Underwriters of the Secondary Shares to be sold by the Selling Stockholders hereunder. The Selling Stockholders hereby agree that, without the prior written consent of the Underwriters, it will not, during the Lock-Up Period, (i) offer, salepledge, sell, contract for the saleto sell, short salepurchase, pledge contract to purchase, lend, or other dispositionotherwise transfer or dispose of, whether direct directly or indirectindirectly, of any shares of Common Stock of the Company, or any securities convertible into or exercisable or exchangeable for Common Stock; or exercisable for shares of Common Stock or derivatives with respect to shares of Common Stock beneficially owned by the Selling Stockholder, (ii) transactions that would have the same effect, (iii) swap, hedge enter into any swap or other arrangement that transferstransfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any of these transactions are such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The restrictions contained in the preceding sentence shall not apply to (1) the Shares to be sold hereunder, (iv2) public disclosure the issuance of Common Stock upon the exercise of options or warrants disclosed as outstanding in the Registration Statement (excluding exhibits thereto) or the Prospectus, (3) the issuance of employee stock options not exercisable during the Lock-Up Period and the grant of restricted stock pursuant to equity incentive plans described in the Registration Statement (excluding exhibits thereto) and the Prospectus. Notwithstanding the foregoing, if (x) the Company issues an earnings release or material news, or a material event relating to the Company occurs, during the last 17 days of the intention to make any offer, sale, contract to sell, short sale, pledge or other disposition or to enter into any such other transaction, swap, hedge or other arrangementLock-Up Period, or (vii) request prior to the expiration of the Lock-Up Period, the Company to register any announces that it will release earnings results during the 16-day period beginning on the last day of the foregoing under Lock-Up Period, the Act, without restrictions imposed by this clause shall continue to apply until the prior written consent of RBC Capital Markets Corporation or unless otherwise permitted hereunder. (b) In order to document the Underwriters' compliance with the reporting and withholding provisions expiration of the Tax Equity and Fiscal Responsibility Act 18-day period beginning on the issuance of 1982 and the Interest and Dividend Tax Compliance Act earnings release or the occurrence of 1983 with respect the material news or material event, unless the Underwriter waives such extension in writing. Such Selling Stockholder will deliver to the transactions herein contemplated, each of the Selling Stockholders agrees to deliver to you Underwriters prior to or at the applicable Closing Date a properly completed and executed United States Treasury Department Form W-8 W-9. During the Prospectus Delivery Period, such Selling Stockholder will advise the Underwriters promptly, and if requested by the Underwriters, will confirm such advice in writing, of any change in information relating to such Selling Stockholder in the Registration Statement, the Time of Sale Disclosure Package or W-9 (or other applicable form or statement specified by Treasury Department regulations in lieu thereof). (c) any Prospectus. Such Selling Stockholder agrees that it will not takeprepare or have prepared on its behalf or use or refer to any "free writing prospectus" (as such term is defined in Rule 405 under the Act), directly and agrees that it will not distribute any written materials in connection with the offer or indirectly, any action designed to cause or result in, or that has constituted or might reasonably be expected to constitute, the stabilization or manipulation sale of the price of any securities of the CompanyShares.]