Common use of Directed Share Program Clause in Contracts

Directed Share Program. It is understood that approximately [_________] shares of the Firm Stock ("Directed Shares") will initially be reserved by the Underwriters for offer and sale to officers, directors, employees and consultants of the Company and their family members and to other persons having business relationships with the Company and its subsidiaries ("Directed Share Participants") upon the terms and conditions set forth in the Prospectus and in accordance with the rules and regulations of the National Association of Securities Dealers, Inc. Under no circumstances will Lehmxx Xxxthers Inc. or any Underwriter be liable to the Company or to any Directed Share Participant for any action taken or omitted to be taken in good faith in connection with such Directed Share Program. To the extent that any Directed Shares are not affirmatively confirmed for purchase by any Directed Share Participant on or immediately after the date of this Agreement, such Directed Shares may be offered to the public upon the terms and conditions set forth in the Prospectus. The Company agrees to pay all fees and disbursements incurred by the Underwriters in connection with the Directed Share Program, including counsel fees and any stamp duties or other taxes incurred by the Underwriters in connection with the Directed Share Program. In connection with the offer and sale of the Directed Shares, the Company agrees, promptly upon a request in writing, to indemnify and hold harmless Lehmxx Xxxthers Inc. and the other Underwriters from and against any loss, claim, damage, expense, liability or action which (i) arises out of, or is based upon, any untrue statement or alleged untrue statement of a material fact contained in any material prepared by or with the approval of the Company for distribution to Directed Share Participants in connection with the Directed Share Program or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) arises out of the failure of any Directed Share Program participant to pay for and accept delivery of Directed Shares that the Participant agreed to purchase or (iii) is otherwise related to the Directed Share Program, other than losses, claims, damages or liabilities (or expenses relating thereto) that are finally judicially determined to have resulted directly from the bad faith or gross negligence of Lehmxx Xxxthers Inc.

Directed Share Program. (a) It is understood that approximately [_________] shares of _ Firm Shares (the Firm Stock ("Directed Shares") will initially be reserved by the Underwriters for offer and sale to officers, directors, employees and consultants of the Company and their family members and to other persons having business relationships with the Company and its subsidiaries ("Directed Shares Participants") in a directed share program ("Directed Share ParticipantsProgram") upon the terms and conditions set forth in the Prospectus and in accordance with the rules and regulations of the National Association of Securities Dealers, Inc. Under no circumstances will Lehmxx Xxxthers Inc. Xxxxxx Brothers or any Underwriter be liable to the Company or to any Directed Share Participant for any action taken or omitted to be taken in good faith in connection with such the Directed Share Program. To the extent that any Directed Shares are not affirmatively confirmed reconfirmed for purchase by any Directed Share Participant on or immediately after the date of this Agreement, such Directed Shares may be offered to the public upon as part of the terms and conditions set forth in the Prospectus. public offering contemplated hereby. (b) The Company agrees to pay all fees and disbursements incurred by the Underwriters in connection with the Directed Share Program, including counsel fees and any stamp duties or other taxes incurred by the Underwriters in connection with the Directed Share Program. . (c) In connection with the offer and sale of the Directed Shares, the Company agrees, promptly upon a request in writing, to indemnify and hold harmless Lehmxx Xxxthers Inc. Xxxxxx Brothers and the other Underwriters from and against any loss, claim, damage, expense, liability or action which (i) arises out of, or is based upon, any untrue statement or alleged untrue statement of a material fact contained in any material materials prepared by or with the approval of the Company for distribution to Directed Share Participants in connection with the Directed Share Program or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) arises out of the failure of any Directed Share Program participant Participant to pay for and accept delivery of Directed Shares that the Participant agreed to purchase purchase, or (iii) is otherwise related to the Directed Share Program, other than losses, claims, damages or pr liabilities (or expenses relating thereto) that are finally judicially determined to have resulted directly from the bad faith or gross negligence or willful misconduct of Lehmxx Xxxthers Inc.Xxxxxx Brothers.

Directed Share Program. It is understood that approximately [_________] shares of the Firm Stock Shares ("Directed SharesDIRECTED SHARES") will initially be reserved by the Underwriters for offer and sale to officers, directors, employees and consultants of the Company and their family members and to other persons having business relationships with the Company and its subsidiaries or affiliates ("Directed Share ParticipantsDIRECTED SHARE PARTICIPANTS") upon the terms and conditions set forth in the Prospectus and in accordance with the rules and regulations of the Securities and Exchange Commission and the National Association of Securities Dealers, Inc. Inc. (a) Under no circumstances will Lehmxx Xxxthers Inc. or any Underwriter be liable to the Company or to any Directed Share Participant for any action taken or omitted to be taken in good faith in connection with such Directed Share Program. To the extent that any Directed Shares are not affirmatively confirmed reconfirmed for purchase by any Directed Share Participant on or immediately after the date of this Agreement, such Directed Shares may be offered to the public upon as part of the terms and conditions set forth in the Prospectus. public offering contemplated hereby. (b) The Company agrees to pay all reasonable fees and disbursements incurred by the Underwriters in connection with the Directed Share Program, including counsel fees fees, filing expenses and any stamp duties or other taxes incurred by the Underwriters in connection with the Directed Share Program. . (c) In connection with the offer and sale of the Directed Shares, the Company agrees, promptly upon a request in writing, to indemnify and hold harmless Lehmxx Xxxthers Inc. and the other Underwriters each Underwriter from and against any loss, claim, damage, expense, liability or action which (i) arises out of, or is based upon, any untrue statement or alleged untrue statement of a material fact contained in any material prepared by or with the approval of the Company for distribution to Directed Share Participants in connection with the Directed Share Program or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) arises out of the failure of any Directed Share Program participant Participant to pay for and accept delivery of Directed Shares that the such Participant agreed to purchase purchase, or (iii) is otherwise related to the Directed Share Program, other than losses, claims, damages or liabilities (or expenses relating thereto) that are finally judicially determined to have resulted directly from the bad faith or gross negligence of Lehmxx Xxxthers Inc.directly

Directed Share Program. It is understood that approximately [_________] shares of the Firm Stock ("Directed Shares") will initially be reserved by the Underwriters for offer and sale to officers, directors, employees and consultants of the Company and their family members and to other persons having business relationships with the Company and its subsidiaries ("Directed Share Participants") upon the terms and conditions set forth in the Prospectus and in accordance with the rules and regulations of the National Association of Securities Dealers, Inc. Under no circumstances will Lehmxx Xxxthers Inc. or any Underwriter be liable to the Company or to any Directed Share Participant for any action taken or omitted to be taken in good faith in connection with such Directed Share Program. To the extent that any Directed Shares are not affirmatively confirmed for purchase by any Directed Share Participant on or immediately after the date of this Agreement, such Directed Shares may be offered to the public upon the terms and conditions set forth in the Prospectus. The Company agrees to pay all fees and disbursements incurred by the Underwriters in connection with the Directed Share Program, including counsel fees and any stamp duties or other taxes incurred by the Underwriters in connection with the Directed Share Program. In connection with the offer and sale of the Directed Shares, the Company agrees, promptly upon a request in writing, to shall indemnify and hold harmless Lehmxx Xxxthers Inc. Bear Xxxxxxx, its affiliates, directors and officers and each person, if any, who controls Bear Xxxxxxx within the other Underwriters meaning of Section 15 of the Securities Act ("Bear Xxxxxxx Entities"), from and against any loss, claim, damage or liability or any action in respect thereof to which any of the Bear Xxxxxxx Entities may become subject, under the Securities Act or otherwise, insofar as such loss, claim, damage, expense, liability or action which (i) arises out of, or is based upon, any untrue statement or alleged untrue statement of a material fact contained in any material prepared by or with the approval of the Company for distribution to participants in the Directed Share Participants Program ("Directed Share Participants") in connection with the Directed Share Program or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleadingmisleading (subject to the provisions of Section 7(a) of this Agreement in respect of any such statements in, or omissions from, the Registration Statement, the Prospectus or any Preliminary Prospectus), (ii) arises out of of, or is based upon, the failure of any the Directed Share Program participant Participant to pay for and accept delivery of Directed Shares that the Directed Share Participant agreed to purchase or (iii) is otherwise related to the Directed Share Program; provided that, other than lossesthe Company shall not be liable under this clause (iii) for any loss, claimsclaim, damages damage, liability or liabilities (or expenses relating thereto) action that are finally judicially is determined in a final judgment by a court of competent jurisdiction to have resulted directly from the bad faith or gross negligence or willful misconduct of Lehmxx Xxxthers Inc.the Bear Xxxxxxx Entities. The Company shall reimburse the Bear Xxxxxxx Entities promptly upon demand for any legal or other expenses reasonably incurred by them in connection with investigating or defending or preparing to defend against any such loss, claim, damage, liability or action as such expenses are incurred.

Directed Share Program. It is understood that approximately [_________] shares of the Firm Stock 180,000 Shares ----------------------- ("Directed Shares") will initially be reserved by the Underwriters for offer and sale to officers, directors, employees and consultants of the Company and their family members and to other persons having business relationships with the Company and its subsidiaries ("Directed Share Participants") upon the terms and conditions set forth in the Prospectus and in accordance with the rules and regulations of the National Association NASD (the "Directed Share Program") to directors, officers, employees, business associates and related persons of Securities Dealersthe Company ("Participants") who have heretofore delivered to you offers to purchase Shares in form reasonably satisfactory to you, Inc. Under and that any allocation of such Shares among such persons will be made in accordance with timely directions received by you from the Company. Except as set forth below, under no circumstances will Lehmxx Xxxthers Inc. or any Underwriter be liable to the Company or to any Directed Share Participant for any action taken or omitted to be taken in good faith in connection with such Directed Share Program. To It is further understood that to the extent that any Directed Shares are not affirmatively confirmed reconfirmed for purchase by any Directed Share Participant on or immediately after the date of this Agreement, such Directed Shares may be offered to the public upon as part of the terms and conditions set forth in the Prospectuspublic offering contemplated hereby. The Company agrees to pay all documented costs and expenses of the Underwriters reasonably incurred (including the fees and disbursements incurred by of counsel to the Underwriters in connection with Underwriters) solely to the Directed Share Program, including counsel fees extent such costs and any stamp duties or other taxes incurred by the Underwriters in connection with the Directed Share Program. In connection with expenses are incident to the offer and sale of shares of the Stock by the Underwriters pursuant to the Directed Shares, the Share Program. (a) The Company agrees, promptly upon a request in writing, agrees to indemnify and hold harmless Lehmxx Xxxthers Inc. the Underwriters and each person, if any, who controls each Underwriter within the other Underwriters meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act (herein called the "Underwriting Entities"), from and against any lossand all losses, claimclaims, damage, expense, liability damages or action which liabilities (i) arises out of, or is based upon, caused by any untrue statement or alleged untrue statement of a material fact contained in any material prepared by or with the approval consent of the Company for distribution to Directed Share Participants in connection with the Directed Share Program Program, or caused by any omission or alleged omission to state therein 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, ; (ii) arises out of caused by the failure of any Directed Share Program participant Participant to pay for and accept delivery of Directed Shares that the Participant has agreed to purchase and (A) which immediately following the effectiveness of the Registration Statement, were subject to a properly confirmed agreement to purchase from UBS Warburg LLC and (B) UBS Warburg LLC in good faith offered and was unable to sell such Directed Shares to the public in the offering of Firm Stock after reasonable efforts to sell such Shares; or (iii) is otherwise ), except as specifically provided in the immediately preceding clause (ii), related to to, arising out of, or in connection with the Directed Share Program, including those arising out of any violation or alleged violation of the Act or out of any rescission right of any person in respect thereof, other than losses, claims, damages or liabilities (or expenses relating thereto) that are finally judicially determined to have resulted directly from the bad faith or gross negligence of Lehmxx Xxxthers Inc.the Underwriting Entities. (b) Upon the service of a summons or other initial legal process upon any Underwriting Entity in any action or suit instituted against it or upon its receipt of written notification of the commencement of any investigation or inquiry of, or proceeding against, it in respect of which indemnity may be sought pursuant to Section 12(a), the Underwriting Entity seeking indemnity will promptly give Notice of such service or notification to the Company. No indemnification provided for in Section 12(a) shall be available to any Underwriting Entity who shall fail promptly so to give the Notice to the Company to the extent the Company was unaware of the action, suit, investigation, inquiry or proceeding to which the Notice would have related and was prejudiced by the failure to give the Notice, but the omission so to notify the Company of any such service or notification shall not relieve the Company from any liability which it may have to any such Underwriting Entity for contribution or otherwise than on account of such indemnity agreement in Section 12(a) (except as specifically provided in paragraph (c) of this Section 12). Any Underwriting Entity shall be entitled at its own expense to participate in the defense of any action, suit or proceeding against, or investigation or inquiry of, such Underwriting Entity. The Company shall be entitled, if it so elects within a reasonable time after receipt of the Notice by giving a Notice of Defense to any such Underwriting Entity, to assume the entire defense of such action, suit, investigation, inquiry or proceeding, in which event such defense shall be conducted, at the expense of the Company, by counsel chosen by the Company and reasonably satisfactory to such Underwriting Entity; provided, however, that (i) if any such Underwriting Entity reasonably determines that there may be a conflict between the positions of the Company and of any such Underwriting Entity in conducting the defense of such action, suit, investigation, inquiry or proceeding or that there may be legal defenses available to such Underwriting Entity different from or in addition to those available to the Company, then counsel for such Underwriting Entity shall be entitled to conduct the defense to the extent reasonably determined by such counsel to be necessary to protect the interests of such Underwriting Entity and (ii) in any event, the Underwriting Entity shall be entitled to have counsel chosen by such Underwriting Entity to participate in, but not conduct, the defense. It is understood that the Company shall not, in respect of the legal expense of any such Underwriting Entity in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the fees and expenses of more than one separate firm (in addition to any local counsel) for all such Underwriting Entities and that all such fees and expenses shall be reimbursed as they are incurred. Such firm shall be designated in writing by UBS Warburg LLC. If, within a reasonable time after receipt of the Notice, the Company gives a Notice of Defense in connection with this Section 12 and the counsel chosen by the Company is reasonably satisfactory to the Underwriting Entity, the Company will not be liable under this Section 12 for any legal or other expenses subsequently incurred by any such Underwriting Entity in connection with the defense of the action, suit, investigation, inquiry or proceeding, except that (A) the Company shall bear the legal and other expenses incurred in connection with the conduct of the defense as referred to in clause (i) of the proviso to the preceding sentence and (B) the Company shall bear such other expenses as it or they have authorized to be incurred by any such

Directed Share Program. It is understood and agreed that approximately [_________] shares of the Firm Stock ("Directed Shares") will initially be reserved by the Underwriters for offer and sale to officers, directors, employees and consultants directors of the Company Company, certain holders of Common Stock and their family members preferred stock convertible into Common Stock and to other persons having business relationships associated with the Company and its subsidiaries ("Directed Share Participants") upon the terms and conditions set forth in the Prospectus and in accordance with the rules and regulations of the National Association of Securities Dealers, Inc. (the "Directed Share Program"). Under no circumstances will Lehmxx Xxxthers Inc. or any Underwriter be liable to the Company or to any Directed Share Participant for any action taken or omitted to be taken in good faith in connection with such Directed Share Program. To the extent that any Directed Shares are not affirmatively confirmed reconfirmed for purchase by any Directed Share Participant on or immediately after the date of this Agreement, such Directed Shares may be offered to the public upon as part of the terms and conditions set forth in the Prospectuspublic offering contemplated hereby. The Company agrees to pay all fees and disbursements incurred by the Underwriters in connection with the Directed Share Program, including counsel fees and any stamp duties or other taxes incurred by the Underwriters in connection with the Directed Share Program. In connection with the offer and sale of the Directed Shares, the Company agrees, promptly upon a request in writing, to indemnify and hold harmless Lehmxx Xxxthers Inc. and the other Underwriters from and against any loss, claim, damage, expense, liability or action which (i) arises out of, or is based upon, any untrue statement or alleged untrue statement of a material fact contained in any material prepared by or with the approval of the Company for distribution to Directed Share Participants in connection with the Directed Share Program or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) arises out of the failure of any Directed Share Program participant to pay for and accept delivery of Directed Shares that the Directed Share Participant agreed to purchase or (iii) is otherwise related to the Directed Share Program, other than losses, claims, damages or liabilities (or expenses relating thereto) that are finally judicially determined to have resulted directly from the bad faith or gross negligence of Lehmxx Xxxthers Inc.such Underwriters.

Directed Share Program. It is understood that approximately [_________] _ shares of the Firm Underwritten Stock ("Directed Shares") will initially be reserved by the Underwriters for offer and sale to officers, directors, employees and consultants of the Company and their family members and to other persons having business relationships with the Company and its subsidiaries ("Directed Share Participants") upon the terms and conditions set forth in the Prospectus and in accordance with the rules and regulations of the National Association NASD (the "Directed Share Program") to employees, directors and persons related to them, service providers and other third parties having business relationships with the Company ("Directed Share Participants") who have heretofore delivered to you offers to purchase shares of Securities DealersUnderwritten Stock in form satisfactory to you, Inc. and that any allocation of such Underwritten Stock among such persons will be made in accordance with timely directions received by you from the Company. Under no circumstances will Lehmxx Xxxthers Inc. or any Underwriter be liable to the Company or to any Directed Share Participant for any action taken or omitted to be taken in good faith in connection with such Directed Share Program. To It is further understood that to the extent that any Directed Shares are not affirmatively confirmed reconfirmed for purchase by any Directed Share Participant on or immediately after the date of this Agreement, such Directed Shares may be offered to the public upon as part of the terms and conditions set forth in the Prospectuspublic offering contemplated hereby. The Company agrees to pay all fees and disbursements incurred by the Underwriters in connection with the Directed Share Program, including reasonable counsel fees and any stamp duties or other taxes incurred by the Underwriters in connection with the Directed Share Program. In connection with the offer and sale of the Directed Shares, the Company agrees, promptly upon a request in writing, to indemnify and hold harmless Lehmxx Xxxthers Inc. and the other Underwriters from and against any loss, claim, damage, expense, liability or action which (i) arises out of, or is based upon, any untrue statement or alleged untrue statement of a material fact contained in any material prepared by or with the approval of the Company for distribution to Directed Share Participants in connection with the Directed Share Program or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) arises out of the failure of any Directed Share Program participant to pay for and accept delivery of Directed Shares that the Directed Share Participant agreed to purchase or purchase, (iii) arises out of the failure of any Directed Share Participant that is also an employee of the Company to pay for and accept delivery by the end of the first day after the date of this Agreement any Directed Shares that were allocated to such employee Directed Share Participant or (iv) is otherwise directly related to the Directed Share Program, other than losses, claims, damages or liabilities (or expenses relating thereto) that are finally judicially determined to have resulted directly from the bad faith or gross negligence of Lehmxx Xxxthers Inc.such Underwriter.

Directed Share Program. It is understood that approximately [_________] _ shares of the Firm Stock Initial Shares ("Directed Shares") will initially be reserved by the Underwriters under a directed share program ("Directed Share Program") for offer and sale to officers, directors, employees and consultants of the Company and their family members and to other persons having business relationships with the Company and its subsidiaries ("Directed Share Participants") upon the terms and conditions set forth in the Prospectus and in accordance with the rules and regulations of the National Association of Securities Dealers, Inc. Under no circumstances will Lehmxx Xxxthers Inc. the Representatives or any Underwriter be liable to the Company or to any Directed Share Participant for any action taken or omitted to be taken in good faith in connection with such Directed Share Program. To the extent that any Directed Shares are not affirmatively confirmed reconfirmed for purchase by any Directed Share Participant Participants on or immediately after the date of this Agreement, such Directed Shares may be offered to the public upon as part of the terms and conditions set forth in the Prospectuspublic offering contemplated hereby. The Company agrees to pay all reasonable fees and disbursements incurred by the Underwriters in connection with the Directed Share Program, including counsel fees and any stamp duties or other taxes incurred by the Underwriters in connection with the Directed Share Program. In connection with the offer and sale of the Directed Shares, the Company agrees, promptly upon a request in writing, to indemnify and hold harmless Lehmxx Xxxthers Inc. the Representatives and the other Underwriters from and against any loss, claim, damage, expense, liability or action which (i) arises out of, or is based upon, any untrue statement or alleged untrue statement of a material fact contained in any material prepared by or with the approval of the Company for distribution to Directed Share Participants in connection with the Directed Share Program or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) arises out of the failure of any Directed Share Program participant Participant to pay for and accept delivery of Directed Shares that the Participant agreed to purchase or (iii) is otherwise related to the Directed Share Program, other than losses, claims, damages or liabilities (or expenses relating thereto) that are finally judicially determined to have resulted directly from the bad faith or gross negligence of Lehmxx Xxxthers Inc.the Representatives.

Directed Share Program. It is understood that approximately [_________] shares of The Company will cause the Firm Stock ("Directed Shares") will initially Shares to be reserved restricted from sale, transfer, assignment, pledge or hypothecation to such extent as may be required by the Underwriters for offer FINRA and sale to officersits rules, directors, employees and consultants of the Company and their family members and to other persons having business relationships with direct the Company and its subsidiaries ("Directed Share Participants") transfer agent to place stop transfer restrictions upon the terms and conditions set forth in the Prospectus and in accordance with the rules and regulations of the National Association of Securities Dealers, Inc. Under no circumstances will Lehmxx Xxxthers Inc. or any Underwriter be liable to the Company or to any Directed Share Participant for any action taken or omitted to be taken in good faith in connection with such Directed Share Program. To Shares for the extent that any Directed Shares are not affirmatively confirmed for purchase by any Directed Share Participant on or immediately period of 30 days after the date of this AgreementAgreement or any such longer period of time as may be required by the FINRA and its rules; and to comply with all applicable securities and other laws, such rules and regulations in each jurisdiction in which the Directed Shares may be are offered to the public upon the terms and conditions set forth in the Prospectus. The Company agrees to pay all fees and disbursements incurred by the Underwriters in connection with the Directed Share Program. (b) Each of the Selling Shareholders agrees with the several Underwriters that: (i) Such Selling Shareholder, severally and not jointly, will pay all expenses incident to the performance of their respective obligations under, and the consummation of the transactions contemplated by this Agreement, including counsel (A) any stamp duties, capital duties and stock transfer taxes, if any, payable upon the sale of the Offered Securities by such Selling Shareholder to the Underwriters, (B) the fees and any stamp duties or other taxes disbursements of their respective local counsel and accountants, except for the fees and expenses, if any, incurred by the Company’s counsel on behalf of the Selling Shareholders which will be borne by the Company and (C) to the extent applicable, any fees and expenses of the authorized agent for service of process in the State of New York, County of New York in any action arising out of or relating to this Agreement. (ii) Such Selling Shareholder, severally and not jointly, will indemnify and hold harmless the Underwriters in connection with against any documentary, stamp or similar issue tax, including any interest and penalties, on the Directed Share Program. In connection with the offer creation, issue and sale of the Directed Offered Securities by such Selling Shareholder and on the execution and delivery of this Agreement. All payments to be made by each Selling Shareholder hereunder shall be made without withholding or deduction for or on account of any present or future taxes, duties or governmental charges whatsoever unless such Selling Shareholder or the Company is compelled by law to deduct or withhold such taxes, duties or charges. In that event, a Selling Shareholder shall pay such additional amounts as may be necessary in order that the net amounts received after such withholding or deduction shall equal the amounts that would have been received if no withholding or deduction had been made. (iii) Such Selling Shareholder agrees during the relevant Lock-Up Period not to (A) offer, pledge, 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 transfer or dispose of (collectively, “Transfer”), directly or indirectly, any Common Shares or ADSs or any securities convertible into or exercisable or exchangeable for Common Shares or ADSs or enter into a transaction which would have the same effect, (B) enter into any swap, hedge, or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Shares or ADSs, whether any such aforementioned transaction is to be settled by delivery of Common Shares, ADSs or such other securities, in cash or otherwise, (C) demand the Company agreesfiling of a registration statement pursuant to a shareholder’s agreement or otherwise, promptly upon a request in writingor (D) publicly disclose the intention to make any such offer, to indemnify and hold harmless Lehmxx Xxxthers Inc. and sale, pledge, or disposition, or enter into any such transaction, swap, hedge, or other arrangement, without the other Underwriters from and against any lossprior written consent of the Representatives. Notwithstanding the generality of this subsection (iii), claim, damage, expense, liability or action which none of (i) arises out of, or is based upon, any untrue statement or alleged untrue statement the sale of a material fact contained Common Shares in any material prepared the form of ADSs by or with the approval of the Company for distribution to Directed Share Participants in connection with the Directed Share Program or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleadingSelling Shareholders hereunder, (ii) arises out the automatic conversion of the failure Preferred Shares upon the consummation of any Directed Share Program participant to pay for and accept delivery of Directed Shares that the Participant agreed to purchase or Offering, (iii) is otherwise related to the Directed Share Program, other than losses, claims, damages sale of the Company’s ADSs acquired by the undersigned in open markets after the completion of the Offering or liabilities (or expenses relating theretoiv) that are finally judicially determined to have resulted the sale of the ADSs purchased directly from the bad faith Underwriters in the Offering shall be deemed a Transfer for purposes of this Lock-up Agreement. Notwithstanding the generality of this subsection (iii), and subject to the conditions below, the undersigned may transfer the Lock-up Securities, as set forth in (i) through (iii) below, without the prior consent of the Representatives, provided that (1) the Representatives receive a signed lock-up agreement for the balance of the Lock-up Period from each donee, trustee, or gross negligence transferee, as the case may be, (2) any such transfers are not required to be reported during the Lock-up Period in any public report or filing with the Commission and (3) the undersigned does not otherwise voluntarily effect any public filing or report regarding such transfers during the Lock-up Period: (i) a bona fide gift or gifts; or (ii) to any trust for the direct or indirect benefit of Lehmxx Xxxthers Inc.the undersigned or the immediate family members of the undersigned; or (iii) to the immediate family members or the affiliates of the undersigned (as the case may be). The initial Lock-Up Period for each Selling Shareholder will commence on the date hereof and will continue and include the date 180 days after the date hereof or such earlier date that the Representatives consent to in writing; provided, however, that if (1) during the last 17 days of the initial Lock-Up Period, the Company releases earnings results or material news or a material event relating to the Company occurs or (2) prior to the expiration of the initial Lock-up Period, the Company announces that it will make an earnings release or it becomes aware that material news about the Company will be released or a material event will occur during the 16-day period beginning on the last day of the initial Lock-Up Period, then in each case the Lock-Up Period will be extended until the expiration of the 18 day period beginning on the date of release of the earnings results or the material news or the occurrence of the material event, as applicable, unless the Representatives waive, in writing, such extension.

Directed Share Program. (a) It is understood that approximately [_________] _ shares of the Firm Stock ("Directed Shares") will initially be reserved by the Underwriters for offer and sale to officers, directors, employees and consultants of the Company and their family members and to other persons having business relationships with the Company and its subsidiaries ("Directed Share Participants") upon the terms and conditions set forth in the Prospectus and in accordance with the rules and regulations of the National Association of Securities Dealers, Inc. (the "Directed Share Program"). Under no circumstances will Lehmxx Xxxthers Xxxxxx Brothers Inc. or any Underwriter be liable to the Company or to any Directed Share Participant for any action taken or omitted to be taken in good faith in connection with such Directed Share Program. To the extent that any Directed Shares are not affirmatively confirmed reconfirmed for purchase by any Directed Share Participant on or immediately after the date of this Agreement, such Directed Shares may be offered to the public upon as part of the terms and conditions set forth in the Prospectus. public offering contemplated hereby. (b) The Company agrees to pay all fees and disbursements incurred by the Underwriters in connection with the Directed Share Program, including counsel fees and any stamp duties or other taxes incurred by the Underwriters in connection with the Directed Share Program. . (c) In connection with the offer and sale of the Directed Shares, the Company agrees, promptly upon a request in writing, to indemnify and hold harmless Lehmxx Xxxthers Xxxxxx Brothers Inc. and the other Underwriters from and against any loss, claim, damage, expense, liability or action which (i) arises out of, or is based upon, any untrue statement or alleged untrue statement of a material fact regarding the Company contained in any material prepared by or with the prior written approval of the Company for distribution to Directed Share Participants in connection with the Directed Share Program or any omission or alleged omission to state therein a material fact regarding the Company required to be stated therein or necessary to make the statements therein not misleading, (ii) arises out of the failure of any Directed Share Program participant Participant to pay for and accept delivery of Directed Shares that the Directed Share Participant agreed to purchase purchase, (iii) arises out of the failure of any Directed Share Participant that is also an employee of the Company to pay for and accept delivery by the end of the first day after the date of this Agreement any Directed Shares that were allocated to such employee Directed Share Participant, (iv) arises out of, or is based upon, the violation of any applicable laws or regulations of foreign jurisdictions where Directed Shares have been offered, or (iiiv) is otherwise related to the Directed Share Program, other than losses, claims, damages or liabilities (or expenses relating thereto) that are finally judicially determined to have resulted directly from the bad faith or gross negligence of Lehmxx Xxxthers Inc.Xxxxxx Brothers Inc. or such Underwriter.

Directed Share Program. It is understood that approximately [_________] 831,600 shares of the Firm Stock ("Directed Shares") will initially be reserved by the Underwriters for offer and sale to officers, directors, employees and consultants of the Company and their family members and to other persons having business relationships with the Company and its subsidiaries ("Directed Share Participants") upon the terms and conditions set forth in the Prospectus and in accordance with the rules and regulations of the National Association of Securities Dealers, Inc. Under no circumstances will Lehmxx Xxxthers Xxxxxx Brothers Inc. or any Underwriter be liable to the Company or to any Directed Share Participant for any action taken or omitted to be taken in good faith in connection with such Directed Share Program. To the extent that any Directed Shares are not affirmatively confirmed reconfirmed for purchase by any Directed Share Participant on or immediately after the date of this Agreement, such Directed Shares may be offered to the public upon as part of the terms and conditions set forth in the Prospectuspublic offering contemplated hereby. The Company agrees to pay all fees and disbursements incurred by the Underwriters in connection with the Directed Share Program, including counsel fees and any stamp duties or other taxes incurred by the Underwriters in connection with the Directed Share Program. In connection with the offer and sale of the Directed Shares, the Company agrees, promptly upon a request in writing, to indemnify and hold harmless Lehmxx Xxxthers Xxxxxx Brothers Inc. and the other Underwriters from and against any loss, claim, damage, expense, liability or action which (i) arises out of, or is based upon, any untrue statement or alleged untrue statement of a material fact contained in any material prepared by or with the approval of the Company for distribution to Directed Share Participants in connection with the Directed Share Program or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) arises out of the failure of any Directed Share Program participant to pay for and accept delivery of Directed Shares that the Participant agreed to purchase or (iii) is otherwise related to the Directed Share Program, other than losses, claims, damages or liabilities (or expenses relating thereto) that are finally judicially determined to have resulted directly from the bad faith or gross negligence of Lehmxx Xxxthers Inc.Xxxxxx Brothers Inc. and the other Underwriters.

Directed Share Program. It is understood that approximately [_________] 300,000 shares of the Firm Stock Shares ("Directed Shares") will initially be reserved by the Underwriters for offer and sale to officers, directors, employees and consultants of the Company and their family members and to other persons having business relationships with the Company and its subsidiaries ("Directed Share Participants") upon the terms and conditions set forth in the Prospectus and in accordance with the rules and regulations of the National Association of Securities Dealers, Inc. Under no circumstances will Lehmxx Xxxthers Inc. or any Underwriter be liable to the Company or to any Directed Share Participant for any action taken or omitted to be taken in good faith in connection with such Directed Share Program. To the extent that any Directed Shares are not affirmatively confirmed for purchase by any Directed Share Participant on or immediately after the date of this Agreement, such Directed Shares may be offered to the public upon the terms and conditions set forth in the Prospectus. The Company agrees to pay all fees and disbursements incurred by the Underwriters in connection with the Directed Share Program, including counsel fees and any stamp duties or other taxes incurred by the Underwriters in connection with the Directed Share Program. In connection with the offer and sale of the Directed Shares, the Company agrees, promptly upon a request in writing, to indemnify and hold harmless Lehmxx Xxxthers Inc. and the other Underwriters from and against any loss, claim, damage, expense, liability or action which (i) arises out of, or is based upon, any untrue statement or alleged untrue statement of a material fact contained in any material prepared by or with the approval of the Company for distribution to Directed Share Participants in connection with the Directed Share Program or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) arises out of the failure of any Directed Share Program participant to pay for and accept delivery of Directed Shares that the Participant agreed to purchase or (iii) is otherwise related to the Directed Share Program, other than losses, claims, damages or liabilities (or expenses relating thereto) that are finally judicially determined to have resulted directly from the bad faith or gross negligence of Lehmxx Xxxthers Inc.

Directed Share Program. It is understood that approximately [_________---------------------- [ ] shares of the Firm Stock ("Directed Shares") will initially be ------- reserved by the Underwriters for offer and sale to officers, directors, employees and consultants of the Company and their family members and to other persons having business relationships with the Company and its subsidiaries ("Directed Share Participants") upon the terms and conditions set forth in the Prospectus and in accordance with the rules and regulations of the National Association of Securities Dealers, Inc. Under no circumstances will Lehmxx Xxxthers Inc. the Representatives or any Underwriter be liable to the Company or to any Directed Share Participant for any action taken or omitted to be taken in good faith in connection with such Directed Share Program. To the extent that any Directed Shares are not affirmatively confirmed reconfirmed for purchase by any Directed Share Participant on or immediately after the date of this Agreement, such Directed Shares may be offered to the public upon as part of the terms and conditions set forth in the Prospectuspublic offering contemplated hereby. The Company agrees to pay all fees and disbursements incurred by the Underwriters in connection with the Directed Share Program, including counsel fees and any stamp duties or other taxes incurred by the Underwriters in connection with the Directed Share Program. In connection with the offer and sale of the Directed Shares, the Company agrees, promptly upon a request in writing, to indemnify and hold harmless Lehmxx Xxxthers Inc. the Representatives and the other Underwriters from and against any loss, claim, damage, expense, liability or action which (i) arises out of, or is based upon, any untrue statement or alleged untrue statement of a material fact contained in any material prepared by or with the approval of the Company for distribution to Directed Share Participants in connection with the Directed Share Program or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) arises out of the failure of any Directed Share Program participant to pay for and accept delivery of Directed Shares that the Participant agreed to purchase or (iii) is otherwise related to the Directed Share Program, other than losses, claims, damages or liabilities (or expenses relating thereto) that are finally judicially determined to have resulted directly from the bad faith or gross negligence of Lehmxx Xxxthers Inc.the Representatives.

Directed Share Program. It is understood that approximately [_________] 300,000 shares of the Firm Stock ("Directed Shares") will initially be reserved by the Underwriters for offer and sale to officers, directors, employees certain directors and consultants officers of the Company and their family members and to other persons having business relationships with whom the Company and its subsidiaries has an established business relationship ("Directed Share Participants") upon the terms and conditions set forth in the Prospectus and in accordance with the rules and regulations of the National Association of Securities Dealers, Inc. (the "Directed Share Program"). Under no circumstances will Lehmxx Xxxthers Inc. or any Underwriter be liable to the Company or to any Directed Share Participant for any action taken or omitted to be taken in good faith in connection with such Directed Share Program. To the extent that any Directed Shares are not affirmatively confirmed reconfirmed for purchase by any Directed Share Participant on or immediately after the date of this Agreement, such Directed Shares may be offered to the public upon as part of the terms and conditions set forth in the Prospectuspublic offering contemplated hereby. The Company agrees and Deluxe agree to pay all fees and disbursements incurred by the Underwriters in connection with the Directed Share Program, including counsel fees and any stamp duties or other taxes incurred by the Underwriters in connection with the Directed Share Program. In connection with the offer and sale of the Directed Shares, the Company agreesand Deluxe agree, promptly upon a request in writing, to indemnify and hold harmless Lehmxx Xxxthers Inc. and the other Underwriters from and against any loss, claim, damage, expense, liability or action which (i) arises out of, or is based upon, any untrue statement or alleged untrue statement of a material fact contained in any material prepared by or with the approval of the Company or Deluxe for distribution to Directed Share Participants in connection with the Directed Share Program or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) arises out of the failure of any Directed Share Program participant particpant to pay for and accept delivery (iii) of Directed Shares that the Directed Share Participant agreed to purchase or (iii) is otherwise related to the Directed Share Program, other than losses, claims, damages or liabilities (or expenses relating thereto) that are finally judicially determined to have resulted directly from the bad faith or gross negligence of Lehmxx Xxxthers Inc.such Underwriter.

Directed Share Program. It is understood that approximately [_________] 270,000 shares of the Firm Underwritten Stock ("Directed Shares") will initially be reserved by the Underwriters for offer and sale to officers, directors, employees and consultants of the Company and their family members and to other persons having business relationships with the Company and its subsidiaries ("Directed Share Participants") upon the terms and conditions set forth in the Prospectus and in accordance with the rules and regulations of the National Association NASD (the "Directed Share Program") to directors, officers, employees, business associates and related persons of Securities Dealersthe Company ("Directed Share Participants") who have heretofore delivered to you offers to purchase shares of Underwritten Stock in form satisfactory to you, Inc. and that any allocation of such Underwritten Stock among such persons will be made in accordance with timely directions received by you from the Company. Under no circumstances will Lehmxx Xxxthers Inc. or any Underwriter be liable to the Company or to any Directed Share Participant for any action taken or omitted to be taken in good faith in connection with such Directed Share Program. To It is further understood that to the extent that any Directed Shares are not affirmatively confirmed reconfirmed for purchase by any Directed Share Participant on or immediately after the date of this Agreement, such Directed Shares may be offered to the public upon as part of the terms and conditions set forth in the Prospectuspublic offering contemplated hereby. The Company agrees to pay all fees and disbursements incurred by the Underwriters in connection with the Directed Share Program, including counsel fees and any stamp duties or other taxes incurred by the Underwriters in connection with the Directed Share Program. In connection with the offer and sale of the Directed Shares, the Company agrees, promptly upon a request in writing, to indemnify and hold harmless Lehmxx Xxxthers Inc. and the other Underwriters from and against any loss, claim, damage, expense, liability or action which (i) arises out of, or is based upon, any untrue statement or alleged untrue statement of a material fact contained in any material prepared by or with the approval of the Company for distribution to Directed Share Participants in connection with the Directed Share Program or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) arises out of the failure of any Directed Share Program participant to pay for and accept delivery of Directed Shares that the Directed Share Participant agreed to purchase purchase, (iii) arises out of the failure of any Directed Share Participant that is also an employee of the Company to pay for and accept delivery by the end of the first day after the date of this Agreement any Directed Shares that were allocated to such employee Directed Share Participant or (iiiiv) is otherwise related to the Directed Share Program, other than losses, claims, damages or liabilities (or expenses relating thereto) that are finally judicially determined to have resulted directly from the bad faith or gross negligence of Lehmxx Xxxthers Inc.such Underwriter.