Common use of FURTHER AGREEMENTS OF THE COMPANY AND THE SELLING SHAREHOLDERS Clause in Contracts

FURTHER AGREEMENTS OF THE COMPANY AND THE SELLING SHAREHOLDERS. (a) The Company and the Selling Shareholders covenant and agree as follows: (i) The Company will (a) prepare and timely file with the Commission under Rule 424(b) a Prospectus containing information previously omitted at the time of effectiveness of the Registration Statement in reliance on Rule 430A and (b) not file any amendment to the Registration Statement or supplement to the Prospectus of which you shall not previously have been advised and furnished with a copy or to which you shall have reasonably objected in writing or which is not in compliance with the Securities Act or the rules and regulations of the Commission. (ii) The Company will promptly notify each Underwriter in the event of (a) the request by the Commission for amendment of the Registration Statement or for supplement to the Prospectus or for any additional information, (b) the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement, (c) the institution or notice of intended institution of any action or proceeding for that purpose, (d) the receipt by the Company of any notification with respect to the suspension of the qualification of the Shares for sale in any jurisdiction, or (e) the receipt by it of notice of the initiation or threatening of any proceeding for such purpose. The Company will make every reasonable effort to prevent the issuance of such a stop order and, if such an order shall at any time be issued, to obtain the withdrawal thereof at the earliest possible moment. (iii) The Company will (a) on or before the Closing Date, deliver to you a signed copy of the Registration Statement as originally filed and of each amendment thereto filed prior to the time the Registration Statement becomes effective and, promptly upon the filing thereof, a signed copy of each post-effective amendment, if any, to the Registration Statement (together with, in each case, all exhibits thereto unless previously furnished to you) and will also deliver to you, for distribution to the Underwriters, a sufficient number of additional conformed copies of each of the foregoing (but without exhibits) so that one copy of each may be distributed to each Underwriter, (b) as promptly as possible deliver to you and send to the several Underwriters, at such office or offices as you may designate, as many copies of the Prospectus as you may reasonably request, and (c) thereafter from time to time during the period in which a prospectus is required by law to be delivered by an Underwriter or dealer, likewise send to the Underwriters as many additional copies of the Prospectus and as many copies of any supplement to the Prospectus and of any amended prospectus, filed by the Company with the Commission, as you may reasonably request for the purposes contemplated by the Securities Act. (iv) If at any time during the period in which a prospectus is required by law to be delivered by an Underwriter or dealer any event relating to or affecting the Company, or of which the Company shall be advised in writing by you, shall occur as a result of which it is necessary, in the opinion of counsel for the Company or of counsel for the Underwriters, to supplement or amend the Prospectus in order to make the Prospectus not misleading in the light of the circumstances existing at the time it is delivered to a purchaser of the Shares, the Company will forthwith prepare and file with the Commission a supplement to the Prospectus or an amended prospectus so that the Prospectus as so supplemented or amended will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances existing at the time such Prospectus is delivered to such purchaser, not misleading. If, after the initial public offering of the Shares by the Underwriters and during such period, the Underwriters shall propose to vary the terms of offering thereof by reason of changes in general market conditions or otherwise, you will advise the Company in writing of the proposed variation, and, if in the opinion either of counsel for the Company or of counsel for the Underwriters such proposed variation requires that the Prospectus be supplemented or amended, the Company will forthwith prepare and file with the Commission a supplement to the Prospectus or an amended prospectus setting forth such variation. The Company authorizes the Underwriters and all dealers to whom any of the Shares may be sold by the several Underwriters to use the Prospectus, as from time to time amended or supplemented, in connection with the sale of the Shares in accordance with the applicable provisions of the Securities Act and the applicable rules and regulations thereunder for such period. (v) Prior to the filing thereof with the Commission, the Company will submit to you, for your information, a copy of any post-effective amendment to the Registration Statement and any supplement to the Prospectus or any amended prospectus proposed to be filed. (vi) The Company will cooperate, when and as requested by you, in the qualification of the Shares for offer and sale under the securities or blue sky laws of such jurisdictions as you may designate and, during the period in which a prospectus is required by law to be delivered by an Underwriter or dealer, in keeping such qualifications in good standing under said securities or blue sky laws; PROVIDED, HOWEVER, that the Company shall not be obligated to file any general consent to service of process or to qualify as a foreign corporation in any jurisdiction in which it is not so qualified. The Company will, from time to time, prepare and file such statements, reports, and other documents as are or may be required to continue such qualifications in effect for so long a period as you may reasonably request for distribution of the Shares. (vii) During a period of five years commencing with the date hereof, the Company will furnish to you, and to each Underwriter who may so request in writing, copies of all periodic and special reports furnished to shareholders of the Company and of all information, documents and reports filed with the Commission. (viii) Not later than the 45th day following the end of the fiscal quarter first occurring after the first anniversary of the Effective Date, the Company will make generally available to its security holders an earnings statement in accordance with Section 11(a) of the Securities Act and Rule 158 thereunder. (ix) The Company and the Selling Shareholders jointly and severally agree to pay all costs and expenses incident to the performance of their obligations under this Agreement, including all costs and expenses incident to (a) the preparation, printing and filing with the Commission and the National Association of Securities Dealers, Inc. (the "NASD") of the Registration Statement, any Preliminary Prospectus and the Prospectus (b) the furnishing to the Underwriters of copies of any Preliminary Prospectus and of the several documents required by paragraph (iii) of this Section 6 to be so furnished, (c) the printing of this Agreement and related documents delivered to the Underwriters, (d) the preparation, printing and filing of all supplements and amendments to the Prospectus referred to in paragraph (iv) of this Section 6, (e) the furnishing to you and the Underwriters of the reports and information referred to in paragraph vii of this Section 6 and (f) the printing and issuance of stock certificates including the transfer agents fees. The Selling Shareholders will pay any transfer taxes incident to the transfer to the Underwriters of the shares of Stock being sold by the Selling Shareholders. (x) The Company and the Selling Shareholders jointly and severally agree to reimburse you, for the account of the several Underwriters, for blue sky fees and related disbursements (including counsel fees and disbursements and cost of printing memoranda for the Underwriters) paid by or for the account of the Underwriters or their counsel in qualifying the Shares under state securities or blue sky laws and in the review of the offering by the NASD. (xi) The Company hereby agrees that, without the prior written consent of Xxxxxxxxx & Xxxxx LLC on behalf of the Underwriters, which consent shall be given or withheld in the reasonable judgement of Xxxxxxxxx & Xxxxx LLC, the Company will not, for a period of 180 days following the commencement of the public offering of the Shares by the Underwriters, (the "Lock-Up Period") directly or indirectly, (a) sell, offer, contract to sell, make any short sale, pledge, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any shares of Common Stock or any securities convertible into or exchangeable or exercisable for or any rights to purchase or acquire Common Stock or (b) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences or ownership of Common Stock, whether any such transaction described in clause (a) or (b) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Shares to be sold to the Underwriters pursuant to this Agreement (B) grants of options, warrants or other rights to purchase Common Stock, or the issuance of Common Stock pursuant to the exercise of such options, warrants or other rights, so long as such grants and issuances are pursuant to a stock bonus or other stock plan or arrangement described in the Prospectus, or (C) shares of Common Stock issued in connection with acquisitions by the Company; provided, however, that the holders of shares issued pursuant to the options, warrants or other rights described in (B) or the acquisitions described in (C) agree in writing to be bound by agreements substantially the same as the Lock-Up Agreements. (xii) If at any time during the 25-day period after the Registration Statement becomes effective any rumor, publication or event relating to or affecting the Company shall occur as a result of which in your opinion the market price for the Shares has been or is likely to be materially affected (regardless of whether such rumor, publication or event necessitates a supplement to or amendment of the Prospectus), the Company will, after written notice from you advising the Company to the effect set forth above, and to the extent counsel to you or to the Company shall reasonably believe necessary, forthwith prepare, consult with you concerning the substance of, and disseminate a press release or other public statement, reasonably satisfactory to you, responding to or commenting on such rumor, publication or event.

FURTHER AGREEMENTS OF THE COMPANY AND THE SELLING SHAREHOLDERS. (a) The Company covenants and the Selling Shareholders covenant and agree agrees as follows: (i) The Company will (ai) prepare and timely file with the Commission under Rule 424(b) a Prospectus containing information previously omitted at the time of effectiveness of the Registration Statement in reliance on Rule 430A and (bii) not file any amendment to the Registration Statement or supplement to the Prospectus of which you shall not previously have been advised and furnished with a copy or to which you shall have reasonably objected in writing or which is not in compliance with the Securities Act or the rules and regulations of the Commission.and (ii) The Company will promptly notify each Underwriter you in the event of (ai) the request by the Commission for amendment of the Registration Statement or for supplement to the Prospectus or for any additional information, (bii) the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement, (ciii) the institution or notice of intended institution of any action or proceeding for that purpose, (div) the receipt by the Company of any notification with respect to the suspension of the qualification of the Shares Stock for sale in any jurisdiction, or (ev) the receipt by it of notice of the initiation or threatening of any proceeding for such purpose. The Company will make every reasonable effort to prevent the issuance of such a stop order and, if such an order shall at any time be issued, to obtain the withdrawal thereof at the earliest possible moment. (iii) The Company will (ai) on or before the Closing Date, deliver to you a signed copy of the Registration Statement as originally filed and of each amendment thereto filed prior to the time the Registration Statement becomes effective and, promptly upon the filing thereof, a signed copy of each post-effective amendment, if any, to the Registration Statement (together with, in each case, all exhibits thereto unless previously furnished to you) and will also deliver to you, for distribution to the Underwriters, a sufficient number of additional conformed copies of each of the foregoing (but without exhibits) so that one copy of each may be distributed to each Underwriter, (bii) as promptly as possible deliver to you and send to the several Underwriters, at such office or offices as you may designate, as many copies of the Prospectus as you may reasonably request, and (ciii) thereafter from time to time during the period in which a prospectus is required by law to be delivered by an Underwriter or dealer, likewise send to the Underwriters as many additional copies of the Prospectus and as many copies of any supplement to the Prospectus and of any amended prospectus, filed by the Company with the Commission, as you may reasonably request for the purposes contemplated by the Securities Act. (iv) If at any time during the period in which a prospectus is required by law to be delivered by an Underwriter or dealer any event relating to or affecting the Company, or of which the Company company shall be advised in writing by you, shall occur as a result of which it is necessary, in the opinion of counsel for the Company or of counsel for the Underwriters, to supplement or amend the Prospectus in order to make the Prospectus not misleading in the light of the circumstances existing at the time it is delivered to a purchaser of the SharesStock, the Company will forthwith prepare and file with the Commission a supplement to the Prospectus or of an amended prospectus so that the Prospectus as so supplemented or amended will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances existing at the time such Prospectus is delivered to such purchaser, not misleading. If, after the initial public offering of the Shares Stock by the Underwriters and during such period, the Underwriters shall propose to vary the terms of offering thereof by reason of changes in general market conditions or otherwise, you will advise the Company in writing of the proposed variation, and, if in the opinion either of counsel for the Company or of counsel for the Underwriters such proposed variation requires that the Prospectus be supplemented or amended, the Company will forthwith prepare and file with the Commission a supplement to the Prospectus or an amended prospectus setting forth such variation. The Company authorizes the Underwriters and all dealers to whom any of the Shares Stock may be sold by the several Underwriters to use the Prospectus, as from time to time amended or supplemented, in connection with the sale of the Shares Stock in accordance with the applicable provisions of the Securities Act and the applicable rules and regulations thereunder for such period. (v) Prior to the filing thereof with the Commission, the Company will submit to you, for your information, a copy of any post-effective amendment to the Registration Statement and any supplement to the Prospectus or any amended prospectus proposed to be filed. (vi) The Company will cooperate, when and as requested by you, in the qualification of the Shares Stock for offer and sale under the securities or blue sky laws of such jurisdictions as you may designate and, during the period in which a prospectus is required by law to be delivered by an Underwriter or dealer, in keeping such qualifications in good standing under said securities or blue sky laws; PROVIDEDprovided, HOWEVERhowever, that the Company shall not be obligated to file any general consent to service of process or to qualify as a foreign corporation in any jurisdiction in which it is not so qualified. The Company will, from time to time, prepare and file such statements, reports, and other documents as are or may be required to continue such qualifications in effect for so long a period as you may reasonably request for distribution of the SharesStock. (vii) During a period of five years commencing with the date hereof, the Company will furnish to you, and to each Underwriter who may so request in writing, copies of all periodic and special reports furnished to shareholders of the Company and of all information, documents and reports filed with the Commission. (viii) Not later than the 45th day following the end of the fiscal quarter first occurring after the first anniversary of the Effective Date, the Company will make generally available to its security holders an earnings statement in accordance with Section 11(a) of the Securities Act and Rule 158 thereunder. (ix) The Company and the Selling Shareholders jointly and severally agree agrees to pay all costs and expenses incident to the performance of their the obligations of the Company and the Selling Shareholders under this Agreement, including all costs and expenses incident to (ai) the preparation, printing and filing with the Commission and the National Association of Securities Dealers, Inc. (the "NASD") NASD of the Registration Statement, any Preliminary Prospectus and the Prospectus Prospectus, including listing fees prescribed by the Nasdaq National Market, (bii) the furnishing to the Underwriters of copies of any Preliminary Prospectus and of the several documents required by paragraph (iii) of this Section 6 6(a) to be so furnished, (ciii) the printing of this Agreement and related documents delivered to the Underwriters, (div) the preparation, printing and filing of all supplements and amendments to the Prospectus referred to in paragraph (iv) of this Section 66(a), (ev) the furnishing to you and the Underwriters of the reports and information referred to in paragraph vii (vii) of this Section 6 6(a) and (fvi) the printing and issuance of stock certificates certificates, including the transfer agents agent's fees. The Notwithstanding anything to the contrary set forth above, the Company shall not be obligated to pay any costs and expenses incurred by or on behalf of the Selling Shareholders will pay any transfer taxes incident to (other than those costs and expenses enumerated above) without the transfer to the Underwriters of the shares of Stock being sold by the Selling ShareholdersCompany's prior consent. (xix) The Company and the Selling Shareholders jointly and severally agree agrees to reimburse you, for the account of the several Underwriters, for blue sky reasonable fees and related disbursements (including counsel fees and disbursements and cost of printing memoranda for the Underwriters) paid by or for the account of the Underwriters or their counsel in qualifying the Shares Stock under state securities or blue sky laws and in the review of the offering by the NASD. (xix) The Company hereby agrees that, without the prior written consent of Xxxxxxxxx Hambxxxxx & Xxxxx LLC Xuisx XXX on behalf of the Underwriters, which consent shall be given or withheld in the reasonable judgement of Xxxxxxxxx & Xxxxx LLC, the Company will not, for a period of 180 days following the commencement of the public offering of the Shares Stock by the UnderwritersUnderwriters (which shall be deemed to be the date of the Prospectus), (the "Lock-Up Period") directly or indirectly, (ai) sell, offer, contract to sell, transfer the economic risk of ownership in, make any short sale, pledge, or otherwise dispose of any shares of Common Stock or any securities convertible into or exchangeable or exercisable for or any rights to purchase or acquire Common Stock. The foregoing sentence shall not apply to (A) the Stock to be sold to the Underwriters pursuant to this Agreement, (B) shares of Common Stock issued by the Company upon the exercise of options granted under the stock option plans of the (xi) If at any time during the 25-day period after the Registration Statement becomes effective any rumor, publication or event relating to or affecting the Company shall occur as a result of which in your opinion the market price for the Stock has been or is likely to be materially affected (regardless of whether such rumor, publication or event necessitates a supplement to or amendment of the Prospectus), the Company will, after written notice from you advising the Company to the effect set forth above, forthwith consult with you concerning the advisability of, and if applicable the substance of, a press release or other public statement, responding to or commenting on such rumor, publication or event. (xii) The Company is familiar with the Investment Company Act and has in the past conducted its affairs, and will in the future conduct its affairs, in such a manner to ensure that the Company was not and will not be an "investment company" or a company "controlled" by an "investment company" within the meaning of the Investment Company Act and the rules and regulations thereunder. (xiii) The Company will comply with the Securities Act and the Rules and Regulations, and the Securities Exchange Act of 1934 (herein called the Exchange Act) and the rules and regulations of the Commission thereunder, so as to permit the completion of the distribution of the Stock as contemplated in this Agreement and the Prospectus. (xiv) The Company shall apply the net proceeds of its sale of the Stock as set forth in the Prospectus under "Use of Proceeds." (xv) The Company 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 the Common Stock of the Company. (xvi) The Company agrees to use reasonable efforts to cause all directors, officers, and shareholders to agree that, without the prior written consent of Hambxxxxx & Xuisx XXX on behalf of the Underwriters, such person or entity will not, for a period of 180 days following the commencement of the public offering of the Stock by the Underwriters (which shall be deemed to be the date of the Prospectus, directly or indirectly, (i) sell, offer, contract to sell, make any short sale, pledge, sell any option or contract to purchase, purchase any option or shares of Common Stock or any securities convertible into or exercisable for or any rights to purchase or acquire common Stock or (ii) enter into any swap or other agreement that whether any 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. (b) Each of the Selling Shareholders severally covenants and agrees as follows: (i) Each Selling Shareholder hereby agrees that, without the prior written consent of Hambxxxxx & Xuisx XXX on behalf of the Underwriters, such person or entity will not, for a period of 180 days following the commencement of the public offering of the Stock by the Underwriters, directly or indirectly, (i) sell, offer, contract to sell, make any short sale, pledge, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any shares of Common Stock or any securities convertible into securities (ii) 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, such Selling Shareholder shall deliver to you prior to or exchangeable at the Closing Date a properly completed and executed United States Treasury Department Form W-9 (or exercisable for other applicable form or statement specified by Treasury Department regulations in lieu thereof). (iii) Such Selling Shareholder shall not take, directly or indirectly, any rights action designed to purchase cause or acquire result in, or that has constituted or might reasonably be expected to constitute, the stabilization or manipulation of the price of any Common Stock or (b) enter into of the Company, and other than as permitted by the Securities Act, such Selling Shareholder shall not distribute any swap prospectus or other agreement that transfers, in whole or in part, any of the economic consequences or ownership of Common Stock, whether any such transaction described in clause (a) or (b) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Shares to be sold to the Underwriters pursuant to this Agreement (B) grants of options, warrants or other rights to purchase Common Stock, or the issuance of Common Stock pursuant to the exercise of such options, warrants or other rights, so long as such grants and issuances are pursuant to a stock bonus or other stock plan or arrangement described in the Prospectus, or (C) shares of Common Stock issued offering material in connection with acquisitions by the Company; provided, however, that the holders of shares issued pursuant to the options, warrants or other rights described in (B) or the acquisitions described in (C) agree in writing to be bound by agreements substantially the same as the Lock-Up Agreements. (xii) If at any time during the 25-day period after the Registration Statement becomes effective any rumor, publication or event relating to or affecting the Company shall occur as a result of which in your opinion the market price for the Shares has been or is likely to be materially affected (regardless of whether such rumor, publication or event necessitates a supplement to or amendment offering of the Prospectus), the Company will, after written notice from you advising the Company to the effect set forth above, and to the extent counsel to you or to the Company shall reasonably believe necessary, forthwith prepare, consult with you concerning the substance of, and disseminate a press release or other public statement, reasonably satisfactory to you, responding to or commenting on such rumor, publication or eventShares.

FURTHER AGREEMENTS OF THE COMPANY AND THE SELLING SHAREHOLDERS. The Company covenants and agrees with each Underwriter that: (a) The Company and the Selling Shareholders covenant and agree as follows: (i) The Company will (a) prepare and timely file with the Commission under Rule 424(b) a Prospectus containing information previously omitted at the time of effectiveness of it will, if the Registration Statement in reliance on Rule 430A and (b) has not heretofore become effective under the Act, file any an amendment to the Registration Statement or supplement or, if necessary pursuant to Rule 430A under the Act, a post-effective amendment to the Prospectus Registration Statement, as soon as practicable after the execution and delivery of which you shall not previously have been advised this Agreement, and furnished with will use its best efforts to cause the Registration Statement or such post-effective amendment to become effective at the earliest possible time; and the Company will comply fully and in a copy or to which you shall have reasonably objected in writing or which is not in compliance timely manner with the Securities applicable provisions of Rule 424(b) and Rule 430A under the Act; (b) it will advise you promptly and, if requested by you, confirm such advice in writing, (i) when the Registration Statement has become effective, if and when the Prospectus is sent for filing pursuant to Rule 424 under the Act or and when any post-effective amendment to the rules and regulations of the Commission. Registration Statement becomes effective, (ii) The Company will promptly notify each Underwriter in of the event receipt of (a) any comments from the request Commission that relate to the Registration Statement or requests by the Commission for amendment of amendments to the Registration Statement or for supplement amendments or supplements to the Prospectus or for any additional information, (biii) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement, (c) the institution or notice of intended institution of any action or proceeding for that purpose, (d) the receipt by the Company of any notification with respect to the suspension of the qualification of the Shares for offering or sale in any jurisdiction, or the initiation or, to the best knowledge of the Company, threat of any proceedings for such purpose by the Commission or any state securities commission or other regulatory authority, and (iv) of the happening of any event or information becoming known during the period referred to in paragraph (e) below that makes any statement of a material fact made in the receipt by it of notice of Registration Statement untrue or that requires the initiation or threatening making of any proceeding for such purpose. The Company will additions to or changes in the Registration Statement (as amended or supplemented from time to time) in order to make every reasonable effort the statements therein not misleading or that makes any statement of a material fact made in the Prospectus (as amended or supplemented from time to prevent time) untrue or that requires the issuance making of such a stop any additions to or changes in the Prospectus (as amended or supplemented from time to time) in order andto make the statements therein, not misleading; if such an order shall at any time be issuedthe Commission shall issue or institute proceedings (or threaten to institute any such proceedings) to issue any stop order suspending the effectiveness of the Registration Statement, or any state securities commission or other regulatory authority shall issue or institute proceedings (or threaten to institute proceedings) to issue an order suspending the qualification or exemption of the Shares under any state securities or Blue Sky laws, the Company shall use its best efforts to obtain the withdrawal thereof or lifting of such order at the earliest possible moment.time; (iiic) The Company it will (a) on or before the Closing Date, deliver furnish to you a without charge one signed copy of the Registration Statement as originally first filed with the Commission and of each amendment to it, including all exhibits filed therewith, and will furnish to you and each Underwriter designated by you such number of conformed copies of the Registration Statement as so filed and of each amendment thereto filed to it, without exhibits, as you may reasonably request; (d) it will not file any amendment or supplement to the Registration Statement, whether before or after the time when it becomes effective, or make any amendment or supplement to the Prospectus of which you shall not previously have been advised and provided a copy a reasonable period of time prior to the time filing thereof or to which you or your counsel shall reasonably object; (e) promptly after the Registration Statement becomes effective andeffective, promptly upon and from time to time thereafter for such period as a prospectus is required by the filing thereofAct to be delivered in connection with the sales by an underwriter or a dealer (in the opinion of your counsel), a signed copy of each post-effective amendment, if any, to the Registration Statement (together with, in each case, all exhibits thereto unless previously furnished to you) and it will also deliver to you, for distribution to the Underwriters, a sufficient number of additional conformed copies of each of the foregoing (but without exhibits) so that one copy of each may be distributed furnish to each Underwriter, (b) as promptly as possible deliver to you Underwriter and send to the several Underwriters, at such office or offices as you may designate, dealer without charge as many copies of the Prospectus (and any amendment or supplement of the Prospectus) as you may reasonably request, and (c) thereafter from time to time during the period in which a prospectus is required by law to be delivered by an such Underwriter or dealer, likewise send to the Underwriters as many additional copies of the Prospectus and as many copies of any supplement to the Prospectus and of any amended prospectus, filed by the Company with the Commission, as you dealer may reasonably request for the purposes contemplated by the Securities Act.; the Company consents to the use of the Prospectus and any amendment or supplement thereto by any Underwriter or any dealer, both in connection with the offering or sale of the Shares and for such period of time thereafter as the Prospectus is required by the Act to be delivered in connection therewith; (ivf) If at any time if during the period specified in which a prospectus is required by law to be delivered by an Underwriter or dealer paragraph (e) any event relating to or affecting the Company, or of which the Company shall be advised in writing by you, shall occur or information become known as a result of which it is necessary, in the opinion of your counsel for the Company it becomes necessary to amend or of counsel for the Underwriters, to supplement or amend the Prospectus in order to make the Prospectus not misleading in the light of the circumstances existing at the time it is delivered to a purchaser of the Shares, the Company will forthwith prepare and file with the Commission a supplement to the Prospectus or an amended prospectus so that the Prospectus as so supplemented or amended will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances existing at as of the time such date the Prospectus is delivered to such a purchaser, not misleading. If, after or it is necessary to amend or supplement the initial Prospectus to comply with any law, it will forthwith prepare and, subject to paragraph 5(d) above, file with the Commission at the sole expense of the Company an appropriate amendment or supplement to the Prospectus so that the statements of any material facts in the Prospectus, as so amended and supplemented, will not in light of the circumstances when it is so delivered, be misleading, or so that the Prospectus will comply with the Act and it will furnish to the Underwriters and to such dealers as the Underwriters shall specify, at the sole expense of the Company, such number of copies thereof as such Underwriters or dealers may reasonably request; (g) prior to any public offering of the Shares, it will cooperate with you and counsel for the Underwriters in connection with the filing of notices of the offer and sale of the Shares by the several Underwriters and during such period, the Underwriters shall propose to vary the terms of offering thereof by reason of changes in general market conditions or otherwise, you will advise the Company in writing of the proposed variation, and, if in the opinion either of counsel for the Company or of counsel for the Underwriters such proposed variation requires that the Prospectus be supplemented or amended, the Company will forthwith prepare and file with the Commission a supplement to the Prospectus or an amended prospectus setting forth such variation. The Company authorizes the Underwriters and all dealers to whom any of the Shares may be sold by the several Underwriters to use the Prospectus, as from time to time amended or supplemented, in connection with the sale of the Shares in accordance with the applicable provisions of the Securities Act and the applicable rules and regulations thereunder for such period. (v) Prior to the filing thereof with the Commission, the Company will submit to you, for your information, a copy of any post-effective amendment to the Registration Statement and any supplement to the Prospectus or any amended prospectus proposed to be filed. (vi) The Company will cooperate, when and as requested by you, in the qualification of the Shares for offer and sale under the state securities or blue sky Blue Sky laws of such jurisdictions as you may designate and, during the period in which a prospectus is required by law to be delivered by an Underwriter or dealer, in keeping such qualifications in good standing under said securities or blue sky laws; PROVIDED, HOWEVERrequest (provided, that the Company shall not be obligated to file any general consent to service of process or to qualify as a foreign corporation in any jurisdiction in which it is not so qualified. The Company will, from time qualified or to time, prepare and file such statements, reports, and other documents as are or may be required take any action which would subject it to continue such qualifications general consent to service of process in effect for any jurisdiction in which it is not now so long a period as you may reasonably request for distribution subject); (h) it will not acquire any capital stock of the Shares. (vii) During a period Company prior to the exercise in full or termination or expiration of five years commencing with the date hereof, option to purchase the Additional Shares nor will the Company will furnish to you, and to each Underwriter who may so request in writing, copies of all periodic and special reports furnished declare or pay any dividend or make any other distribution upon the Common Stock payable to shareholders of record on a date prior to the Company and exercise in full or termination or expiration of all informationthe option to purchase the Additional Shares, documents and reports filed with except in either case as contemplated by the Commission.Prospectus; (viiii) Not later than the 45th day following the end of the fiscal quarter first occurring after the first anniversary of the Effective Date, the Company it will make generally available to its security holders an and furnish to the Underwriters as soon as reasonably practicable a consolidated earnings statement covering a period of at least 12 months beginning after the "effective date" (as defined in accordance with Rule 158 under the Act) of the Registration Statement (but in no event commencing later than 90 days after such date) that will satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder.; (ixj) The Company and during the Selling Shareholders jointly and severally agree to pay all costs and expenses incident to period of five years after the performance date of their obligations under this Agreement, including all costs and expenses incident it will furnish to you a copy (ai) as soon as practicable after the preparationfiling thereof, printing and filing of each report filed by the Company with the Commission and Commission, any securities exchange or the National Association of Securities Dealers, Inc. (the "NASD"); (ii) as soon as practicable after the release thereof, of each material press release in respect of the Registration Statement, any Preliminary Prospectus and the Prospectus (b) the furnishing to the Underwriters of copies of any Preliminary Prospectus and of the several documents required by paragraph Company; (iii) as soon as available, of this Section 6 each report of the Company mailed to shareholders; and (iv) as soon as available, such other publicly available information concerning the Company as you may reasonably request; (k) it will use the net proceeds received by it from the sale of the Shares being sold by it in the manner specified in the Prospectus; (l) it will cause the Shares to be so furnishedlisted, subject to notice of issuance or sale, on The Nasdaq National Market (the "NASDAQ"); it will comply with all registration, filing and reporting requirements of the Securities Exchange Act of 1934, as amended, (cthe "Exchange Act") and the printing of NASDAQ; and (m) it will use its best efforts to do and perform all things required to be done and performed under this Agreement by it prior to or after the Closing Date or any Option Closing Date, as the case may be, and related documents delivered to satisfy all conditions precedent to the Underwritersdelivery of the Shares. Each Selling Shareholder covenants and agrees with each Underwriter that: (a) it will advise you promptly and, (d) if requested by you, confirm such advice in writing, of the preparation, printing and filing happening of all supplements and amendments to any event or information becoming known during the Prospectus period referred to in paragraph (iv) of this Section 6, (e) above that makes any statement of a material fact made in the furnishing Registration Statement with respect to its ownership of Shares untrue or that requires the making of any additions to or changes in the Registration Statement (as amended or supplemented from time to time) with respect to its ownership of Shares in order to make the statements therein with respect to its ownership of Shares not misleading or that makes any statement of a material fact made in the Prospectus (as amended or supplemented from time to time) untrue or that requires the making of any additions to or changes in the Prospectus (as amended or supplemented from time to time) in order to make the statements therein with respect to its ownership of Shares, not misleading; (b) it will cooperate with you and counsel for the Underwriters in connection with the filing of the reports notices for offer and information referred to in paragraph vii of this Section 6 and (f) the printing and issuance of stock certificates including the transfer agents fees. The Selling Shareholders will pay any transfer taxes incident to the transfer to the Underwriters of the shares of Stock being sold by the Selling Shareholders. (x) The Company and the Selling Shareholders jointly and severally agree to reimburse you, for the account of the several Underwriters, for blue sky fees and related disbursements (including counsel fees and disbursements and cost of printing memoranda for the Underwriters) paid by or for the account of the Underwriters or their counsel in qualifying the Shares under state securities or blue sky laws and in the review of the offering by the NASD. (xi) The Company hereby agrees that, without the prior written consent of Xxxxxxxxx & Xxxxx LLC on behalf of the Underwriters, which consent shall be given or withheld in the reasonable judgement of Xxxxxxxxx & Xxxxx LLC, the Company will not, for a period of 180 days following the commencement of the public offering sale of the Shares by the Underwriters, several Underwriters and by dealers under the state securities or Blue Sky laws of such jurisdictions as you may request; and (c) it will use its best efforts to do and perform all things required to be done and performed under this Agreement by it prior to or after the "Lock-Up Period") directly or indirectly, (a) sell, offer, contract to sell, make any short sale, pledge, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any shares of Common Stock Closing Date or any securities convertible into or exchangeable or exercisable for or any rights to purchase or acquire Common Stock or (b) enter into any swap or other agreement that transfersOption Closing Date, in whole or in part, any of the economic consequences or ownership of Common Stock, whether any such transaction described in clause (a) or (b) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Shares to be sold to the Underwriters pursuant to this Agreement (B) grants of options, warrants or other rights to purchase Common Stock, or the issuance of Common Stock pursuant to the exercise of such options, warrants or other rights, so long as such grants and issuances are pursuant to a stock bonus or other stock plan or arrangement described in the Prospectus, or (C) shares of Common Stock issued in connection with acquisitions by the Company; provided, however, that the holders of shares issued pursuant to the options, warrants or other rights described in (B) or the acquisitions described in (C) agree in writing to be bound by agreements substantially the same as the Lock-Up Agreements. (xii) If at any time during the 25-day period after the Registration Statement becomes effective any rumor, publication or event relating to or affecting the Company shall occur as a result of which in your opinion the market price for the Shares has been or is likely to be materially affected (regardless of whether such rumor, publication or event necessitates a supplement to or amendment of the Prospectus), the Company will, after written notice from you advising the Company to the effect set forth abovecase may be, and to the extent counsel to you or satisfy all conditions precedent to the Company shall reasonably believe necessary, forthwith prepare, consult with you concerning delivery of the substance of, and disseminate a press release or other public statement, reasonably satisfactory to you, responding to or commenting on such rumor, publication or eventShares.

FURTHER AGREEMENTS OF THE COMPANY AND THE SELLING SHAREHOLDERS. (a) The Company covenants and agrees with the Selling Shareholders covenant and agree several Underwriters as follows: (i) The Company will (a) prepare use its best efforts to cause the Registration Statement, and timely file with the Commission under Rule 424(b) a Prospectus containing information previously omitted any amendment thereof, if not effective at the time of effectiveness execution of this Agreement, to become effective as promptly as possible. If the Registration Statement has become or becomes effective pursuant to Rule 430A, or filing of the Prospectus is otherwise required under Rule 424(b), the Company will file the Prospectus, properly completed (and in form and substance reasonably satisfactory to the Underwriters) pursuant to Rule 424(b) within the time period prescribed and will provide evidence satisfactory to the Representative of such timely filing. The Company will not file the Prospectus, any amended Prospectus, any amendment (including post-effective amendments) of the Registration Statement in reliance on Rule 430A or any supplement to the Prospectus without (A) advising the Representative of and, a reasonable time prior to the proposed filing of such amendment or supplement, furnishing the Representative with copies thereof and (bB) not obtaining the prior consent of the Representative to such filing. The Company will prepare and file with the Commission, promptly upon the request of the Representative, any amendment to the Registration Statement or supplement to the Prospectus of which you shall not previously have been advised and furnished with a copy that may be necessary or to which you shall have reasonably objected advisable in writing or which is not in compliance connection with the Securities Act or the rules and regulations distribution of the CommissionStock by the Underwriters. The Company will make every reasonable effort to cause the Registration Statement to become effective as promptly as possible. (ii) The Company will promptly notify each Underwriter in advise the event Representative (A) when the Registration Statement becomes effective, (B) when any post-effective amendment thereof becomes effective, (C) of (a) the any request by the Commission for any amendment of or supplement to the Registration Statement or for supplement to the Prospectus or for any additional information, (bD) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement, (c) Statement or the institution or notice of intended institution threatening of any action or proceeding for that purpose, purpose and (dE) of the receipt by the Company of any notification with respect to the suspension of the registration, qualification or exemption from registration or qualification of the Shares Stock for sale in any jurisdiction, jurisdiction or (e) the receipt by it of notice of the initiation or threatening of any proceeding for such purpose. The Company will make every reasonable effort to prevent the issuance of any such a stop order or suspension and, if such an order shall at any time be issued, to obtain as soon as possible the withdrawal thereof at the earliest possible momentthereof. (iii) The Company will (aA) on or before the Closing Date, deliver to you the Representative and its counsel a signed copy of the Registration Statement as originally filed and of each amendment thereto filed prior to the time the Registration Statement becomes effective and, promptly upon the filing thereof, a signed copy of each post-effective amendment, if any, to the Registration Statement (together with, in each case, all exhibits thereto unless previously furnished to youthe Representative) and will also deliver to youthe Representative, for distribution to the several Underwriters, a sufficient number of additional conformed copies of each of the foregoing (but without excluding exhibits) so that one copy of each may be distributed to each Underwriter, (bB) as promptly as possible deliver to you the Representative and send to the several Underwriters, at such office or offices as you the Representative may designate, as many copies of the Prospectus as you the Representative may reasonably request, request and (cC) thereafter from time to time during the period in which a prospectus is required by law to be delivered by an Underwriter or a dealer, likewise to send to the Underwriters as many additional copies of the Prospectus and as many copies of any supplement to the Prospectus and of any amended prospectusProspectus, filed by the Company with the Commission, as you the Representative may reasonably request for the purposes contemplated by the Securities Act. (iv) If at any time during the period in which a prospectus is required by law to be delivered by an Underwriter or a dealer any event relating to or affecting the Company, or of which the Company shall be advised in writing by you, shall occur as a result of which it is necessary, in the opinion of counsel for the Company or of counsel for the Underwriters, necessary to supplement or amend the Prospectus in order to make the Prospectus not misleading or so that the Prospectus will not omit to state a material fact necessary to be stated therein, in the light of the circumstances existing each case at the time it the Prospectus is delivered to a purchaser of the SharesStock, or if it shall be necessary to amend or to supplement the Prospectus to comply with the Securities Act or the Rules and Regulations, the Company will forthwith prepare and file with the Commission a supplement to the Prospectus or an amended prospectus Prospectus so that the Prospectus as so supplemented or amended will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in therein not misleading and so that it then will otherwise comply with the light of Securities Act and the circumstances existing at the time such Prospectus is delivered to such purchaser, not misleadingRules and Regulations. If, after the initial public offering of the Shares Stock by the Underwriters and during such period, the Underwriters shall propose to vary the terms of offering thereof by reason of changes in general market conditions or otherwise, you the Representative will advise the Company in writing of the proposed variationvariation and if, and, if in the opinion either of counsel for the Company or of counsel for the Underwriters Underwriters, such proposed variation requires that the Prospectus be supplemented or amended, the Company will forthwith prepare and file with the Commission a supplement to the Prospectus or an amended prospectus setting forth such variation. The Company authorizes the Underwriters and all dealers to whom any of the Shares Stock may be sold by the several Underwriters to use the Prospectus, as from time to time so amended or supplemented, in connection with the sale of the Shares Stock in accordance with the applicable provisions of the Securities Act and the applicable rules Rules and regulations thereunder Regulations for such period. (v) Prior to the filing thereof with the Commission, the Company will submit to you, for your information, a copy of any post-effective amendment to the Registration Statement and any supplement to the Prospectus or any amended prospectus proposed to be filed. (vi) The Company will cooperate, when cooperate with the Representative and as requested by you, its counsel in the qualification or registration of the Shares Stock for offer and sale under the securities or blue sky laws of such jurisdictions as you the Representative may designate and, if applicable, in connection with exemptions from such qualification or registration and, during the period in which a prospectus Prospectus is required by law to be delivered by an Underwriter or a dealer, in keeping such qualifications qualifications, registrations and exemptions in good standing under said securities or blue sky lawseffect; PROVIDEDprovided, HOWEVERhowever, that the Company shall not be obligated to file any general consent to service of process or to qualify to do business as a foreign corporation in any jurisdiction in which it is not so qualified. The Company will, from time to time, prepare and file such statements, reports, reports and other documents as are or may be required to continue such qualifications qualifications, registrations and exemptions in effect for so long a period as you the Representative may reasonably request for the distribution of the SharesStock. (viivi) During a period of five years commencing with the date hereofof this Agreement, the Company will promptly furnish to you, the Representative and to each Underwriter who may so request in writing, writing copies of (A) all periodic and special reports furnished by it to shareholders of the Company and of Company, (B) all information, documents and reports filed by it with the Commission, any securities exchange on which any securities of the Company are then listed, Nasdaq or its National Market System or the National Association of Securities Dealers, Inc., (C) all press releases and material news items or articles in respect of the Company or its affairs released or prepared by the Company (other than promotional and marketing materials disseminated solely to customers and potential customers of the Company in the ordinary course of business) and (D) any additional information concerning the Company or its business which the Representative may reasonably request. (viiivii) Not As soon as practicable, but not later than the 45th day following the end of the fiscal quarter first occurring ending after the first anniversary of the Effective Date, the Company will make generally available to its security securities holders and furnish to the Representative an earnings statement or statements in accordance with Section 11(a) of the Securities Act and Rule 158 thereunderof the Rules and Regulations. (viii) The Company will apply the net proceeds from its sale of the Stock in the offering in the manner set forth under the caption "Use of Proceeds" in the Prospectus. (ix) The Company and the Selling Shareholders jointly and severally agree to pay will comply with all costs and expenses incident to the performance provisions of their obligations under this Agreement, including all costs and expenses incident to (a) the preparation, printing and filing with the Commission and the National Association of Securities Dealers, Inc. (the "NASD") of undertakings contained in the Registration Statement, any Preliminary Prospectus and the Prospectus (b) the furnishing to the Underwriters of copies of any Preliminary Prospectus and of the several documents required by paragraph (iii) of this Section 6 to be so furnished, (c) the printing of this Agreement and related documents delivered to the Underwriters, (d) the preparation, printing and filing of all supplements and amendments to the Prospectus referred to in paragraph (iv) of this Section 6, (e) the furnishing to you and the Underwriters of the reports and information referred to in paragraph vii of this Section 6 and (f) the printing and issuance of stock certificates including the transfer agents fees. The Selling Shareholders will pay any transfer taxes incident to the transfer to the Underwriters of the shares of Stock being sold by the Selling Shareholders. (x) The Company will, and at all times for a period of at least five years after the date of this Agreement, cause the Common Stock (including the Stock) to be listed on the Nasdaq National Market, and the Selling Shareholders jointly Company will comply with all registration, filing, reporting and severally agree to reimburse you, for the account other requirements of the several Underwriters, for blue sky fees Exchange Act and related disbursements (including counsel fees and disbursements and cost of printing memoranda for the Underwriters) paid by or for Nasdaq National Market which may from time to time be applicable to the account of the Underwriters or their counsel in qualifying the Shares under state securities or blue sky laws and in the review of the offering by the NASDCompany. (xi) The Company hereby will use its best efforts to maintain insurance of the types and in the amounts which it deems adequate for its business consistent with insurance coverage maintained by companies of similar size and engaged in similar businesses, including, but not limited to, product liability insurance and general liability insurance covering all real and personal property owned or leased by the Company against theft, damage, destruction, acts of vandalism and all other risks customarily insured against. (xii) The Company will issue no press release prior to the Closing Date with respect to the offering without the Representative's prior written consent. (xiii) The Company shall supply to the Representative and its counsel, at the Company's cost, an aggregate of six bound volumes each containing materials documents relating to the offering of the Stock within a reasonable time after the Closing Date, not to exceed 90 days. (b) Each of the Selling Shareholders covenants and agrees with each of the Underwriters that: (i) Such Selling Shareholder will use its best efforts to cause the Company fully to comply with all of its covenants and agreements set forth in this Agreement. (ii) Such Selling Shareholder will not, directly or indirectly, without the prior written consent of Xxxxxxxxx & Xxxxx LLC on behalf of the Underwriters, which consent shall be given or withheld in the reasonable judgement of Xxxxxxxxx & Xxxxx LLC, the Company will not, for a period of 180 days following the commencement of the public offering of the Shares by the Underwriters, (the "Lock-Up Period") directly or indirectly, (a) sellRepresentatives, offer, contract sell, offer to sell, make any short sale, pledge, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant option to purchase or otherwise transfer sell or dispose (or announce any offer, sale, offer of sale, contract of sale, grant of any shares option to purchase or other sale or disposition) of any Common Stock legally or beneficially owned by such Selling Shareholder or any securities convertible into into, or exchangeable or exercisable for, Common Stock for a period of 80 days after the date hereof, except pursuant to this Agreement. (iii) Such Selling Shareholder will not, directly or indirectly, (A) take any rights action designed to purchase cause or acquire Common 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 Stock or (bB) enter into (x) sell, bid for, purchase, or pay anyone any swap compensation for soliciting purchases of, the Stock or (y) pay or agree to pay to any person any compensation for soliciting another to purchase any other agreement that transfers, in whole or in part, any securities of the economic consequences or ownership Company (except for the sale of Common Stock, whether any such transaction described in clause (a) or (b) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Shares to be sold to the Underwriters pursuant to this Agreement (B) grants of options, warrants or other rights to purchase Common Stock, or the issuance of Common Stock pursuant to the exercise of such options, warrants or other rights, so long as such grants and issuances are pursuant to a stock bonus or other stock plan or arrangement described in the Prospectus, or (C) shares of Common Stock issued in connection with acquisitions by the Company; provided, however, that the holders of shares issued pursuant to the options, warrants or other rights described in (B) or the acquisitions described in (C) agree in writing to be bound by agreements substantially the same as the Lock-Up AgreementsSelling Shareholders under this Agreement). (xii) If at any time during the 25-day period after the Registration Statement becomes effective any rumor, publication or event relating to or affecting the Company shall occur as a result of which in your opinion the market price for the Shares has been or is likely to be materially affected (regardless of whether such rumor, publication or event necessitates a supplement to or amendment of the Prospectus), the Company will, after written notice from you advising the Company to the effect set forth above, and to the extent counsel to you or to the Company shall reasonably believe necessary, forthwith prepare, consult with you concerning the substance of, and disseminate a press release or other public statement, reasonably satisfactory to you, responding to or commenting on such rumor, publication or event.

FURTHER AGREEMENTS OF THE COMPANY AND THE SELLING SHAREHOLDERS. (a) The Each of the Company and the Selling Shareholders covenant covenants and agree agrees as follows: (iA) The Company will (a) prepare use its best efforts to cause the Registration Statement and timely file with the Commission under Rule 424(b) a Prospectus containing information previously omitted any amendment thereof, if not effective at the time and date that this Agreement is executed and delivered by the parties hereto, to become effective as promptly as possible; it will notify you, promptly after it shall receive notice thereof, of effectiveness of the time when the Registration Statement in reliance on Rule 430A and (b) not file or any subsequent amendment to the Registration Statement has become effective or any supplement to the Prospectus has been filed. If the Company omitted information from the Registration Statement at the time it was originally declared effective in reliance upon Rule 430A(a) of which the Rules and Regulations, the Company will provide evidence satisfactory to you shall not previously have that the Prospectus contains such information and has been advised filed, within the time period prescribed, with the Commission pursuant to subparagraph (1) or (4) of Rule 424(b) of the Rules and furnished with Regulations or as part of a copy or post-effective amendment to which you shall have reasonably objected in writing or such Registration Statement as originally declared effective which is not in compliance declared effective by the Commission. If for any reason the filing of the final form of Prospectus is required under Rule 424(b)(3) of the Rules and Regulations, it will provide evidence satisfactory to you that the Prospectus contains such information and has been filed with the Securities Act or Commission within the rules and regulations of the Commission. (ii) time period prescribed. The Company will notify you promptly notify each Underwriter in the event of (a) the any request by the Commission for amendment the amending or supplementing of the Registration Statement or for supplement to the Prospectus or for any additional information, (b) the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement, (c) the institution or notice of intended institution of any action or proceeding for that purpose, (d) the receipt by the Company of any notification with respect to the suspension of the qualification of the Shares for sale in any jurisdiction, or (e) the receipt by it of notice of the initiation or threatening of any proceeding for such purpose. The Company will make every reasonable effort to prevent the issuance of such a stop order and, if such an order shall at any time be issued, to obtain the withdrawal thereof at the earliest possible moment. (iii) The Company will (a) on or before the Closing Date, deliver to you a signed copy of the Registration Statement as originally filed and of each amendment thereto filed prior to the time the Registration Statement becomes effective and, promptly Promptly upon the filing thereof, a signed copy of each post-effective amendment, if any, to the Registration Statement (together with, in each case, all exhibits thereto unless previously furnished to you) and will also deliver to you, for distribution to the Underwriters, a sufficient number of additional conformed copies of each of the foregoing (but without exhibits) so that one copy of each may be distributed to each Underwriter, (b) as promptly as possible deliver to you and send to the several Underwriters, at such office or offices as you may designate, as many copies of the Prospectus as you may reasonably your request, and (c) thereafter from time to time during the period in which a prospectus is required by law to be delivered by an Underwriter or dealer, likewise send to the Underwriters as many additional copies of the Prospectus and as many copies of any supplement to the Prospectus and of any amended prospectus, filed by the Company with the Commission, as you may reasonably request for the purposes contemplated by the Securities Act. (iv) If at any time during the period in which a prospectus is required by law to be delivered by an Underwriter or dealer any event relating to or affecting the Company, or of which the Company shall be advised in writing by you, shall occur as a result of which it is necessary, in the opinion of counsel for the Company or of counsel for the Underwriters, to supplement or amend the Prospectus in order to make the Prospectus not misleading in the light of the circumstances existing at the time it is delivered to a purchaser of the Shares, the Company will forthwith prepare and file with the Commission any amendments or supplements to the Registration Statement or Prospectus which, in the reasonable opinion of counsel to the several Underwriters (the "Underwriters' Counsel"), may be necessary or advisable in connection with the distribution of the Shares by the Underwriters. The Company will promptly prepare and file with the Commission, and promptly notify you of the filing of, any amendments or supplements to the Registration Statement or Prospectus which may be necessary to correct any statements or omissions, if, at any time when a supplement prospectus relating to the Shares is required to be delivered under the Act, any event shall have occurred as a result of which the Prospectus or any other prospectus relating to the Shares as then in effect would include an amended prospectus so that the Prospectus as so supplemented or amended will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances existing at the time such Prospectus is delivered to such purchaserunder which they were made, not misleading. If, after In case any Underwriter is required to deliver a prospectus within the initial public offering nine-month period referred to in Section 10(a)(3) of the Shares by the Underwriters and during such period, the Underwriters shall propose to vary the terms of offering thereof by reason of changes in general market conditions or otherwise, you will advise the Company in writing of the proposed variation, and, if in the opinion either of counsel for the Company or of counsel for the Underwriters such proposed variation requires that the Prospectus be supplemented or amended, the Company will forthwith prepare and file with the Commission a supplement to the Prospectus or an amended prospectus setting forth such variation. The Company authorizes the Underwriters and all dealers to whom any of the Shares may be sold by the several Underwriters to use the Prospectus, as from time to time amended or supplemented, Act in connection with the sale of the Shares in accordance with the applicable provisions of the Securities Act and the applicable rules and regulations thereunder for such period. (v) Prior to the filing thereof with the CommissionShares, the Company will submit to youprepare promptly upon request, for your informationbut at the expense of such Underwriter, a copy of any post-effective such amendment or amendments to the Registration Statement and any such prospectus or prospectuses as may be necessary to permit compliance with the requirements of Section 10(a)(3) of the Act. The Company will file no amendment or supplement to the Registration Statement or Prospectus that shall not previously have been submitted to you a reasonable time prior to the proposed filing thereof or any amended prospectus proposed to be filedwhich you shall reasonably object in writing or which is not in compliance with the Act and Rules and Regulations or the provisions of this Agreement. (viB) The Company will cooperate, when and as requested by advise you, promptly after it shall receive notice or obtain knowledge thereof, of the issuance of any stop order by the Commission suspending the effectiveness of the Registration Statement or the use of the Prospectus or of the initiation or threat of any proceeding for that purpose; and it will promptly use its best efforts to prevent the issuance of any such stop order or to obtain its withdrawal at the earliest possible moment if such stop order should be issued. (C) The Company will cooperate with you in the qualification of endeavoring to qualify the Shares for offer offering and sale under the securities or blue sky laws of such jurisdictions as you may designate and, during the period in which a prospectus is required by law and to be delivered by an Underwriter or dealer, in keeping continue such qualifications in good standing under said securities or blue sky laws; PROVIDEDeffect for so long as may be required for purposes of the distribution of the Shares, HOWEVER, except that the Company shall not be obligated required in connection therewith or as a condition thereof to file any qualify as a foreign corporation, or to execute a general consent to service of process in any jurisdiction, or to qualify as a foreign corporation in make any undertaking with respect to the conduct of its business. In each jurisdiction in which it is not so the Shares shall have been qualified. The , the Company will, from time to time, prepare will make and file such statements, reports, reports and other documents in each year as are or may be reasonably required by the laws of such jurisdictions so as to continue such qualifications in effect for so long a period as you may reasonably request for distribution of the Shares, or as otherwise may be required by law. (viiD) During a period of five years commencing with the date hereof, the The Company will furnish to you, and to each Underwriter who may so request in writingas soon as available, copies of the Registration Statement (three of which will be signed and which will include all periodic exhibits), each Preliminary Prospectus, the Prospectus, the Offering Memorandum and special reports furnished any amendments or supplements to shareholders such documents, including any prospectus prepared to permit compliance with Section 10(a)(3) of the Company and of Act, all information, documents and reports filed with the Commissionin such quantities as you may from time to time reasonably request. (viiiE) Not The Company will make generally available to its shareholders as soon as practicable, but in any event not later than the 45th forty-fifth (45th) day following the end of the fiscal quarter first occurring after the first anniversary of the Effective Dateeffective date of the Registration Statement, the Company will make generally available to its security holders an earnings statement (which will be in accordance reasonable detail but need not be audited) complying with the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder. of the Rules and Regulations and covering a twelve (ix12) The Company and month period beginning after the Selling Shareholders jointly and severally agree to pay all costs and expenses incident to the performance of their obligations under this Agreement, including all costs and expenses incident to (a) the preparation, printing and filing with the Commission and the National Association of Securities Dealers, Inc. (the "NASD") effective date of the Registration Statement, any Preliminary Prospectus and will advise you in writing when such statement has been made available. (F) During a period of five years after the Prospectus date hereof, the Company, as soon as practicable after the end of each respective period, will furnish to its shareholders annual reports (bincluding financial statements audited by independent certified public accountants) the furnishing and will furnish to the Underwriters its shareholders unaudited quarterly reports of copies of any Preliminary Prospectus and operations for each of the several documents required by paragraph (iii) first three quarters of this Section 6 to be so furnishedthe fiscal year, (c) the printing of this Agreement and related documents delivered to the Underwriters, (d) the preparation, printing and filing of all supplements and amendments to the Prospectus referred to in paragraph (iv) of this Section 6, (e) the furnishing will furnish to you and the other several Underwriters hereunder (i) concurrently with making such reports available to its shareholders, statements of operations of the Company for each of the first three quarters in the form made available to the Company's shareholders; (ii) concurrently with the furnishing thereof to its shareholders, a balance sheet of the Company as of the end of such fiscal year, together with statements of operations, of shareholders' equity and of cash flow of the Company for such fiscal year, accompanied by a copy of the certificate or report thereon of nationally recognized independent certified public accountants; (iii) concurrently with the furnishing of such reports to its shareholders, copies of all reports (financial or other) mailed to shareholders; (iv) as soon as they are available, copies of all reports and information referred financial statements furnished to in paragraph vii of this Section 6 or filed with the Commission, any securities exchange or the Nasdaq National Market by the Company (except for documents for which confidential treatment is requested); and (fv) the printing every material press release and issuance of stock certificates including the transfer agents fees. The Selling Shareholders will pay any transfer taxes incident to the transfer to the Underwriters every material news item or article in respect of the shares of Stock being sold by the Selling Shareholders. (x) The Company and the Selling Shareholders jointly and severally agree or its affairs which was generally released to reimburse you, shareholders or prepared for the account of the several Underwriters, for blue sky fees and related disbursements (including counsel fees and disbursements and cost of printing memoranda for the Underwriters) paid by or for the account of the Underwriters or their counsel in qualifying the Shares under state securities or blue sky laws and in the review of the offering by the NASD. (xi) The Company hereby agrees that, without the prior written consent of Xxxxxxxxx & Xxxxx LLC on behalf of the Underwriters, which consent shall be given or withheld in the reasonable judgement of Xxxxxxxxx & Xxxxx LLC, the Company will not, for a period of 180 days following the commencement of the public offering of the Shares by the Underwriters, (the "Lock-Up Period") directly or indirectly, (a) sell, offer, contract to sell, make any short sale, pledge, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any shares of Common Stock or any securities convertible into or exchangeable or exercisable for or any rights to purchase or acquire Common Stock or (b) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences or ownership of Common Stock, whether any such transaction described in clause (a) or (b) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Shares to be sold to the Underwriters pursuant to this Agreement (B) grants of options, warrants or other rights to purchase Common Stock, or the issuance of Common Stock pursuant to the exercise of such options, warrants or other rights, so long as such grants and issuances are pursuant to a stock bonus or other stock plan or arrangement described in the Prospectus, or (C) shares of Common Stock issued in connection with acquisitions general release by the Company; provided. During such five-year period, however, that the holders of shares issued pursuant to the options, warrants or other rights described in (B) or the acquisitions described in (C) agree in writing to be bound by agreements substantially the same as the Lock-Up Agreements. (xii) If at any time during the 25-day period after the Registration Statement becomes effective any rumor, publication or event relating to or affecting if the Company shall occur as a result of which in your opinion the market price for the Shares has been or is likely to be materially affected (regardless of whether such rumor, publication or event necessitates a supplement to or amendment of the Prospectus)have any active subsidiaries, the Company will, after written notice from you advising the Company to the effect set forth above, and foregoing financial statements shall be on a consolidated basis to the extent counsel to you or to the Company shall reasonably believe necessary, forthwith prepare, consult with you concerning the substance of, and disseminate a press release or other public statement, reasonably satisfactory to you, responding to or commenting on such rumor, publication or event.that the