Common use of Further Agreements of the Company Clause in Contracts

Further Agreements of the Company. The Company agrees with the Underwriters: (a) to prepare the Final Term Sheet, substantially in the form of Schedule 3 hereto and approved by the Representatives and file the Final Term Sheet pursuant to Rule 433(d) of the Securities Act within the time period prescribed by such Rule; to prepare the Prospectus, as amended or supplemented, in relation to the Securities in a form approved by the Underwriters and to file or cause to be filed with the Commission such Prospectus, pursuant to Rule 424(b) under the Securities Act, within the time period prescribed by such Rule; to make no further amendment or any supplement to the Registration Statement or Prospectus as amended or supplemented after the date of this Agreement and prior to the Closing Date which shall be disapproved by the Underwriters promptly after reasonable notice thereof; to advise the Underwriters promptly of any such amendment or supplement after such Closing Date and furnish the Underwriters with copies thereof and to file promptly all reports and any definitive proxy or information statements required to be filed by the Company with the Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act for so long as the delivery of a prospectus is required in connection with the offering or sale of such Securities, and during such same period to advise the Underwriters, promptly after it receives notice thereof, of the time when any amendment to the Registration Statement has been filed or any supplement to the most recent Preliminary Prospectus and the Prospectus or any amended Prospectus has been filed with the Commission, of the issuance by the Commission of any stop order or of any order preventing or suspending the use of any prospectus relating to the Securities or any Issuer Free Writing Prospectus, of the suspension of the qualification of such Securities for offering or sale in any jurisdiction, of the initiation or threatening of any proceeding for any such purpose, or of any request by the Commission for the amending or supplementing of the Registration Statement, any Preliminary Prospectus, the Prospectus or any Issuer Free Writing Prospectus or for additional information; and, in the event of the issuance of any such stop order or of any such order preventing or suspending the use of any prospectus relating to the Securities or suspending any such qualification, to promptly use its best efforts to obtain the withdrawal of such order; (b) promptly from time to time to take such action as the Underwriters may reasonably request to qualify the Securities for offer and sale under the securities laws of such jurisdictions as the Underwriters may reasonably request and to comply with such laws so as to permit the continuance of sales and dealings therein in such jurisdictions for as long as may be necessary to complete the issuance and sale of the Securities; provided that in connection therewith the Company shall not be required to qualify as a foreign corporation, to file a general consent to service of process in any jurisdiction or to become subject to taxation in any jurisdiction in which it is not otherwise subject; (c) to furnish to the Underwriters such number of conformed copies of the Registration Statement, as originally filed and each amendment thereto (excluding exhibits other than this Agreement), any Preliminary Prospectus, the Final Term Sheet and any other Issuer Free Writing Prospectus, the Prospectus and all amendments and supplements to any of such documents (including any document filed under the Exchange Act and deemed to be incorporated by reference in the Registration Statement, any Preliminary Prospectus or the Prospectus), in each case as soon as available and in such quantities as the Representatives may from time to time reasonably request; (d) during the period in which the Prospectus relating to the Securities (or in lieu thereof, the notice referred to in Rule 173(a) of the Securities Act) is required to be delivered under the Securities Act, to comply with all requirements imposed upon it by the Securities Act, as from time to time in force, so far as is necessary to permit the continuance of sales of or dealings in the Securities as contemplated by the provisions of this Agreement and by the most recent Preliminary Prospectus and the Prospectus. If during such period any event occurs as a result of which the Disclosure Package or the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances then existing, not misleading, or if during such period it is necessary to amend the Registration Statement or amend or supplement the Disclosure Package or the Prospectus or file any document to comply with the Securities Act, to promptly notify the Representatives and, subject to Section 4(a) hereof, amend the Registration Statement, amend or supplement the Disclosure Package or the Prospectus, as the case may be, or file any document (in each case, at the expense of the Company) so as to correct such statement or omission or to effect such compliance, and to furnish without charge to each Underwriter as many written and electronic copies of any such amendment or supplement as the Representatives may from time to time reasonably request; (e) to make generally available to security-holders of the Company as soon as practicable, but in any event not later than eighteen months after the effective date of the Registration Statement (as defined in Rule 158(c) under the Securities Act), an earnings statement of the Company and its subsidiaries (which need not be audited) complying with Section 11(a) of the Securities Act (including, at the option of the Company, Rule 158 thereunder); (f) between the date of this Agreement and the Closing Date, neither the Company, nor any of its subsidiaries or other affiliates over which it exercises management or voting control, nor any person acting on their behalf will, without the prior written consent of the Representatives, offer, sell, contract to sell or otherwise dispose of any securities that are substantially similar to the Securities. (g) to pay the required Commission filing fees related to the Securities within the time period required by Rule 456(b)(1) under the Securities Act without regard to the proviso therein and otherwise in accordance with Rules 456(b) and 457(r) under the Securities Act; (h) to apply the net proceeds from the sale of the Securities as described in the Disclosure Package and the Prospectus under the heading “Use of Proceeds”; and (i) not to take, directly or indirectly, any action designed to or that could reasonably be expected to cause or result in any stabilization or manipulation of the price of the Securities.

Further Agreements of the Company. The Company agrees with agrees, at its expense and without expense to the UnderwritersUnderwriter, as follows: 1. To give and to continue to give and supply whatever financial statements and other information that may be required by the Commission or the proper public bodies in the states in which the Notes may be qualified. 2. As soon as the Company is informed, to advise the Underwriter and to confirm the advice in writing: (a) to prepare the Final Term Sheet, substantially in the form of Schedule 3 hereto and approved by the Representatives and file the Final Term Sheet pursuant to Rule 433(d) of the Securities Act within the time period prescribed by such Rule; to prepare the Prospectus, as amended or supplemented, in relation to the Securities in a form approved by the Underwriters and to file or cause to be filed with the Commission such Prospectus, pursuant to Rule 424(b) under the Securities Act, within the time period prescribed by such Rule; to make no further amendment or any supplement to When the Registration Statement or Prospectus as amended or supplemented after the date of this Agreement and prior to the Closing Date which shall be disapproved by the Underwriters promptly after reasonable notice thereof; to advise the Underwriters promptly of any such amendment or supplement after such Closing Date and furnish the Underwriters with copies thereof and to file promptly all reports and any definitive proxy or information statements required to be filed by the Company with the Commission pursuant to Sections 13(a), 13(c), 14 or 15(dbecomes effective; (b) of the Exchange Act for so long as the delivery of a prospectus is required in connection with the offering or sale of such Securities, and during such same period to advise the Underwriters, promptly after it receives notice thereof, of the time when When any amendment to the Registration Statement has been filed or any supplement subsequent to the most recent Preliminary Prospectus and effective date of the Prospectus Registration Statement becomes effective; (c) Of any request of the Commission for amendments to the Registration Statement or any amended Prospectus has been filed with the Commissionrelated Prospectus, of or for additional information; (d) Of the issuance by the Commission of any stop order or of any order preventing or suspending the use of any prospectus relating to the Securities or any Issuer Free Writing Prospectus, effectiveness of the suspension of the qualification of such Securities for offering Registration Statement or sale in any jurisdiction, of the initiation or threatening of any proceeding for that purpose; (e) Of any such purpose, material adverse change in its financial position or operating condition and of any request by development materially affecting the Commission for Company or rendering untrue or misleading any material statement in the amending Registration Statement or supplementing the Prospectus. 3. To make every reasonable effort to prevent the issuance of any stop order suspending the effectiveness of the Registration Statement, any Preliminary Prospectus, the Prospectus or any Issuer Free Writing Prospectus or for additional information; and, in the event of the issuance of any such if a stop order or of is entered at any such order preventing or suspending the use of any prospectus relating to the Securities or suspending any such qualificationtime, to promptly use its best efforts to obtain the withdrawal of such order;the order at the earliest possible moment. (b) promptly from time to time to take such action as the Underwriters may reasonably request to qualify the Securities for offer and sale under the securities laws of such jurisdictions as the Underwriters may reasonably request and to comply with such laws so as to permit the continuance of sales and dealings therein in such jurisdictions for as long as may be necessary to complete the issuance and sale of the Securities; provided that in connection therewith the Company shall not be required to qualify as a foreign corporation, to file a general consent to service of process in any jurisdiction or to become subject to taxation in any jurisdiction in which it is not otherwise subject; (c) to furnish 4. To deliver to the Underwriters such number of conformed copies Underwriter, without charge, (a) prior to the effective date of the Registration Statement, as originally copies of each preliminary prospectus filed with the Commission bearing in red ink the statement required by the rules of the Commission, (b) on and each amendment thereto (excluding exhibits other than this Agreement), any Preliminary Prospectus, from time to time after the Final Term Sheet and any other Issuer Free Writing Prospectus, the Prospectus and all amendments and supplements to any effective date of such documents (including any document filed under the Exchange Act and deemed to be incorporated by reference in the Registration Statement, copies of the Prospectus and of any Preliminary Prospectus amended or the supplemented Prospectus), in each case and (c) as soon as they are available and in such quantities as the Representatives may from time to time after they are available, copies of each Prospectus prepared for the purpose of permitting compliance with Section 10 of the Act and of any amended or supplemented Prospectus. The number of copies to be delivered in each case shall be the number the Underwriter may reasonably request;. (d) during 5. To furnish, without cost, to the Underwriter one executed copy of the Registration Statement, including all exhibits and amendments, and a reasonable number of copies of the Registration Statement and amendments. 6. For the period in after the effective date of the Registration Statement during which the Prospectus relating to the Securities (or in lieu thereof, the notice referred to in Rule 173(a) of the Securities Act) is required by law to be delivered under used, but not after the Securities ActDelivery Date, to comply except in accordance with all requirements imposed upon it by the Securities ActArticle XII hereof, as from time to time in force, if any change occurs so far as is necessary to permit the continuance of sales of or dealings in the Securities as contemplated by the provisions of this Agreement and by the most recent Preliminary Prospectus and the Prospectus. If during such period any event occurs as a result of which the Disclosure Package or that the Prospectus as then amended or supplemented would include includes an untrue statement of a material fact or omit omits to state a material fact necessary in order to make the statements thereinin the Prospectus, in the light of the circumstances then existingunder which they are made, not misleading, or if during such period it is necessary forthwith to amend prepare and furnish to the Registration Statement or amend or supplement the Disclosure Package or Underwriter, without cost, supplements to the Prospectus or file any document an amended Prospectus correcting the untrue statement or supplying the omission. 7. If revision of the Prospectus pursuant to comply with the Securities Actprovisions of Section 10 of the Act becomes necessary, to promptly notify the Representatives and, subject to Section 4(a) hereof, amend the Registration Statement, amend or supplement the Disclosure Package or review the Prospectus, as the case may be, or to file any document (in each case, at the expense copies of the Company) so as to correct such statement or omission or to effect such complianceProspectus with the Commission, and to furnish without charge to each Underwriter as many written and electronic copies of the revised Prospectus to the Underwriter in whatever reasonable quantity they request. 8. To use its best efforts to cause the Notes to be qualified for sale on terms consistent with those stated in the effective Registration Statement under the Blue Sky laws in whatever states may be agreed upon. 9. Until the Delivery Date hereunder or the earlier termination hereof, except with the approval of the Underwriter, not to: (a) Undertake or authorize any such amendment change in its capital structure or supplement authorize or issue or permit any public offering of any shares of capital stock or additional Notes, except as the Representatives may from time to time reasonably requestprovided in this Agreement; (eb) to make generally available to security-holders Authorize, create, issue, or sell any funded obligations, notes or other evidences of indebtedness, except in the Company as soon as practicable, but in any event ordinary course of business and maturing not later more than eighteen nine months after the effective date of the Registration Statement (as defined in Rule 158(c) under the Securities Act), an earnings statement of the Company and its subsidiaries (which need not be audited) complying with Section 11(a) of the Securities Act (including, at the option of the Company, Rule 158 thereunder); (f) between from the date of this Agreement and the Closing Date, neither the Company, nor except as provided in this Agreement; or (c) Consolidate or merge with or into any other corporation or create any mortgage or lien upon any of its subsidiaries properties or other affiliates over which it exercises management assets except in the ordinary course of its business and except as provided in this Agreement. 10. To provide to Underwriter any reasonable additional information or voting control, nor any person acting on their behalf will, without documentation deemed by the prior written consent Underwriter to be necessary in the performance of the Representatives, offer, sell, contract to sell or otherwise dispose of any securities that are substantially similar to the SecuritiesUnderwriter's due diligence. (g) to pay the required Commission filing fees related to the Securities within the time period required by Rule 456(b)(1) under the Securities Act without regard to the proviso therein and otherwise in accordance with Rules 456(b) and 457(r) under the Securities Act; (h) to apply the net proceeds from the sale of the Securities as described in the Disclosure Package and the Prospectus under the heading “Use of Proceeds”; and (i) not to take, directly or indirectly, any action designed to or that could reasonably be expected to cause or result in any stabilization or manipulation of the price of the Securities.

Further Agreements of the Company. The Company agrees with further agrees, for the benefit of each of the Underwriters: (a) to To prepare the Final Term Sheet, substantially in the form of Schedule 3 hereto and approved by the Representatives and file the Final Term Sheet pursuant to Rule 433(d) of the Securities Act within the time period prescribed by such Rule; to prepare the Prospectus, as amended or supplemented, in relation to the Securities Prospectus in a form approved by the Underwriters which approval shall not be unreasonably withheld or delayed, and to file or cause to be filed with the Commission such Prospectus, Prospectus pursuant to Rule 424(b) under the Securities Act not later than Commission’s close of business on the second business day following the execution and delivery of this Agreement or, if applicable, such earlier time as may be required by Rule 430A(a)(3) under the Securities Act, within the time period prescribed by such Rule; to make no further amendment or any supplement to the Registration Statement or the Prospectus as amended or supplemented after the date of this Agreement and prior to the Closing Delivery Date which shall be disapproved by or to the Underwriters promptly after reasonable notice thereofTime of Sale Prospectus prior to its first use on the date hereof, except as permitted herein; to advise the Underwriters promptly of any such amendment or supplement after such Closing Date and furnish the Underwriters with copies thereof and to file promptly all reports and any definitive proxy or information statements required to be filed by the Company with the Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act for so long as the delivery of a prospectus is required in connection with the offering or sale of such Securities, and during such same period to advise the Underwriters, promptly after it receives notice thereof, of the time when any amendment to the Registration Statement has been filed or becomes effective or any supplement to the most recent Preliminary Time of Sale Prospectus and or the Prospectus or any amended Time of Sale Prospectus or Prospectus has been filed with the CommissionCommission and to furnish the Underwriters with copies thereof; to file promptly all reports and any definitive proxy or information statements required to be filed by the Company with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of the Prospectus and for so long as the delivery of a prospectus is required by applicable law in connection with the offering or sale of the Securities; to advise the Underwriters, promptly after it receives notice thereof, of the issuance by the Commission of any stop order or of any order preventing or suspending the use of any prospectus relating to Preliminary Prospectus, the Securities Time of Sale Prospectus or any Issuer Free Writing the Prospectus, of the suspension of the qualification of such the Securities for offering or sale in any jurisdiction, of the initiation or threatening of any proceeding for any such purpose, or of any request by the Commission for the amending or supplementing of the Registration Statement, any Preliminary Prospectus, the Time of Sale Prospectus or any Issuer Free Writing the Prospectus or for additional information; and, in the event of the issuance of any such stop order or of any such order preventing or suspending the use of any prospectus relating to Preliminary Prospectus, the Securities Time of Sale Prospectus or the Prospectus or suspending any such qualification, to use promptly use its reasonable best efforts to obtain the withdrawal of such orderits withdrawal; (b) To furnish promptly from time to time to take such action as the Underwriters may reasonably request and to qualify the Securities counsel for offer and sale under the securities laws of such jurisdictions as the Underwriters may reasonably request and to comply with such laws so as to permit the continuance of sales and dealings therein in such jurisdictions for as long as may be necessary to complete the issuance and sale a signed or facsimile signed copy of the Securities; provided that in connection therewith Registration Statement as originally filed with the Company shall not be required to qualify as a foreign corporationCommission, to file a general consent to service of process in any jurisdiction or to become subject to taxation in any jurisdiction in which it is not otherwise subjectand each amendment thereto filed with the Commission, including all consents and exhibits filed therewith; (c) to furnish To deliver promptly to the Underwriters such number of the following documents as the Underwriters shall reasonably request: (i) conformed copies of the Registration Statement, Statement as originally filed with the Commission and each amendment thereto (in each case excluding exhibits other than this Agreement), any exhibits) and (ii) each Preliminary Prospectus, the Final Term Sheet and any other Issuer Free Writing Time of Sale Prospectus, the Prospectus and all amendments and supplements to any amended or supplemented Preliminary Prospectus, Time of such documents (including any document filed under the Exchange Act and deemed to be incorporated by reference in the Registration Statement, any Preliminary Sale Prospectus or Prospectus, and, if the Prospectus), in each case as soon as available and in such quantities as the Representatives may from time to time reasonably request; (d) during the period in which the Prospectus relating to the Securities delivery of a prospectus (or in lieu thereof, thereof the notice referred to in Rule 173(a) of the Securities Act) is required to be delivered under at any time after the Effective Time in connection with the offering or sale of the Securities Actand, to comply with all requirements imposed upon it by the Securities Actif at such time, as from time to time in force, so far as is necessary to permit the continuance of sales of or dealings in the Securities as contemplated by the provisions of this Agreement and by the most recent Preliminary Prospectus and the Prospectus. If during such period any event occurs events shall have occurred as a result of which the Disclosure Package Time of the Sale Prospectus or the Prospectus Prospectus, as the case may be, as then amended or supplemented would include an untrue statement of a material fact or omit to state a any material fact necessary in order to make the statements therein, in the light of the circumstances then existingunder which they were made when such Time of Sale Prospectus or Prospectus is delivered (or in lieu thereof the notice referred to in Rule 173(a) of the Securities Act), not misleading, or or, if during such period for any other reason it is shall be necessary to amend the Registration Statement or amend or supplement the Disclosure Package Time of Sale Prospectus or the Prospectus or file any document in order to comply with the Securities Act, to promptly notify the Representatives Underwriters and, subject upon their request, to Section 4(aprepare and furnish without charge to the Underwriters and to any dealer in securities as many copies as the Underwriters may from time to time reasonably request of an amended or supplemented Time of Sale Prospectus or Prospectus which will correct such statement or omission or effect such compliance; (d) hereof, amend Before amending or supplementing the Registration Statement, the Time of Sale Prospectus or the Prospectus, to furnish to the Underwriters a copy of each such proposed amendment or supplement and not to file any such proposed amendment or supplement to which the Underwriters reasonably object, in each case, other than the free writing prospectus(es) identified on Schedule 2; (e) To file promptly with the Commission any amendment to the Registration Statement, the Time of Sale Prospectus or the Prospectus or any supplement to the Time of Sale Prospectus or the Prospectus that may, in the reasonable judgment of the Company or the Underwriters, be required by the Securities Act or is requested by the Commission; (f) To furnish to the Underwriters a copy of each proposed free writing prospectus to be prepared by or on behalf of, used by, or referred to by the Company and not to use or refer to any proposed free writing prospectus to which the Underwriters reasonably object, in each case, other than the free writing prospectus(es) identified on Schedule 2; (g) To obtain the Underwriters’ consent, not to be unreasonably withheld or delayed, before taking, or failing to take, any action that would cause the Company to be required to file a free writing prospectus pursuant to Rule 433(d) of the Securities Act, other than the free writing prospectus(es) listed in Schedule 2 hereto; (h) Not to take any action that would result in an Underwriter being required to file with the Commission pursuant to Rule 433(d) of the Securities Act a free writing prospectus prepared by or on behalf of the Underwriter that the Underwriter otherwise would not have been required to file thereunder; (i) If the Time of Sale Prospectus is being used to solicit offers to buy the Securities at a time when the Prospectus is not yet available to prospective purchasers and (A) any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Disclosure Package Time of Sale Prospectus in writing in order to make the statements therein, in the light of the circumstances under which they are made, not misleading, (B) if any event shall occur or condition exist as a result of which the ProspectusTime of Sale Prospectus conflicts with the information contained in the Registration Statement or (C) if, in the opinion of counsel for the Underwriters, it is necessary to amend or supplement the Time of Sale Prospectus to comply with applicable law, then the Company shall, with respect to clause (A) , (B) or (C), as the case may be, or forthwith prepare, file any document (in each casewith the Commission and furnish, at its own expense, to the expense Underwriters and to any dealer upon request, either amendments or supplements to the Time of Sale Prospectus so that statements in the Time of Sale Prospectus as so amended or supplemented (X) will not, in the light of the Companycircumstances under which they are made, when conveyed to a prospective purchaser, be misleading, (Y) so that the Time of Sale Prospectus, as to correct such statement amended or omission supplemented, will no longer conflict with the Registration Statement or to effect such compliance(Z) so that the Time of Sale Prospectus as so amended or supplemented otherwise complies with applicable law, and to furnish without charge to each Underwriter as many written and electronic copies of any such amendment or supplement as the Representatives case may from time to time reasonably requestbe; (ej) For so long as the delivery of a prospectus (or in lieu of thereof the notice referred to in Rule 173(a) of the Securities Act) is required in connection with the initial offering or sale of the Securities, prior to filing with the Commission any amendment to the Registration Statement or supplement to the Time of Sale Prospectus or the Prospectus and any document incorporated by reference in the Time of Sale Prospectus or in the Prospectus pursuant to Rule 424 of the Securities Act, to furnish a copy thereof to the Underwriters and counsel for the Underwriters and obtain the consent of the Underwriters to such filing; (k) As soon as practicable after the Effective Date, to make generally available to security-the Company’s security holders of and to deliver to the Company as soon as practicable, but in any event not later than eighteen months after the effective date of the Registration Statement (as defined in Rule 158(c) under the Securities Act), Underwriters an earnings statement of the Company and its subsidiaries (which need not be audited) complying with Section 11(a) of the Securities Act (including, at the option of the Company, Rule 158 thereunderof the Securities Act); (fl) between Promptly from time to time, to take such action as the date Representatives may reasonably request to qualify the Securities for offering and sale under the securities laws of this Agreement such jurisdictions in the United States as the Representatives may request and in such other jurisdictions as the Company and the Closing DateRepresentatives may mutually agree, neither and to comply with such laws so as to permit the Company, nor any continuance of its subsidiaries or other affiliates over which it exercises management or voting control, nor any person acting on their behalf will, without sales and dealings therein in such jurisdictions for as long as may be necessary to complete the prior written consent distribution of the RepresentativesSecurities; provided that, offerin connection therewith, sell, contract the Company shall not be required to sell qualify as a foreign corporation or otherwise dispose to file a general consent to service of process in any securities that are substantially similar to the Securities. (g) to pay the required Commission filing fees related to the Securities within the time period required by Rule 456(b)(1) under the Securities Act without regard to the proviso therein and otherwise in accordance with Rules 456(b) and 457(r) under the Securities Actjurisdiction; (hm) to apply the net proceeds from the sale of the Securities as described in the Disclosure Package and the Prospectus under the heading “Use of Proceeds”; and (i) not Not to take, directly or indirectly, any action which is designed to stabilize or that could manipulate, or which constitutes or which might reasonably be expected to cause or result in any stabilization or manipulation manipulation, of the price of any security of the Company in connection with the initial offering of the Securities (except after consultation with the Underwriters and as may be permitted by under federal securities laws); (n) To use its best efforts to cause the Securities to be accepted for clearance and settlement through the facilities of DTC; (o) To execute and deliver the Supplemental Indenture in form and substance reasonably satisfactory to the Underwriters; (p) To apply the net proceeds from the issuance of the Securities as set forth under “Use of Proceeds” in the Prospectus; (q) To take such steps as shall be necessary to ensure that the Company and its Significant Subsidiaries shall not become an “investment company” as defined, and subject to regulation, under the Investment Company Act; (r) To take all reasonable action necessary to enable the rating agencies identified in Section 7(n) to provide their respective rating of the Securities; and (s) For a period of 30 days after the date of the Prospectus not to (i) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of, directly or indirectly, any debt securities of the Company with a maturity of three years or longer or any other securities that are substantially similar to the Securities or any securities convertible into or exercisable or exchangeable for such debt securities of the Company (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of any of the Securities or such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of such debt securities of the Company or such other securities, in cash or otherwise without the prior written consent of the Underwriters, which shall not be unreasonably withheld or delayed, except that the foregoing restrictions shall not apply to the issuance of the Securities to be sold hereunder.

Further Agreements of the Company. The Company agrees with agrees, at its expense and without expense to the UnderwritersUnderwriter, as follows: 1. To give and to continue to give and supply whatever consolidated financial statements and other information that may be required by the Commission or the proper public bodies in the states in which the Notes may be qualified. 2. As soon as the Company is informed, to advise the Underwriter and to confirm the advice in writing: (a) to prepare the Final Term Sheet, substantially in the form of Schedule 3 hereto and approved by the Representatives and file the Final Term Sheet pursuant to Rule 433(d) of the Securities Act within the time period prescribed by such Rule; to prepare the Prospectus, as amended or supplemented, in relation to the Securities in a form approved by the Underwriters and to file or cause to be filed with the Commission such Prospectus, pursuant to Rule 424(b) under the Securities Act, within the time period prescribed by such Rule; to make no further amendment or any supplement to When the Registration Statement or Prospectus as amended or supplemented after the date of this Agreement and prior to the Closing Date which shall be disapproved by the Underwriters promptly after reasonable notice thereof; to advise the Underwriters promptly of any such amendment or supplement after such Closing Date and furnish the Underwriters with copies thereof and to file promptly all reports and any definitive proxy or information statements required to be filed by the Company with the Commission pursuant to Sections 13(a), 13(c), 14 or 15(dbecomes effective; (b) of the Exchange Act for so long as the delivery of a prospectus is required in connection with the offering or sale of such Securities, and during such same period to advise the Underwriters, promptly after it receives notice thereof, of the time when When any amendment to the Registration Statement has been filed or any supplement subsequent to the most recent Preliminary Prospectus and effective date of the Prospectus Registration Statement becomes effective; (c) Of any request of the Commission for amendments to the Registration Statement or any amended Prospectus has been filed with the Commissionrelated Prospectus, of or for additional information; (d) Of the issuance by the Commission of any stop order or of any order preventing or suspending the use of any prospectus relating to the Securities or any Issuer Free Writing Prospectus, effectiveness of the suspension of the qualification of such Securities for offering Registration Statement or sale in any jurisdiction, of the initiation or threatening of any proceeding for that purpose; (e) Of any such purpose, material adverse change in its financial position or operating condition and of any request by development materially affecting the Commission for Company or rendering untrue or misleading any material statement in the amending Registration Statement or supplementing the Prospectus. 3. To make every reasonable effort to prevent the issuance of any stop order suspending the effectiveness of the Registration Statement, any Preliminary Prospectus, the Prospectus or any Issuer Free Writing Prospectus or for additional information; and, in the event of the issuance of any such if a stop order or of is entered at any such order preventing or suspending the use of any prospectus relating to the Securities or suspending any such qualificationtime, to promptly use its best efforts to obtain the withdrawal of such order;the order at the earliest possible moment. (b) promptly from time to time to take such action as the Underwriters may reasonably request to qualify the Securities for offer and sale under the securities laws of such jurisdictions as the Underwriters may reasonably request and to comply with such laws so as to permit the continuance of sales and dealings therein in such jurisdictions for as long as may be necessary to complete the issuance and sale of the Securities; provided that in connection therewith the Company shall not be required to qualify as a foreign corporation, to file a general consent to service of process in any jurisdiction or to become subject to taxation in any jurisdiction in which it is not otherwise subject; (c) to furnish 4. To deliver to the Underwriters such number of conformed copies Underwriter, without charge, (a) prior to the effective date of the Registration Statement, as originally copies of each preliminary prospectus filed with the Commission bearing in red ink the statement required by the rules of the Commission, (b) on and each amendment thereto (excluding exhibits other than this Agreement), any Preliminary Prospectus, from time to time after the Final Term Sheet and any other Issuer Free Writing Prospectus, the Prospectus and all amendments and supplements to any effective date of such documents (including any document filed under the Exchange Act and deemed to be incorporated by reference in the Registration Statement, copies of the Prospectus and of any Preliminary Prospectus amended or the supplemented Prospectus), in each case and (c) as soon as they are available and in such quantities as the Representatives may from time to time after they are available, copies of each Prospectus prepared for the purpose of permitting compliance with Section 10 of the Act and of any amended or supplemented Prospectus. The number of copies to be delivered in each case shall be the number the Underwriter may reasonably request;. (d) during 5. To furnish, without cost, to the Underwriter one executed copy of the Registration Statement, including all exhibits and amendments, and a reasonable number of copies of the Registration Statement and amendments. 6. For the period in after the effective date of the Registration Statement during which the Prospectus relating to the Securities (or in lieu thereof, the notice referred to in Rule 173(a) of the Securities Act) is required by law to be delivered under used, but not after the Securities ActDelivery Date, to comply except in accordance with all requirements imposed upon it by the Securities ActArticle XII hereof, as from time to time in force, if any change occurs so far as is necessary to permit the continuance of sales of or dealings in the Securities as contemplated by the provisions of this Agreement and by the most recent Preliminary Prospectus and the Prospectus. If during such period any event occurs as a result of which the Disclosure Package or that the Prospectus as then amended or supplemented would include includes an untrue statement of a material fact or omit omits to state a material fact necessary in order to make the statements thereinin the Prospectus, in the light of the circumstances then existingunder which they are made, not misleading, or if during such period it is necessary forthwith to amend prepare and furnish to the Registration Statement or amend or supplement the Disclosure Package or Underwriter, without cost, supplements to the Prospectus or file any document an amended Prospectus correcting the untrue statement or supplying the omission. 7. If revision of the Prospectus pursuant to comply with the Securities Actprovisions of Section 10 of the Act becomes necessary, to promptly notify the Representatives and, subject to Section 4(a) hereof, amend the Registration Statement, amend or supplement the Disclosure Package or review the Prospectus, as the case may be, or to file any document (in each case, at the expense copies of the Company) so as to correct such statement or omission or to effect such complianceProspectus with the Commission, and to furnish without charge to each Underwriter as many written and electronic copies of the revised Prospectus to the Underwriter in whatever reasonable quantity they request. 8. To use its best efforts to cause the Notes to be qualified for sale on terms consistent with those stated in the effective Registration Statement under the Blue Sky laws in whatever states may be agreed upon. 9. Until the Delivery Date hereunder or the earlier termination hereof, except with the approval of the Underwriter, not to: (a) Undertake or authorize any such amendment change in its capital structure or supplement authorize or issue or permit any public offering of any shares of capital stock or additional Notes, except as the Representatives may from time to time reasonably requestprovided in this Agreement; (eb) to make generally available to security-holders Authorize, create, issue, or sell any funded obligations, notes or other evidences of indebtedness greater than $1,000,000, except in the Company as soon as practicable, but in any event ordinary course of business and maturing not later more than eighteen months after the effective date of the Registration Statement (as defined in Rule 158(c) under the Securities Act), an earnings statement of the Company and its subsidiaries (which need not be audited) complying with Section 11(a) of the Securities Act (including, at the option of the Company, Rule 158 thereunder); (f) between one year from the date of this Agreement and the Closing Date, neither the Company, nor except as provided in this Agreement; or (c) Consolidate or merge with or into any other corporation or create any mortgage or lien upon any of its subsidiaries properties or other affiliates over which it exercises management assets except in the ordinary course of its business and except as provided in this Agreement. 10. To provide to Underwriter any reasonable additional information or voting control, nor any person acting on their behalf will, without documentation deemed by the prior written consent Underwriter to be necessary in the performance of the Representatives, offer, sell, contract to sell or otherwise dispose of any securities that are substantially similar to the SecuritiesUnderwriter's due diligence. (g) to pay the required Commission filing fees related to the Securities within the time period required by Rule 456(b)(1) under the Securities Act without regard to the proviso therein and otherwise in accordance with Rules 456(b) and 457(r) under the Securities Act; (h) to apply the net proceeds from the sale of the Securities as described in the Disclosure Package and the Prospectus under the heading “Use of Proceeds”; and (i) not to take, directly or indirectly, any action designed to or that could reasonably be expected to cause or result in any stabilization or manipulation of the price of the Securities.

Further Agreements of the Company. The Company further agrees with the UnderwritersManaging Agents as follows: (a) To use its best efforts to prepare cause the Final Term SheetRegistration Statement to become effective under the Securities Act as promptly as possible and notify the Managing Agents immediately, substantially and confirm such notice in writing, (i) when the form of Schedule 3 hereto Registration Statement and approved by any post-effective amendment thereto become effective under the Representatives and file the Final Term Sheet pursuant to Rule 433(dSecurities Act, (ii) of the receipt of any comments from the SEC or the “blue sky” or securities authority of any jurisdiction regarding the Registration Statement, any post-effective amendment thereto, the Prospectus, or any amendment or supplement thereto, (iii) of the filing with the SEC of any supplement to the Prospectus, and (iv) of the receipt of any notification with respect to a Stop Order. The Company will use its best efforts to prevent the issuance of any Stop Order and, if and if any Stop Order is issued, to obtain the lifting thereof as promptly as possible. If the Registration Statement has become or becomes effective under the Securities Act with a form of prospectus omitting information under Rule 430A of Regulation C promulgated under the Securities Act, or filing of the prospectus with the SEC is otherwise required under Rule 424(b) of Regulation C, the Company will file with the SEC the Prospectus, properly completed, pursuant to such rule within the time period prescribed by such Rule; to prepare the Prospectus, as amended or supplemented, in relation and will provide evidence satisfactory to the Securities in a form approved by the Underwriters and to file or cause to be filed with the Commission such Prospectus, pursuant to Rule 424(b) under the Securities Act, within the time period prescribed by such Rule; to make no further amendment or any supplement to the Registration Statement or Prospectus as amended or supplemented after the date of this Agreement and prior to the Closing Date which shall be disapproved by the Underwriters promptly after reasonable notice thereof; to advise the Underwriters promptly of any such amendment or supplement after such Closing Date and furnish the Underwriters with copies thereof and to file promptly all reports and any definitive proxy or information statements required to be filed by the Company with the Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act for so long as the delivery of a prospectus is required in connection with the offering or sale Managing Agents of such Securities, and during such same period to advise the Underwriters, promptly after it receives notice thereof, of the time when any amendment to the Registration Statement has been filed or any supplement to the most recent Preliminary Prospectus and the Prospectus or any amended Prospectus has been filed with the Commission, of the issuance by the Commission of any stop order or of any order preventing or suspending the use of any prospectus relating to the Securities or any Issuer Free Writing Prospectus, of the suspension of the qualification of such Securities for offering or sale in any jurisdiction, of the initiation or threatening of any proceeding for any such purpose, or of any request by the Commission for the amending or supplementing of the Registration Statement, any Preliminary Prospectus, the Prospectus or any Issuer Free Writing Prospectus or for additional information; and, in the event of the issuance of any such stop order or of any such order preventing or suspending the use of any prospectus relating to the Securities or suspending any such qualification, to promptly use its best efforts to obtain the withdrawal of such order;timely filing. (b) promptly from During the time to time to take such action as the Underwriters may reasonably request to qualify the Securities for offer and sale under the securities laws of such jurisdictions as the Underwriters may reasonably request and to comply with such laws so as to permit the continuance of sales and dealings therein in such jurisdictions for as long as may be necessary to complete the issuance and sale of the Securities; provided that in connection therewith the Company shall not be required to qualify as when a foreign corporation, to file a general consent to service of process in any jurisdiction or to become subject to taxation in any jurisdiction in which it is not otherwise subject; (c) to furnish to the Underwriters such number of conformed copies of the Registration Statement, as originally filed and each amendment thereto (excluding exhibits other than this Agreement), any Preliminary Prospectus, the Final Term Sheet and any other Issuer Free Writing Prospectus, the Prospectus and all amendments and supplements to any of such documents (including any document filed under the Exchange Act and deemed to be incorporated by reference in the Registration Statement, any Preliminary Prospectus or the Prospectus), in each case as soon as available and in such quantities as the Representatives may from time to time reasonably request; (d) during the period in which the Prospectus relating to the Securities (or in lieu thereof, the notice referred to in Rule 173(a) of the Securities Act) is required to be delivered hereunder or under the Securities ActActs or regulations promulgated by the SEC, to comply with all the requirements imposed upon it by the Securities Act, as now existing and hereafter amended, and by the rules and regulations promulgated thereunder, as from time to time in force, so far as is necessary to permit the continuance of the sales of or dealings in the Securities as contemplated in accordance with the provisions hereof. If, at any time when a Prospectus relating to the Securities is required to be delivered hereunder or under the rules or the regulations promulgated by the provisions of this Agreement and by the most recent Preliminary Prospectus and the Prospectus. If during such period SEC, any event occurs shall have occurred as a result of which which, in the Disclosure Package reasonable opinion of counsel for the Company or counsel for the Managing Agents, the Registration Statement or the Prospectus prospectus as then amended or supplemented would include an contains any untrue statement of a material fact or omit omits to state a any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances then existing, therein not misleading, or if during if, the in the reasonable opinion of either of such period counsel, it is necessary at any time to amend or supplement the Registration Statement or amend or supplement the Disclosure Package or the Prospectus or file any document prospectus to comply with the Securities ActAct and the rules and regulations promulgated thereunder, to promptly the Company will immediately notify the Representatives and, subject to Section 4(a) hereof, amend Managing Agents and promptly prepare and file with the Registration Statement, amend SEC an appropriate amendment or supplement the Disclosure Package or the Prospectus, as the case may be, or file any document (in each case, at form and substance satisfactory to the expense of the CompanyManaging Agents) so as to which will correct such statement or omission or to of which will effect such compliance, compliance and will use its best efforts to furnish without charge to each Underwriter as many written and electronic copies of have any such amendment or supplement as the Representatives may from time to time reasonably request; (e) to make generally available to security-holders of the Company as soon as practicable, but in any event not later than eighteen months after the declared effective date of the Registration Statement (as defined in Rule 158(c) under the Securities Act), an earnings statement of the Company and its subsidiaries (which need not be audited) complying with Section 11(a) of the Securities Act (including, at the option of the Company, Rule 158 thereunder); (f) between the date of this Agreement and the Closing Date, neither the Company, nor any of its subsidiaries or other affiliates over which it exercises management or voting control, nor any person acting on their behalf will, without the prior written consent of the Representatives, offer, sell, contract to sell or otherwise dispose of any securities that are substantially similar to the Securities. (g) to pay the required Commission filing fees related to the Securities within the time period required by Rule 456(b)(1) under the Securities Act without regard to the proviso therein and otherwise in accordance with Rules 456(b) and 457(r) under the Securities Act;as soon as possible. (hc) The Company will use its best efforts to apply the net proceeds from register or qualify the sale of the Securities in such States as described in shall be reasonably requested by the Disclosure Package and the Prospectus under the heading “Use of Proceeds”; andManaging Agents. (id) not The Company will deliver to take, directly or indirectly, any action designed to or that could reasonably be expected to cause or result in any stabilization or manipulation the Managing Agents as many copies of the price Preliminary Prospectus the Managing Agents may reasonably request during the period following the filing of the SecuritiesRegistration Statement and each amendment thereto. The Company will deliver to the Managing Agents as many copies of the Final Prospectus and each post-effective amendment of the Registration Statement, as the Managing Agents may reasonably request during the period of the offering and for ninety (90) days after the closing date, (e) The Company will file with the Commission and any appropriate State securities commissioners any sales and other reports required by the rules and regulations of such agencies and will promptly supply copies to the Managing Agents. (f) The Company will notify the Managing Agents a reasonable amount of time in advance of any additional issuance of shares following a successful closing, for a period of two years following the Final Closing Date, except upon the issuance of shares underlying warrants outstanding on the closing date and shares issued pursuant to any duly adopted directors or employees stock or stock option or equivalent plan, the issuance of which Company will notify the Managing Agents within five business days following such issuance.

Further Agreements of the Company. The Company agrees with the Underwritersagrees: (a) to To prepare the Final Term Sheet, substantially in the form of Schedule 3 hereto and approved by the Representatives and file the Final Term Sheet pursuant to Rule 433(d) of the Securities Act within the time period prescribed by such Rule; to prepare the Prospectus, as amended or supplemented, in relation to the Securities Prospectus in a form approved by reasonably satisfactory to the Underwriters Selling Agent and to file or cause to be filed with the Commission such Prospectus, Prospectus pursuant to Rule 424(b) under the Securities Act, within the time period prescribed by such Rule; to make no further amendment or any supplement to the Registration Statement or to the Prospectus as amended or supplemented after the date of this Agreement and prior to the last Closing Date which shall be disapproved by the Underwriters promptly after reasonable notice thereofexcept as permitted herein; to advise the Underwriters Selling Agent, promptly after it receives notice thereof, of the time when any such amendment to the Registration Statement has been filed or becomes effective or any supplement after such Closing Date to the Prospectus or any amended Prospectus has been filed and to furnish the Underwriters Selling Agent with copies thereof and thereof; to file promptly all reports and any definitive proxy or information statements required to be filed by the Company with the Commission pursuant to Sections Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of the Prospectus and for so long as the delivery of a prospectus is required in connection with the offering or sale of such Securities, and during such same period the Stock; to advise the UnderwritersSelling Agent, promptly after it receives notice thereof, of the time when any amendment to the Registration Statement has been filed or any supplement to the most recent Preliminary Prospectus and the Prospectus or any amended Prospectus has been filed with the Commission, of the issuance by the Commission of any stop order or of any order preventing or suspending the use of any prospectus relating to Preliminary Prospectus or the Securities or any Issuer Free Writing Prospectus, of the suspension of the qualification of such Securities the Stock for offering or sale in any jurisdiction, of the initiation or threatening of any proceeding for any such purpose, or of any request by the Commission for the amending or supplementing of the Registration Statement, any Preliminary Prospectus, Statement or the Prospectus or any Issuer Free Writing Prospectus or for additional information; and, in the event of the issuance of any such stop order or of any such order preventing or suspending the use of any prospectus relating to Preliminary Prospectus or the Securities Prospectus or suspending any such qualification, to use promptly use its best efforts to obtain the withdrawal of such orderits withdrawal; (b) To furnish promptly to each of the Selling Agent and to counsel for the Selling Agent a copy of the Registration Statement as originally filed with the Commission, and each amendment thereto filed with the Commission, including all consents and exhibits filed therewith; (c) To deliver promptly to the Selling Agent such number of the following documents as the Selling Agent shall reasonably request: (i) conformed copies of the Registration Statement as originally filed with the Commission and each amendment thereto (in each case excluding exhibits other than this Agreement and any computation of per share earnings), (ii) each Preliminary Prospectus, the Prospectus and any amended or supplemented Prospectus and (iii) any document incorporated by reference in the Prospectus (excluding exhibits thereto); and, if the delivery of a prospectus is required at any time after the Effective Time in connection with the offering or sale of the Stock or any other securities relating thereto and if at such time any events shall have occurred as a result of which the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made when such Prospectus is delivered, not misleading, or, if for any other reason it shall be necessary to amend or supplement the Prospectus or to file under the Exchange Act any document incorporated by reference in the Prospectus in order to comply with the Securities Act or the Exchange Act, to notify the Selling Agent and to file such document and, upon their request, to prepare and furnish without charge to the Selling Agent as many copies as the Selling Agent may from time to time reasonably request of an amended or supplemented Prospectus which will correct such statement or omission or effect such compliance; (d) To file promptly with the Commission any amendment to the Registration Statement or the Prospectus or any supplement to the Prospectus that may, in the judgment of the Company or the Selling Agent, be required by the Securities Act or requested by the Commission; (e) Prior to filing with the Commission any amendment to the Registration Statement or supplement to the Prospectus, any document incorporated by reference in the Prospectus or any Prospectus pursuant to Rule 424 of the Rules and Regulations, to notify the Selling Agent and to furnish a copy thereof to the Selling Agent and its counsel; (f) As soon as practicable after the Effective Date, to make generally available to the Company's security holders and to deliver to the Selling Agent an earning statement of the Company and its subsidiaries (which need not be audited) complying with Section 11(a) of the Securities Act and the Rules and Regulations (including, at the option of the Company, Rule 158); (g) For a period of five years following the Effective Date, to furnish to the Selling Agent copies of all materials furnished by the Company to its shareholders and all public reports and all reports and financial statements furnished by the Company to the principal national securities exchange upon which the Common Stock may be listed pursuant to requirements of or agreements with such exchange or to the Commission pursuant to the Exchange Act or any rule or regulation of the Commission thereunder; provided, that so long as such reports are available through XXXXX or any successor online system of the Commission, no copies need be provided to the Selling Agent; (h) Promptly from time to time to take such action as the Underwriters Selling Agent may reasonably request to qualify the Securities Stock for offer offering and sale under the securities laws of such jurisdictions as the Underwriters Selling Agent may reasonably request and to comply with such laws so as to permit the continuance of sales and dealings therein in such jurisdictions for as long as may be necessary to complete the issuance and sale distribution of the SecuritiesStock; provided that in connection therewith the Company shall not be required to qualify as a foreign corporation, corporation or to file a general consent to service of process in any jurisdiction or to become subject to taxation in any jurisdiction in which it is not otherwise subjectjurisdiction; (ci) For a period of 90 days from the date of the Prospectus, not to, directly or indirectly, (1) offer for sale, sell, pledge or otherwise dispose of (or enter into any transaction or device which is designed to, or could be expected to, result in the disposition by any person at any time in the future of) any shares of Stock or securities convertible into or exchangeable for Stock (other than the Stock and shares issued pursuant to employee benefit plans, qualified stock option plans or other employee compensation plans or dividend reinvestment and stock purchase plans existing on the date hereof or pursuant to currently outstanding options, warrants or rights or any options issued pursuant to the foregoing plans subsequent to the date hereof ), or sell or grant options, rights or warrants with respect to any shares of Stock or securities convertible into or exchangeable for Stock (other than the grant of options pursuant to option plans existing on the date hereof), or (2) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of such shares of Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Stock or other securities, in cash or otherwise, in each case without the prior written consent of the Selling Agent, which consent shall not be unreasonably withheld, provided, however, the Company may engage in any transaction described in clause (1) or (2) above in connection with the purchase by the Company of substantially all of the assets or stock of another entity, or a merger, consolidation or exchange, provided the Company provides the Selling Agent with five (5) business days prior written notice thereof; and to cause each officer and director of the Company to furnish to the Underwriters Selling Agent, prior to the First Closing Date, a letter or letters, in form and substance reasonably satisfactory to counsel for the Selling Agent, pursuant to which each such number person shall agree not to, directly or indirectly, (A) offer for sale, sell, pledge or otherwise dispose of conformed copies (or enter into any transaction or device which is designed to, or could be expected to, result in the disposition by any person at any time in the future of) any shares of Stock or securities convertible into or exchangeable for Stock or (B) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the Registration Statement, as originally filed and each amendment thereto (excluding exhibits other than this Agreement), any Preliminary Prospectus, the Final Term Sheet and any other Issuer Free Writing Prospectus, the Prospectus and all amendments and supplements to any economic benefits or risks of ownership of such documents shares of Stock, whether any such transaction described in clause (including any document filed under the Exchange Act and deemed A) or (B) above is to be incorporated settled by reference delivery of Stock or other securities, in the Registration Statement, any Preliminary Prospectus cash or the Prospectus)otherwise, in each case as soon as available and in such quantities as for a period of 90 days from the Representatives may from time to time reasonably request; (d) during the period in which the Prospectus relating to the Securities (or in lieu thereof, the notice referred to in Rule 173(a) of the Securities Act) is required to be delivered under the Securities Act, to comply with all requirements imposed upon it by the Securities Act, as from time to time in force, so far as is necessary to permit the continuance of sales of or dealings in the Securities as contemplated by the provisions of this Agreement and by the most recent Preliminary Prospectus and the Prospectus. If during such period any event occurs as a result of which the Disclosure Package or the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances then existing, not misleading, or if during such period it is necessary to amend the Registration Statement or amend or supplement the Disclosure Package or the Prospectus or file any document to comply with the Securities Act, to promptly notify the Representatives and, subject to Section 4(a) hereof, amend the Registration Statement, amend or supplement the Disclosure Package or the Prospectus, as the case may be, or file any document (in each case, at the expense of the Company) so as to correct such statement or omission or to effect such compliance, and to furnish without charge to each Underwriter as many written and electronic copies of any such amendment or supplement as the Representatives may from time to time reasonably request; (e) to make generally available to security-holders of the Company as soon as practicable, but in any event not later than eighteen months after the effective date of the Registration Statement (as defined in Rule 158(c) under the Securities Act), an earnings statement of the Company and its subsidiaries (which need not be audited) complying with Section 11(a) of the Securities Act (including, at the option of the Company, Rule 158 thereunder); (f) between the date of this Agreement and the Closing Date, neither the Company, nor any of its subsidiaries or other affiliates over which it exercises management or voting control, nor any person acting on their behalf willProspectus, without the prior written consent of the RepresentativesSelling Agent, offer, sell, contract to sell or otherwise dispose of any securities that are substantially similar to the Securities. (g) to pay the required Commission filing fees related to the Securities within the time period required by Rule 456(b)(1) under the Securities Act without regard to the proviso therein and otherwise in accordance with Rules 456(b) and 457(r) under the Securities Actwhich consent shall not be unreasonably withheld; (hj) to To apply the net proceeds from the sale of the Securities Stock being sold by the Company as described set forth in the Disclosure Package Prospectus; (k) Prior to the Effective Date, to apply for the listing of the Stock on the NASDAQ National Market System and to use its best efforts to complete that listing, subject only to official notice of issuance, prior to the Prospectus under the heading “Use of Proceeds”First Closing Date; and (il) not To take such steps as shall be necessary to take, directly or indirectly, ensure that neither the Company nor any action designed to or that could reasonably be expected to cause or result in any stabilization or manipulation subsidiary shall become an "investment company" within the meaning of such term under the Investment Company Act of 1940 and the rules and regulations of the price of the SecuritiesCommission thereunder.

Further Agreements of the Company. The Company agrees with the Underwriters: (a) to prepare the Final Term Sheet, substantially in the form of Schedule 3 hereto and approved by the Representatives and file the Final Term Sheet pursuant to Rule 433(d) of the Securities Act within the time period prescribed by such Rule; to prepare the Prospectus, as amended or supplemented, in relation to the Securities in a form approved by the Underwriters and to file or cause to be filed with the Commission such Prospectus, pursuant to Rule 424(b) under the Securities Act, within the time period prescribed by such Rule; to make no further amendment or any supplement to the Registration Statement or Prospectus as amended or supplemented after the date of this Agreement and prior to the Closing Date which shall be disapproved by the Underwriters promptly after reasonable notice thereof; to advise the Underwriters promptly of any such amendment or supplement after such Closing Date and furnish the Underwriters with copies thereof and to file promptly all reports and any definitive proxy or information statements required to be filed by the Company with the Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act for so long as the delivery of a prospectus is required in connection with the offering or sale of such Securities, and during such same period to advise the Underwriters, promptly after it receives notice thereof, of the time when any amendment to the Registration Statement has been filed or any supplement to the most recent Preliminary Prospectus and the Prospectus or any amended Prospectus has been filed with the Commission, of the issuance by the Commission of any stop order or of any order preventing or suspending the use of any prospectus relating to the Securities or any Issuer Free Writing Prospectus, of the suspension of the qualification of such Securities for offering or sale in any jurisdiction, of the initiation or threatening of any proceeding for any such purpose, or of any request by the Commission for the amending or supplementing of the Registration Statement, any Preliminary Prospectus, the Prospectus or any Issuer Free Writing Prospectus or for additional information; and, in the event of the issuance of any such stop order or of any such order preventing or suspending the use of any prospectus relating to the Securities or suspending any such qualification, to promptly use its best efforts to obtain the withdrawal of such order; (b) promptly from time to time to take such action as the Underwriters may reasonably request to qualify the Securities for offer and sale under the securities laws of such jurisdictions as the Underwriters may reasonably request and to comply with such laws so as to permit the continuance of sales and dealings therein in such jurisdictions for as long as may be necessary to complete the issuance and sale of the Securities; provided that in connection therewith the Company shall not be required to qualify as a foreign corporation, to file a general consent to service of process in any jurisdiction or to become subject to taxation in any jurisdiction in which it is not otherwise subject; (c) to furnish to the Underwriters such number of conformed copies of the Registration Statement, as originally filed and each amendment thereto (excluding exhibits other than this Agreement), any Preliminary Prospectus, the Final Term Sheet and any other Issuer Free Writing Prospectus, the Prospectus and all amendments and supplements to any of such documents (including any document filed under the Exchange Act and deemed to be incorporated by reference in the Registration Statement, any Preliminary Prospectus or the Prospectus), in each case as soon as available and in such quantities as the Representatives may from time to time reasonably request; (d) during the period in which the Prospectus relating to the Securities (or in lieu thereof, the notice referred to in Rule 173(a) of the Securities Act) is required to be delivered under the Securities Act, to comply with all requirements imposed upon it by the Securities Act, as from time to time in force, so far as is necessary to permit the continuance of sales of or dealings in the Securities as contemplated by the provisions of this Agreement and by the most recent Preliminary Prospectus and the Prospectus. If during such period any event occurs as a result of which the Disclosure Package or the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances then existing, not misleading, or if during such period it is necessary to amend the Registration Statement or amend or supplement the Disclosure Package or the Prospectus or file any document to comply with the Securities Act, to promptly notify the Representatives and, subject to Section 4(a) hereof, amend the Registration Statement, amend or supplement the Disclosure Package or the Prospectus, as the case may be, or file any document (in each case, at the expense of the Company) so as to correct such statement or omission or to effect such compliance, and to furnish without charge to each Underwriter as many written and electronic copies of any such amendment or supplement as the Representatives may from time to time reasonably request; (e) to make generally available to security-holders of the Company as soon as practicable, but in any event not later than eighteen months after the effective date of the Registration Statement (as defined in Rule 158(c) under the Securities Act), an earnings statement of the Company and its subsidiaries (which need not be audited) complying with Section 11(a) of the Securities Act (including, at the option of the Company, Rule 158 thereunder); (f) between for a period of 30 days after the date of this Agreement and the Closing DateAgreement, neither the Company, nor any of its subsidiaries or other affiliates over which it exercises management or voting control, nor any person acting on their behalf will, without the prior written consent of the Representatives, offer, sell, contract to sell or otherwise dispose of any securities that are substantially similar to the Securities. (g) to pay the required Commission filing fees related to the Securities within the time period required by Rule 456(b)(1) under the Securities Act without regard to the proviso therein and otherwise in accordance with Rules 456(b) and 457(r) under the Securities Act; (h) to apply the net proceeds from the sale of the Securities as described in the Disclosure Package and the Prospectus under the heading “Use of Proceeds”; and (i) not to take, directly or indirectly, any action designed to or that could reasonably be expected to cause or result in any stabilization or manipulation of the price of the Securities.

Further Agreements of the Company. The Company covenants and agrees with the Underwritersas follows: (a) to The Company will (i) prepare the Final Term Sheet, substantially in the form of Schedule 3 hereto and approved by the Representatives and timely file the Final Term Sheet pursuant to Rule 433(d) of the Securities Act within the time period prescribed by such Rule; to prepare the Prospectus, as amended or supplemented, in relation to the Securities in a form approved by the Underwriters and to file or cause to be filed with the Commission such Prospectus, pursuant to under Rule 424(b) under the Securities Act, within a Prospectus containing information previously omitted at the time period prescribed by such Rule; to make no further amendment or any supplement to of effectiveness of the Registration Statement or Prospectus as amended or supplemented after the date of this Agreement in reliance on Rule 430A and prior to the Closing Date which shall be disapproved by the Underwriters promptly after reasonable notice thereof; to advise the Underwriters promptly of any such amendment or supplement after such Closing Date and furnish the Underwriters with copies thereof and to (ii) not file promptly all reports and any definitive proxy or information statements required to be filed by the Company with the Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act for so long as the delivery of a prospectus is required in connection with the offering or sale of such Securities, and during such same period to advise the Underwriters, promptly after it receives notice thereof, of the time when any amendment to the Registration Statement has been filed or any supplement to the most recent Preliminary 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. (b) The Company will promptly notify each Underwriter in the event of (i) the request by the Commission for amendment of the Registration Statement or for supplement to the Prospectus or for any amended Prospectus has been filed with the Commissionadditional information, of (ii) the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement, (iii) the institution or notice of intended institution of any order preventing action or suspending proceeding for that purpose, (iv) the use receipt by the Company of any prospectus relating notification with respect to the Securities or any Issuer Free Writing Prospectus, of the suspension of the qualification of such Securities the Stock for offering or sale in any jurisdiction, or (v) the receipt by it of notice of the initiation or threatening of any proceeding for any such purpose, or of any request by the Commission for the amending or supplementing of the Registration Statement, any Preliminary Prospectus, the Prospectus or any Issuer Free Writing Prospectus or for additional information; and, in the event of . The Company will make every reasonable effort to prevent the issuance of any such a stop order or of and, if such an order shall at any such order preventing or suspending the use of any prospectus relating to the Securities or suspending any such qualificationtime be issued, to promptly use its best efforts to obtain the withdrawal of such order;thereof at the earliest possible moment. (bc) The Company will (i) 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 7 of additional conformed copies of each of the foregoing (but without exhibits) so that one copy of each may be distributed to each Underwriter, (ii) 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 (iii) thereafter from time to time to take such action as the Underwriters may reasonably request to qualify the Securities for offer and sale under the securities laws of such jurisdictions as the Underwriters may reasonably request and to comply with such laws so as to permit the continuance of sales and dealings therein in such jurisdictions for as long as may be necessary to complete the issuance and sale of the Securities; provided that in connection therewith the Company shall not be required to qualify as a foreign corporation, to file a general consent to service of process in any jurisdiction or to become subject to taxation in any jurisdiction in which it is not otherwise subject; (c) to furnish to the Underwriters such number of conformed copies of the Registration Statement, as originally filed and each amendment thereto (excluding exhibits other than this Agreement), any Preliminary Prospectus, the Final Term Sheet and any other Issuer Free Writing Prospectus, the Prospectus and all amendments and supplements to any of such documents (including any document filed under the Exchange Act and deemed to be incorporated by reference in the Registration Statement, any Preliminary Prospectus or the Prospectus), in each case as soon as available and in such quantities as the Representatives may from time to time reasonably request; (d) during the period in which the Prospectus relating to the Securities (or in lieu thereof, the notice referred to in Rule 173(a) of the Securities Act) a prospectus is required by law to be delivered under by an Underwriter or dealer, likewise send to the Securities ActUnderwriters as many additional copies of the Prospectus and as many copies of any supplement to the Prospectus and of any amended prospectus, to comply filed by the Company with all requirements imposed upon it the Commission, as you may reasonably request for the purposes contemplated by the Securities Act, as from . (d) If at any time during the period in which a prospectus is required by law to time in force, so far as is necessary to permit the continuance of sales of be delivered by an Underwriter or dealings in the Securities as contemplated by the provisions of this Agreement and by the most recent Preliminary Prospectus and the Prospectus. If during such period dealer any event occurs 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 Disclosure Package 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 Stock, the Company will forthwith prepare and file with the Commission a supplement to the Prospectus or an amended prospectus so that the Prospectus as then so supplemented or amended or supplemented would include an will not contain any untrue statement of a material fact or omit to state a any material fact necessary in order to make the statements therein, in the light of the circumstances then existingexisting at the time such Prospectus is delivered to such purchaser, not misleading. If, or if after the initial public offering of the Stock by the Underwriters and during such period it is necessary period, the Underwriters shall propose to amend vary the Registration Statement terms of offering thereof by reason of changes in general market conditions or amend 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 the Disclosure Package or to the Prospectus or file an amended prospectus setting forth such variation. The Company authorizes the Underwriters and all dealers to whom any document of the Stock may be sold by the several Underwriters to comply with the Securities Act, to promptly notify the Representatives and, subject to Section 4(a) hereof, amend the Registration Statement, amend or supplement the Disclosure Package or use the Prospectus, as the case may be, or file any document (in each case, at the expense of the Company) so as to correct such statement or omission or to effect such compliance, and to furnish without charge to each Underwriter as many written and electronic copies of any such amendment or supplement as the Representatives may from time to time reasonably request;amended or supplemented, in connection with the sale of the Stock in accordance with the applicable provisions of the Securities Act and the applicable rules and regulations thereunder for such period. (e) 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. (f) The Company will cooperate, when and as requested by you, in the qualification of the 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; 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 8 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 Stock. (g) 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 stockholders of the Company and of all information, documents and reports filed with the Commission. (h) 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 security-its security holders of the Company as soon as practicable, but in any event not later than eighteen months after the effective date of the Registration Statement (as defined in Rule 158(c) under the Securities Act), an earnings statement of the Company and its subsidiaries (which need not be audited) complying in accordance with Section 11(a) of the Securities Act (including, at the option of the Company, and Rule 158 thereunder);. (fi) between The Company agrees to pay all costs and expenses incident to the date performance of its obligations under this Agreement, including all costs and expenses incident to (i) the preparation, printing and filing with the Commission and the National Association of Securities Dealers, Inc. of the Registration Statement, any Preliminary Prospectus and the Prospectus, (ii) the furnishing to the Underwriters of copies of any Preliminary Prospectus and of the several documents required by paragraph (c) of this Section 6 to be so furnished, (iii) the printing of this Agreement and related documents delivered to the Closing DateUnderwriters, neither (iv) the Companypreparation, nor any printing and filing of its subsidiaries all supplements and amendments to the Prospectus referred to in paragraph (d) of this Section 6, (v) the furnishing to you and the Underwriters of the reports and information referred to in paragraph (g) of this Section 6 and (vi) the printing and issuance of stock certificates, including the transfer agent's fees. (j) The Company agrees 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 other affiliates over which it exercises management for the account of the Underwriters or voting control, nor any person acting on their behalf willcounsel in qualifying the Stock under state securities or blue sky laws and in the review of the offering by the NASD. (k) The Company hereby agrees that, without the prior written consent of the Representatives, offer, sell, contract to sell or otherwise dispose of any securities that are substantially similar to the Securities. (g) to pay the required Commission filing fees related to the Securities within the time period required by Rule 456(b)(1) under the Securities Act without regard to the proviso therein and otherwise in accordance with Rules 456(b) and 457(r) under the Securities Act; (h) to apply the net proceeds from the sale Hambxxxxx & Xuisx XXX on behalf of the Securities as described in Underwriters, the Disclosure Package and Company will not, for a period of 180 days following the Prospectus under commencement of the heading “Use public offering of Proceeds”; and (i) not to takethe Stock by the Underwriters, directly or indirectly, (i) sell, offer, contract to sell, make any action designed 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 (ii) 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 (i) or (ii) 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 Stock to be sold to the Underwriters pursuant to this Agreement, (B) shares of Common Stock issued by the Company upon the exercise 9 of options granted under the stock option plans of the Company (the "Option Plans"), all as described under the caption "Capitalization" in the Preliminary Prospectus, and (C) options to purchase Common Stock granted under the Option Plans. (l) If at any time during the 25-day period after the Registration Statement becomes effective any rumor, publication or event relating to or that could reasonably 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 expected materially affected (regardless of whether such rumor, publication or event necessitates a supplement to cause or result in any stabilization or manipulation amendment of the price Prospectus), the Company will, after written notice from you advising the Company to the effect set forth above, 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. (m) The Company is familiar with the Investment Company Act of 1940, as amended, 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 SecuritiesInvestment Company Act of 1940, as amended, and the rules and regulations thereunder.

Further Agreements of the Company. The Company agrees with each of the UnderwritersUnderwriters of any Designated Shares as follows: (a) to To prepare the Final Term Sheet, substantially in the form of Schedule 3 hereto and approved by the Representatives and file the Final Term Sheet pursuant to Rule 433(d) of the Securities Act within the time period prescribed by such Rule; to prepare the Prospectus, as amended or supplemented, Prospectus in relation to the Securities applicable Designated Shares in a form approved by the Underwriters and to file or cause to be filed with the Commission such Prospectus, Prospectus pursuant to Rule 424(b) under the Securities ActAct no later than the Commission’s close of business on the second business day following the execution and delivery of the Pricing Agreement relating to the applicable Designated Shares or, if applicable, such earlier time as may be required by Rule 424(b); to file any Issuer Free Writing Prospectus to the extent and within the time period prescribed period, required by such RuleRule 433 under the Securities Act; to make no further amendment or any supplement to the Registration Statement or Prospectus as amended or supplemented after the date Time of this Agreement Sale and prior to the Closing Date any Time of Delivery for such Designated Shares which shall be disapproved by the Underwriters for such Designated Shares promptly after reasonable notice thereof; not to use, authorize, approve, refer to or file any Issuer Free Writing Prospectus which shall be disapproved by the Underwriters for such Designated Shares promptly after reasonable notice thereof; to advise the Underwriters promptly of any such amendment or supplement to the Registration Statement or the Prospectus after any Time of Delivery for such Closing Date Designated Shares and furnish the Underwriters with copies thereof and thereof; to file promptly all reports and any definitive proxy or information statements required to be filed by the Company or the Operating Partnership with the Commission pursuant to Sections Section 13(a), 13(c), 14 or 15(d) of the Exchange Act for so long as the delivery of a prospectus is required in connection with the offering or sale of such Securities, Designated Shares; and during such same period to advise the Underwriters, promptly after it receives notice thereof, of (i) the time when any amendment to the Registration Statement has been filed or becomes effective or any prospectus supplement to the most recent Preliminary Prospectus and the Prospectus or any amended Prospectus has been filed with the Commission, of (ii) the issuance by the Commission of any stop order or of any order preventing or suspending the use of any prospectus relating to the Securities or any Issuer Free Writing Prospectussuch Designated Shares, of (iii) the suspension of the qualification of such Securities Designated Shares for offering or sale in any jurisdiction, of (iv) the initiation or threatening of any proceeding for any such purposepurpose or pursuant to Section 8A of the Securities Act, or of (v) any request by the Commission for the amending or supplementing of the Registration Statement, any Preliminary Prospectus, the Prospectus Statement or any Issuer Free Writing Prospectus or for additional information; and, in the event of the issuance of any such stop order or of any such order preventing or suspending the use of any prospectus relating to the Securities Common Shares or suspending any such qualification, to promptly use its best efforts to obtain the withdrawal of such order; (b) If required by Rule 430(B)(h) under the Securities Act, to prepare a form of prospectus in a form approved by the Underwriters and to file such form of prospectus pursuant to Rule 424(b) under the Securities Act not later than may be required by Rule 424(b) under the Securities Act; and to make no further amendment or supplement to such form of prospectus which shall be disapproved by the Underwriters promptly after reasonable notice thereof; (c) Promptly from time to time to take such action as the Underwriters may reasonably request to qualify the Securities such Designated Shares for offer offering and sale under the securities laws of such jurisdictions within the United States as the Underwriters may reasonably request and to comply with such laws so as to permit the continuance of sales and dealings therein in such jurisdictions for as long as may be necessary to complete the issuance and sale distribution of the Securitiessuch Designated Shares; provided provided, however, that in connection therewith the Company shall not be required to qualify as a foreign corporation, corporation or to file a general consent to service of process in any jurisdiction or to become subject to taxation in any jurisdiction in which it is not otherwise subjectjurisdiction; (cd) to To furnish to the Underwriters such number of conformed with (i) two copies of the Registration Statement, Statement (as originally filed filed) and each amendment thereto (excluding exhibits other than this Agreement)thereto, any Preliminary Prospectus, the Final Term Sheet and any other Issuer Free Writing Prospectus, the Prospectus and all amendments exhibits and supplements to any of such documents (including any document filed under the Exchange Act and incorporated or deemed to be incorporated by reference in therein; (ii) copies of the Registration Statement, any Preliminary Time of Sale Information; and (iii) copies of the Prospectus or the Prospectus), in each case as soon as available and in such quantities as the Representatives Underwriters may from time to time reasonably request; (d) during , and, if the period in which the Prospectus relating to the Securities delivery of a prospectus (or in lieu thereof, the notice referred to in Rule 173(a) of under the Securities Act) is required to be delivered under the Securities Act, to comply with all requirements imposed upon it by the Securities Act, as from time to at any time in force, so far as is necessary to permit connection with the continuance offering or sale of sales of or dealings in the Securities as contemplated by the provisions of this Agreement Designated Shares; and by the most recent Preliminary Prospectus and the Prospectus. If during if at such period time any event occurs shall have occurred as a result of which the Disclosure Package or the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state a any material fact necessary in order to make the statements therein, in the light of the circumstances then existingunder which they were made when such Prospectus is delivered, not misleading, or or, if for any other reason it shall be necessary during such same period it is necessary to amend the Registration Statement or amend or supplement the Disclosure Package Prospectus or to file under the Exchange Act any document incorporated or deemed to be incorporated by reference in the Prospectus or file any document in order to comply with the Securities Act, the Exchange Act, to promptly notify the Representatives and, Underwriters and subject to Section 4(a5(a) hereof, amend the Registration Statement, amend or supplement the Disclosure Package or the Prospectus, as the case may be, or to prepare and file any such document (in each case, at the expense of the Company) so as to correct such statement or omission or to effect such compliance, and to furnish without charge to each Underwriter and to any dealer in securities as many written and electronic copies of any such amendment or supplement as the Representatives Underwriters may from time to time reasonably request of an amended Prospectus or a prospectus supplement to the Prospectus, which will correct such statement or omission or effect such compliance; and if at any time prior to the Time of Delivery any event shall have occurred as a result of which the Time of Sale Information as then amended or supplemented would include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if for any other reason it is necessary to amend or supplement the Time of Sale Information to comply with the Securities Act or the Exchange Act, to notify the Underwriters thereof and, subject to Section 5(a) hereof, prepare and file with the Commission (to the extent required) and to furnish to the Underwriters and to any dealer as the Underwriters may reasonably request, such amendments or supplements to the Time of Sale Information as will correct such statement or omission or effect such compliance; (ei) During the period beginning from the date of the Pricing Agreement for the Designated Shares and continuing to and including the date specified in the Pricing Agreement for such Designated Shares, without the prior written consent of the Underwriters, not to, directly or indirectly, offer, sell, agree to offer or sell, solicit offers to purchase, grant any call option or purchase any put option with respect to, pledge, borrow or otherwise dispose of any Relevant Security (as defined below), or establish or increase any “put equivalent position” or liquidate or decrease any “call equivalent position” with respect to any Relevant Security (in each case within the meaning of Section 16 of the Exchange Act and the rules and regulations of the Commission thereunder), or otherwise enter into any swap, derivative or other transaction or arrangement that transfers to another, in whole or in part, any economic consequence of ownership of a Relevant Security, whether or not such transaction is to be settled by delivery of Relevant Securities, other securities, cash or other consideration; provided that the foregoing shall not restrict the issuance of non-convertible preferred shares or the issuance of Common Shares and options to purchase Common Shares (w) upon the exercise of options or warrants or the vesting of performance units and time-restricted Common Shares, the conversion of Series E Preferred Shares of the Company or the redemption of units in the Operating Partnership, (x) pursuant to the Company’s distribution reinvestment and employee share purchase plans or (y) pursuant to equity-based awards granted in the ordinary course of business to trustees or employees of the Company under the Company’s long-term incentive plan, in each case of each of clause (w), (x) and (y) as outstanding or in effect on the date of the Pricing Agreement as described or incorporated by reference in the Prospectus and the Registration Statement; and (ii) at the First Time of Delivery, the Company shall have furnished to the Underwriters a letter substantially in the form of Exhibit A attached hereto from each trustee and officer of the Company addressed to the Underwriters. As used in this Section 5(e), the term “Relevant Security” means the Common Shares, any other equity security of the Company or any of its subsidiaries and any security convertible into, or exercisable or exchangeable for, any Common Shares or other such equity security; (f) To make generally available to security-its security holders of the Company as soon as practicable, but in any event not later than eighteen months after the effective date of the Registration Statement (as defined in Rule 158(c) under the Securities Act), an earnings statement of the Company and its consolidated subsidiaries (which including, without limitation, the Operating Partnership)(which need not be audited) complying with Section 11(a) of the Securities Act and the rules and regulations of the Commission thereunder (including, at the option of the Company, Rule 158 thereunder158); (f) between the date of this Agreement and the Closing Date, neither the Company, nor any of its subsidiaries or other affiliates over which it exercises management or voting control, nor any person acting on their behalf will, without the prior written consent of the Representatives, offer, sell, contract to sell or otherwise dispose of any securities that are substantially similar to the Securities. (g) to pay the required Commission filing fees related to the Securities within the time period required by Rule 456(b)(1) under the Securities Act without regard to the proviso therein and otherwise in accordance with Rules 456(b) and 457(r) under the Securities Act; (h) to To apply the net proceeds from the sale of the Securities Designated Shares as described in the Disclosure Package Preliminary Prospectus and the Prospectus under the heading “Use of Proceeds”; andProspectus; (ih) not Not to take, directly or indirectly, any action designed to or that could would constitute or that might reasonably be expected to cause or result in any in, under the Exchange Act or otherwise, stabilization or manipulation manipulation, which is contrary to any applicable law, of the price of any security of the SecuritiesCompany or the Operating Partnership to facilitate the sale or resale of the Common Shares; (i) Not to be or become, at any time prior to the expiration of three years after any Time of Delivery, an “investment company” or an entity “controlled” by an “investment company” (as such terms are defined in the Investment Company Act); (j) To use its best efforts to continue to be organized and operated in conformity with the requirements for qualification as a REIT under the Code for each of its taxable years for so long as the Board of Trustees of the Company deems it in the best interests of the Company’s shareholders to remain so qualified and not to be materially and adversely against the interests of the holders of the Designated Shares to fail to be so qualified; and (k) To retain, pursuant to reasonable procedures developed in good faith, copies of each Issuer Free Writing Prospectus that is not filed with the Commission in accordance with Rule 433 under the Securities Act.

Further Agreements of the Company. (a) The Company covenants and agrees with the Underwriterseach Underwriter: (ai) to To prepare the Final Term Sheet, substantially in the form of Schedule 3 hereto and approved by the Representatives and file the Final Term Sheet pursuant to Rule 433(d) of the Securities Act within the time period prescribed by such Rule; to prepare the Prospectus, as amended or supplemented, in relation to the Securities Prospectus in a form approved by the Underwriters Representatives and to file or cause to be filed with the Commission such Prospectus, Prospectus pursuant to Rule 424(b) of the Rules and Regulations no later than the Commission’s close of business on the second business day following the execution and delivery of this Agreement; to file the Term Sheet in accordance with Rule 433 and to file any other Issuer Free Writing Prospectus to the extent required to be filed under Rule 433 of the Securities Act, within the time period prescribed by such RuleRules and Regulations; to make no further amendment or any supplement to the Registration Statement or the Prospectus as amended or supplemented after the date of this Agreement and prior to the Closing Delivery Date which shall be disapproved by the Underwriters promptly after reasonable notice thereofexcept as provided herein; to advise the Underwriters Representatives, promptly after it receives notice thereof, of the time when any such amendment to the Registration Statement has been filed or becomes effective or any supplement after such Closing Date to the Prospectus or any amended Prospectus has been filed and to furnish the Underwriters Representatives with copies thereof and thereof; to file promptly all reports and any definitive proxy or information statements required to be filed by the Company with the Commission pursuant to Sections Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of the Prospectus and for so long as the delivery of a prospectus is required in connection with the offering or sale of such Securities, and during such same period the Notes; to advise the UnderwritersRepresentatives, promptly after it receives notice thereof, of the time when any amendment to the Registration Statement has been filed or any supplement to the most recent Preliminary Prospectus and the Prospectus or any amended Prospectus has been filed with the Commission, of the issuance by the Commission of any stop order or of any order suspending the effectiveness of the Registration Statement or preventing or suspending the use of any prospectus relating to Preliminary Prospectus, the Securities Prospectus or any Issuer Free Writing Prospectus, of the suspension of the qualification of such Securities the Notes for offering or sale in any jurisdiction, of the initiation or threatening of any proceeding for any such purpose, purpose or of any request by the Commission for the amending or supplementing of the Registration Statement, any Preliminary Prospectus, the Prospectus or any Issuer Free Writing Prospectus or for additional information; and, in the event of the issuance of any such stop order or of any such order suspending the effectiveness of the Registration Statement or preventing or suspending the use of any prospectus relating to Preliminary Prospectus, the Securities Prospectus or any Issuer Free Writing Prospectus or suspending any such qualification, to use promptly use its best efforts to obtain its withdrawal; and to pay any fees required by the withdrawal of such orderCommission relating to the Notes within the time required by Rule 456(b)(1) without regard to the proviso therein and otherwise in accordance with Rules 456(b) and 457(r); (bii) To furnish promptly to the Representatives and to counsel for the Underwriters a signed copy of the Registration Statement as originally filed with the Commission, and each amendment thereto filed with the Commission, including all consents and exhibits filed therewith; (iii) To deliver promptly to the Representatives such number of the following documents as the Representatives shall reasonably request: (A) conformed copies of the Registration Statement as originally filed with the Commission and each amendment thereto (in each case excluding exhibits other than this Agreement and the computation of per unit earnings), (B) each Preliminary Prospectus, the Prospectus and any amended or supplemented Prospectus, (C) each Issuer Free Writing Prospectus and (D) other than documents available by XXXXX (as defined below) any document incorporated by reference in the Preliminary Prospectus or the Prospectus (excluding exhibits thereto); and, if the delivery of a prospectus is required at any time after the date hereof in connection with the offering or sale of the Notes or any other securities relating thereto (or in lieu thereof, the notice referred to in Rule 173(a)) and if at such time any events shall have occurred as a result of which the Pricing Disclosure Package or the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made when such Prospectus is delivered, not misleading, or, if for any other reason it shall be necessary to amend the Registration Statement or amend or supplement the Pricing Disclosure Package or the Prospectus or to file under the Exchange Act any document incorporated by reference in the Prospectus in order to comply with the Securities Act or the Exchange Act, to notify the Representatives and, upon their request, to file such document and to prepare and furnish without charge to each Underwriter and to any dealer in securities as many copies as the Representatives may from time to time reasonably request of an amended supplemented Pricing Disclosure Package or the Prospectus that will correct such statement or omission or effect such compliance; (iv) To file promptly with the Commission any amendment to the Registration Statement, the Pricing Disclosure Package or the Prospectus that may, in the reasonable judgment of the Company or the Representatives, be required by the Securities Act or the Exchange Act or requested by the Commission; (v) During such period as the Underwriters are required to deliver a prospectus in connection with the offering contemplated hereby, prior to filing with the Commission any amendment or supplement to the Registration Statement, the Pricing Disclosure Package or the Prospectus, any document incorporated by reference in the Pricing Disclosure Package or the Prospectus or any amendment to any document incorporated by reference in the Pricing Disclosure Package or the Prospectus or any prospectus pursuant to Rule 424(b) of the Rules and Regulations to furnish a copy thereof to the Representatives and counsel for the Underwriters and obtain the consent of the Representatives to the filing, which consent shall not be reasonably withheld and which shall be provided to the Company promptly after having been given notice of the proposed filing; provided that, the foregoing provision shall not apply if such filing is, in the judgment of counsel to the Company, required by law; (vi) Not to make any offer relating to the Notes that would constitute an Issuer Free Writing Prospectus without the prior written consent of the Representatives; (vii) To retain in accordance with the Rules and Regulations all Issuer Free Writing Prospectuses not required to be filed pursuant to the Rules and Regulations; and if at any time after the date hereof any events shall have occurred as a result of which any Issuer Free Writing Prospectus, as then amended or supplemented, would conflict with the information in the Registration Statement, the most recent Preliminary Prospectus or the Prospectus or would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or, if for any other reason it shall be necessary to amend or supplement any Issuer Free Writing Prospectus, to notify the Representatives and, upon their request, to file such document and to prepare and furnish without charge to each Underwriter as many copies as the Representatives may from time to time reasonably request of an amended or supplemented Issuer Free Writing Prospectus that will correct such conflict, statement or omission or effect such compliance; (viii) As soon as practicable after the Effective Date and in any event not later than 16 months after the date hereof, to make generally available via the Commission’s Electronic Data Gathering, Analysis and Retrieval (XXXXX) System, to the Company’s security holders and to the Representatives an earnings statement of the Company and its subsidiaries (which need not be audited) complying with Section 11(a) of the Securities Act and the Rules and Regulations (including, at the option of the Company, Rule 158); (ix) For a period of two years following the Effective Date, to furnish, or to make available via XXXXX, to the Representatives a copy of all materials furnished by the Company to its stockholders (excluding any periodic income tax reporting materials) and all public reports and all reports and financial statements furnished by the Company to the principal national securities exchange or automated quotation system upon which its common stock may be listed pursuant to requirements of or agreements with such exchange or to the Commission pursuant to the Exchange Act or any rule or regulation of the Commission thereunder; (x) Promptly from time to time to take such action as the Underwriters Representatives may reasonably request to qualify the Securities Notes for offer offering and sale under the securities laws of such jurisdictions as the Underwriters Representatives may reasonably request and to comply with such laws so as to permit the continuance of sales and dealings therein in such jurisdictions for as long as may be necessary to complete the issuance and sale distribution of the SecuritiesNotes; provided that in connection therewith the Company shall not be required to (i) qualify as a foreign corporationcorporation in any jurisdiction in which it would not otherwise be required to so qualify, to (ii) file a general consent to service of process in any such jurisdiction or to become (iii) subject itself to taxation in any jurisdiction in which it is would not otherwise be subject; (cxi) to furnish to During the Underwriters such number of conformed copies of period from the Registration Statement, as originally filed date hereof through and each amendment thereto (excluding exhibits other than this Agreement), any Preliminary Prospectusincluding the Delivery Date, the Final Term Sheet and any other Issuer Free Writing Prospectus, the Prospectus and all amendments and supplements to any of such documents (including any document filed under the Exchange Act and deemed to be incorporated by reference in the Registration Statement, any Preliminary Prospectus or the Prospectus), in each case as soon as available and in such quantities as the Representatives may from time to time reasonably request; (d) during the period in which the Prospectus relating to the Securities (or in lieu thereof, the notice referred to in Rule 173(a) of the Securities Act) is required to be delivered under the Securities Act, to comply with all requirements imposed upon it by the Securities Act, as from time to time in force, so far as is necessary to permit the continuance of sales of or dealings in the Securities as contemplated by the provisions of this Agreement and by the most recent Preliminary Prospectus and the Prospectus. If during such period any event occurs as a result of which the Disclosure Package or the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances then existing, not misleading, or if during such period it is necessary to amend the Registration Statement or amend or supplement the Disclosure Package or the Prospectus or file any document to comply with the Securities Act, to promptly notify the Representatives and, subject to Section 4(a) hereof, amend the Registration Statement, amend or supplement the Disclosure Package or the Prospectus, as the case may be, or file any document (in each case, at the expense of the Company) so as to correct such statement or omission or to effect such compliance, and to furnish without charge to each Underwriter as many written and electronic copies of any such amendment or supplement as the Representatives may from time to time reasonably request; (e) to make generally available to security-holders of the Company as soon as practicable, but in any event not later than eighteen months after the effective date of the Registration Statement (as defined in Rule 158(c) under the Securities Act), an earnings statement of the Company and its subsidiaries (which need not be audited) complying with Section 11(a) of the Securities Act (including, at the option of the Company, Rule 158 thereunder); (f) between the date of this Agreement and the Closing Date, neither the Company, nor any of its subsidiaries or other affiliates over which it exercises management or voting control, nor any person acting on their behalf willwill not, without the prior written consent of the Representatives, offer, sell, contract to sell or otherwise dispose of any debt securities that are substantially similar to issued or granted by the Securities. (g) to pay the required Commission filing fees related to the Securities within the time period required by Rule 456(b)(1) under the Securities Act without regard to the proviso therein Company and otherwise in accordance with Rules 456(b) and 457(r) under the Securities Acthaving a tenor of more than one year; (hxii) to To apply the net proceeds from the sale offering of the Securities Notes as described set forth in the Disclosure Package and Prospectus; (xiii) To take such steps as shall be necessary to ensure that the Prospectus under Company shall not become an “investment company” as defined in the heading “Use of Proceeds”Investment Company Act; and (ixiv) To not to take, directly or indirectly, indirectly take any action designed to or that could which constitutes or which might reasonably be expected to cause or result in any in, under the Exchange Act or otherwise, stabilization or manipulation of the price of any security of the SecuritiesCompany to facilitate the sale or resale of the Notes. (b) Each Underwriter severally and not jointly agrees that such Underwriter shall not include any “issuer information” (as defined in Rule 433 of the Rules and Regulations) in any “free writing prospectus” (as defined in Rule 405 of the Rules and Regulations but excluding any Issuer Free Writing Prospectus, including any road show constituting a free writing prospectus under Rule 433 of the Rules and Regulations in connection with the offer and sale of the Notes) used or referred to by such Underwriter without the prior consent of the Company (any such issuer information with respect to whose use the Company has given its consent, being defined as “Permitted Issuer Information”); provided that (i) no such consent shall be required with respect to any such issuer information contained in any document filed by the Company with the Commission prior to the use of such free writing prospectus or customary Bloomberg e-mails containing comparable bond price information and (ii) “issuer information,” as used in this Section 5(b), shall not be deemed to include information prepared by or on behalf of such Underwriter on the basis of or derived from issuer information. (c) If, at any time prior to the filing of the Prospectus pursuant to Rule 424(b), any event occurs as a result of which the Pricing Disclosure Package would include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made or the circumstances then prevailing, not misleading, the Company will (i) notify promptly the Representatives so that any use of the Pricing Disclosure Package may cease until it is amended or supplemented; (ii) amend or supplement the Pricing Disclosure Package to correct such statement or omission; and (iii) supply any amendment or supplement to you in such quantities as you may reasonably request. (d) If, at any time when a prospectus relating to the Notes is required to be delivered under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172), any event occurs as a result of which the Prospectus as then supplemented would include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made at such time, not misleading, or if it shall be necessary to amend the Registration Statement, file a new registration statement or supplement the Prospectus to comply with the Securities Act or the Exchange Act or the respective rules thereunder, including in connection with use or delivery of the Prospectus, the Company promptly will (i) notify the Representatives of any such event, (ii) prepare and file with the Commission, subject to clause (a)(i) of this Section 5, an amendment or supplement or new registration statement which will correct such statement or omission or effect such compliance, (iii) use its best efforts to have any amendment to the Registration Statement or new registration statement declared effective as soon as practicable in order to avoid any disruption in use of the Prospectus and (iv) supply any amendment or supplement to you in such quantities as you may reasonably request.

Further Agreements of the Company. The Company agrees with the Underwritersagrees: (a) to To prepare the Final Term Sheet, substantially in the form of Schedule 3 hereto and approved by the Representatives and file the Final Term Sheet pursuant to Rule 433(d) of the Securities Act within the time period prescribed by such Rule; to prepare the Prospectus, as amended or supplemented, in relation to the Securities Prospectus in a form approved by the Underwriters Representatives and to file or cause to be filed with the Commission such Prospectus, Prospectus pursuant to Rule 424(b) under the Securities Act not later than Commission's close of business on the second business day following the execution and delivery of this Agreement or, if applicable, such earlier time as may be required by Rule 430A(a)(3) under the Securities Act, within the time period prescribed by such Rule; to make no further amendment or any supplement to the Registration Statement or Prospectus as amended or supplemented after the date of this Agreement and prior to the Closing Date which shall be disapproved by the Underwriters promptly after reasonable notice thereofProspectus except as permitted herein; to advise the Underwriters promptly of any such amendment or supplement after such Closing Date and furnish the Underwriters with copies thereof and to file promptly all reports and any definitive proxy or information statements required to be filed by the Company with the Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act for so long as the delivery of a prospectus is required in connection with the offering or sale of such Securities, and during such same period to advise the UnderwritersRepresentatives, promptly after it receives notice thereof, of the time when any amendment to the Registration Statement has been filed or becomes effective or any supplement to the most recent Preliminary Prospectus and the Prospectus or any amended Prospectus has been filed and to furnish the Representatives with copies thereof; to advise the CommissionRepresentatives, promptly after it receives notice thereof, of the issuance by the Commission of any stop order or of any order preventing or suspending the use of any prospectus relating to Preliminary Prospectus or the Securities or any Issuer Free Writing Prospectus, of the suspension of the qualification of such Securities the Stock for offering or sale in any jurisdiction, of the initiation or threatening of any proceeding for any such purpose, or of any request by the Commission for the amending or supplementing of the Registration Statement, any Preliminary Prospectus, Statement or the Prospectus or any Issuer Free Writing Prospectus or for additional information; and, in the event of the issuance of any such stop order or of any such order preventing or suspending the use of any prospectus relating to Preliminary Prospectus or the Securities Prospectus or suspending any such qualification, to use promptly use its best efforts to obtain the withdrawal of such orderits withdrawal; (b) To furnish promptly to each of the Representatives and to counsel for the Underwriters a signed copy of the Registration Statement as originally filed with the Commission, and each amendment thereto filed with the Commission, including all consents and exhibits filed therewith; (c) To deliver promptly to the Representatives such number of the following documents as the Representatives shall reasonably request: (i) conformed copies of the Registration Statement as originally filed with the Commission and each amendment thereto (in each case excluding exhibits other than this Agreement) and (ii) each Preliminary Prospectus, the Prospectus and any amended or supplemented Prospectus; and, if the delivery of a prospectus is required at any time after the Effective Time in connection with the offering or sale of the Stock or any other securities relating thereto and if at such time any events shall have occurred as a result of which the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made when such Prospectus is delivered, not misleading, or, if for any other reason it shall be necessary to amend or supplement the Prospectus in order to comply with the Securities Act, to notify the Representatives and, upon their request, to file such document and to prepare and furnish without charge to each Underwriter and to any dealer in securities as many copies as the Representatives may from time to time reasonably request of an amended or supplemented Prospectus which will correct such statement or omission or effect such compliance; (d) To file promptly with the Commission any amendment to the Registration Statement or the Prospectus or any supplement to the Prospectus that may, in the judgment of the Company or the Representatives, be required by the Securities Act or requested by the Commission; (e) Prior to filing with the Commission any amendment to the Registration Statement or supplement to the Prospectus or any Prospectus pursuant to Rule 424 of the Rules and Regulations, to furnish a copy thereof to the Representatives and counsel for the Underwriters and obtain the consent of the Representatives to the filing; (f) As soon as practicable after the Effective Date (but in no event later than 15 months after the Effective Date), to make generally available to the Company's security holders and to deliver to the Representatives an earnings statement of the Company and its subsidiaries (which need not be audited) complying with Section 11(a) of the Securities Act and the Rules and Regulations (including, at the option of the Company, Rule 158); (g) For a period of five years following the Effective Date, to furnish to the Representatives copies of all materials furnished by the Company to its shareholders and all public reports and all reports and financial statements furnished by the Company to the principal national securities exchange upon which the Common Stock may be listed pursuant to requirements of or agreements with such exchange or to the Commission pursuant to the Exchange Act or any rule or regulation of the Commission thereunder; (h) Promptly from time to time to take such action as the Underwriters Representatives may reasonably request to qualify the Securities Stock for offer offering and sale under the securities laws of such jurisdictions as the Underwriters Representatives may reasonably request and to comply with such laws so as to permit the continuance of sales and dealings therein in such jurisdictions for as long as may be necessary to complete the issuance and sale distribution of the SecuritiesStock; provided that in connection therewith the Company shall not be required to qualify as a foreign corporation, corporation or to file a general consent to service of process in any jurisdiction or to become subject to taxation in any jurisdiction in which it is not otherwise subjectjurisdiction; (ci) For a period of 180 days from the date of the Prospectus, not to, directly or indirectly, (1) offer for sale, sell, pledge or otherwise dispose of (or enter into any transaction or device which is designed to, or could be expected to, result in the disposition by any person at any time in the future of) any shares of Common Stock or securities convertible into or exchangeable for Common Stock (other than the Stock and shares issued pursuant to employee benefit plans, qualified stock option plans or other employee compensation plans existing on the date hereof or pursuant to currently outstanding options, warrants or rights), or sell or grant options, rights or warrants with respect to any shares of Common Stock or securities convertible into or exchangeable for Common Stock (other than the grant of options pursuant to option plans existing on the date hereof), or (2) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of such shares of Common Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or other securities, in cash or otherwise, in each case without the prior written consent of Xxxxxx Brothers Inc.; and to cause each officer and director of the Company to furnish to the Underwriters Representatives, prior to the First Delivery Date, a letter or letters, in form and substance satisfactory to counsel for the Underwriters, pursuant to which each such number person shall agree not to, directly or indirectly, (1) offer for sale, sell, pledge or otherwise dispose of conformed copies (or enter into any transaction or device which is designed to, or could be expected to, result in the disposition by any person at any time in the future of) any shares of Common Stock or securities convertible into or exchangeable for Common Stock or (2) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the Registration Statement, as originally filed and each amendment thereto (excluding exhibits other than this Agreement), any Preliminary Prospectus, the Final Term Sheet and any other Issuer Free Writing Prospectus, the Prospectus and all amendments and supplements to any economic benefits or risks of ownership of such documents shares of Common Stock, whether any such transaction described in clause (including any document filed under the Exchange Act and deemed 1) or (2) above is to be incorporated settled by reference delivery of Common Stock or other securities, in the Registration Statement, any Preliminary Prospectus cash or the Prospectus)otherwise, in each case as soon as available and in such quantities as for a period of 180 days from the Representatives may from time to time reasonably request; (d) during the period in which the Prospectus relating to the Securities (or in lieu thereof, the notice referred to in Rule 173(a) of the Securities Act) is required to be delivered under the Securities Act, to comply with all requirements imposed upon it by the Securities Act, as from time to time in force, so far as is necessary to permit the continuance of sales of or dealings in the Securities as contemplated by the provisions of this Agreement and by the most recent Preliminary Prospectus and the Prospectus. If during such period any event occurs as a result of which the Disclosure Package or the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances then existing, not misleading, or if during such period it is necessary to amend the Registration Statement or amend or supplement the Disclosure Package or the Prospectus or file any document to comply with the Securities Act, to promptly notify the Representatives and, subject to Section 4(a) hereof, amend the Registration Statement, amend or supplement the Disclosure Package or the Prospectus, as the case may be, or file any document (in each case, at the expense of the Company) so as to correct such statement or omission or to effect such compliance, and to furnish without charge to each Underwriter as many written and electronic copies of any such amendment or supplement as the Representatives may from time to time reasonably request; (e) to make generally available to security-holders of the Company as soon as practicable, but in any event not later than eighteen months after the effective date of the Registration Statement (as defined in Rule 158(c) under the Securities Act), an earnings statement of the Company and its subsidiaries (which need not be audited) complying with Section 11(a) of the Securities Act (including, at the option of the Company, Rule 158 thereunder); (f) between the date of this Agreement and the Closing Date, neither the Company, nor any of its subsidiaries or other affiliates over which it exercises management or voting control, nor any person acting on their behalf willProspectus, without the prior written consent of the Representatives, offer, sell, contract to sell or otherwise dispose of any securities that are substantially similar to the Securities. (g) to pay the required Commission filing fees related to the Securities within the time period required by Rule 456(b)(1) under the Securities Act without regard to the proviso therein and otherwise in accordance with Rules 456(b) and 457(r) under the Securities ActXxxxxx Brothers Inc.; (hj) Prior to the Effective Date, to apply for the inclusion of the Stock on the Nasdaq National Market and to use its best efforts to effect such quotation, subject only to official notice of issuance, prior to the First Delivery Date; (k) To apply the net proceeds from the sale of the Securities Stock being sold by the Company as described set forth in the Disclosure Package and the Prospectus under the heading “Use of Proceeds”Prospectus; and (il) not To take such steps as shall be necessary to take, directly or indirectly, ensure that neither the Company nor any action designed to or that could reasonably be expected to cause or result in any stabilization or manipulation subsidiary shall become an "investment company" within the meaning of such term under the Investment Company Act of 1940 and the rules and regulations of the price of the SecuritiesCommission thereunder.

Further Agreements of the Company. The Company agrees with the several Underwriters: (a) to To prepare the Final Term SheetRule 462(b) Registration Statement, substantially if necessary, in the a form of Schedule 3 hereto and approved by the Representatives and file such Rule 462(b) Registration Statement with the Final Term Sheet Commission by 10:00 P.M., New York time, on the date hereof, and the Company shall at the time of filing either pay to the Commission the filing fee for the Rule 462(b) Registration Statement or give irrevocable instructions for the payment of such fee pursuant to Rule 433(d) of 111 under the Securities Act within the time period prescribed by such RuleRules and Regulations; to prepare the Prospectus, as amended or supplemented, in relation to the Securities Prospectus in a form approved by the Underwriters Representatives containing information previously omitted at the time of effectiveness of the Registration Statement in reliance on Rule 430A of the Rules and Regulations and to file or cause to be filed with the Commission such Prospectus, Prospectus pursuant to Rule 424(b) of the Rules and Regulations not later than the second business (2nd) day following the execution and delivery of this Agreement or, if applicable, such earlier time as may be required by Rule 430A of the Rules and Regulations; to notify the Representatives immediately of the Company’s intention to file or prepare any supplement or amendment to any Registration Statement or to the Prospectus (including any amendment or supplement through incorporation of any report filed under the Securities Exchange Act, within the time period prescribed by such Rule; ) and to make no further amendment or any supplement to the Registration Statement Statements, the General Disclosure Package or Prospectus as amended or supplemented after the date of this Agreement and prior to the Closing Date Prospectus to which the Representatives shall be disapproved reasonably object by notice to the Underwriters promptly Company after a reasonable notice thereofperiod to review; to advise the Underwriters promptly of any such amendment or supplement after such Closing Date and furnish the Underwriters with copies thereof and to file promptly all reports and any definitive proxy or information statements required to be filed by the Company with the Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act for so long as the delivery of a prospectus is required in connection with the offering or sale of such Securities, and during such same period to advise the UnderwritersRepresentatives, promptly after it receives notice thereof, of the time when any amendment to the any Registration Statement (including any amendment or supplement through incorporation of any report filed under the Exchange Act) has been filed or becomes effective or any supplement to the most recent Preliminary Prospectus and General Disclosure Package or the Prospectus or any amended Prospectus (including any amendment or supplement through incorporation of any report filed under the Exchange Act) has been filed and to furnish the Underwriters with copies thereof; to file promptly all material required to be filed by the Company with the CommissionCommission pursuant to Rules 433(d) or 163(b)(2) of the Rules and Regulations, as the case may be; to advise the Representatives, promptly after it receives notice thereof, of the issuance by the Commission of any stop order or of any order preventing or suspending the use of any prospectus relating to the Securities or Preliminary Prospectus, any Issuer Free Writing Prospectus or the Prospectus, of the suspension of the qualification of such Securities the Stock for offering or sale in any jurisdiction, of the initiation or threatening of any proceeding for any such purpose, or of any request by the Commission for the amending or supplementing of the Registration Statement, any Preliminary ProspectusStatements, the Prospectus General Disclosure Package or any Issuer Free Writing the Prospectus or for additional information; and, in the event of the issuance of any such stop order or of any such order preventing or suspending the use of any prospectus relating to Preliminary Prospectus, any Issuer Free Writing Prospectus or the Securities Prospectus or suspending any such qualification, and promptly to promptly use its best efforts to obtain the withdrawal of such order;. (b) The Company will promptly from notify the Representatives if the Company ceases to be an Emerging Growth Company at any time prior to time to take such action as the Underwriters may reasonably request to qualify later of (i) the completion of the distribution of the Firm Stock within the meaning of the Securities for offer Act and sale under the securities laws of such jurisdictions as the Underwriters may reasonably request and to comply with such laws so as to permit the continuance of sales and dealings therein in such jurisdictions for as long as may be necessary to complete the issuance and sale (ii) completion of the Securities; provided that in connection therewith the Company shall not be required to qualify Lock-Up Period (as a foreign corporation, to file a general consent to service of process in any jurisdiction or to become subject to taxation in any jurisdiction in which it is not otherwise subject;defined below). (c) to furnish to The Company represents and agrees that, unless it obtains the Underwriters such number of conformed copies prior consent of the Registration StatementRepresentatives, as originally filed and each amendment thereto (excluding exhibits other than this Agreement)Underwriter represents and agrees that, unless it obtains the prior consent of the Company and the Representatives, it has not made and will not, make any Preliminary Prospectus, the Final Term Sheet and any other Issuer Free Writing Prospectus, the Prospectus and all amendments and supplements to any of such documents (including any document filed under the Exchange Act and deemed to be incorporated by reference in the Registration Statement, any Preliminary Prospectus or the Prospectus), in each case as soon as available and in such quantities as the Representatives may from time to time reasonably request; (d) during the period in which the Prospectus offer relating to the Securities (or in lieu thereof, the notice referred to in Rule 173(a) of the Securities Act) is required to be delivered under the Securities Act, to comply with all requirements imposed upon it by the Securities Act, as from time to time in force, so far as is necessary to permit the continuance of sales of or dealings in the Securities as contemplated by the provisions of this Agreement and by the most recent Preliminary Prospectus and the Prospectus. If during such period any event occurs as Stock that would constitute a result of which the Disclosure Package or the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances then existing, not misleading, or if during such period it is necessary to amend the Registration Statement or amend or supplement the Disclosure Package or the Prospectus or file any document to comply with the Securities Act, to promptly notify the Representatives and, subject to Section 4(a) hereof, amend the Registration Statement, amend or supplement the Disclosure Package or the Prospectus, as the case may be, or file any document (in each case, at the expense of the Company) so as to correct such statement or omission or to effect such compliance, and to furnish without charge to each Underwriter as many written and electronic copies of any such amendment or supplement as the Representatives may from time to time reasonably request; (e) to make generally available to security-holders of the Company as soon as practicable, but in any event not later than eighteen months after the effective date of the Registration Statement (“free writing prospectus” as defined in Rule 158(c) under the Securities Act), an earnings statement 405 of the Company Rules and its subsidiaries Regulations (which need not be audited) complying with Section 11(a) of the Securities Act (includingeach, at the option of the Company, Rule 158 thereundera “Permitted Free Writing Prospectus”); (f) between the date of this Agreement and the Closing Date, neither the Company, nor any of its subsidiaries or other affiliates over which it exercises management or voting control, nor any person acting on their behalf will, without ; provided that the prior written consent of the Representatives, offer, sell, contract Representatives hereto shall be deemed to sell or otherwise dispose of any securities that are substantially similar to the Securities. (g) to pay the required Commission filing fees related to the Securities within the time period required by Rule 456(b)(1) under the Securities Act without regard to the proviso therein and otherwise have been given in accordance with Rules 456(b) and 457(r) under the Securities Act; (h) to apply the net proceeds from the sale respect of the Securities Issuer Free Writing Prospectuses included in Schedule C hereto. The Company represents that it has treated and agrees that it will treat each Permitted Free Writing Prospectus as described in an Issuer Free Writing Prospectus, comply with the Disclosure Package requirements of Rules 164 and the Prospectus under the heading “Use of Proceeds”; and (i) not to take, directly or indirectly, any action designed to or that could reasonably be expected to cause or result in any stabilization or manipulation 433 of the price of the Securities.Rules and

Further Agreements of the Company. The Company agrees with the several Underwriters: (a) to To prepare the Final Term SheetRule 462(b) Registration Statement, substantially in the form of Schedule 3 hereto and approved by the Representatives and file the Final Term Sheet pursuant to Rule 433(d) of the Securities Act within the time period prescribed by such Rule; to prepare the Prospectusif necessary, as amended or supplemented, in relation to the Securities in a form approved by the Underwriters Representative and file such Rule 462(b) Registration Statement with the Commission by 10:00 P.M., New York time, on the date hereof, and the Company shall at the time of filing either pay to the Commission the filing fee for the Rule 462(b) Registration Statement or give irrevocable instructions for the payment of such fee pursuant to Rule 111(b) under the Rules and Regulations; to prepare the Prospectus in a form approved by the Representative containing information previously omitted at the time of effectiveness of any Registration Statement in reliance on Rules 430A, 430B or 430C of the Rules and Regulations and to file or cause to be filed with the Commission such Prospectus, Prospectus pursuant to Rule 424(b) under of the Securities ActRules and Regulations not later than the second business (2nd) day following the execution and delivery of this Agreement or, within if applicable, such earlier time as may be required by Rule 430A of the time period prescribed by such RuleRules and Regulations; to notify the Representative immediately of the Company’s intention to file or prepare any supplement or amendment to any Registration Statement or to the Prospectus and to make no further amendment or any supplement to any Registration Statement, the Registration Statement Pricing Prospectus or Prospectus as amended or supplemented after the date of this Agreement and prior to the Closing Date Prospectus to which the Representative shall be disapproved reasonably object by notice to the Underwriters promptly Company after a reasonable notice thereofperiod to review; to advise the Underwriters promptly of any such amendment or supplement after such Closing Date and furnish the Underwriters with copies thereof and to file promptly all reports and any definitive proxy or information statements required to be filed by the Company with the Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act for so long as the delivery of a prospectus is required in connection with the offering or sale of such Securities, and during such same period to advise the UnderwritersRepresentative, promptly after it receives notice thereof, of the time when any amendment to the any Initial Registration Statement has been filed or becomes effective or any supplement to the most recent Preliminary Pricing Prospectus and or the Prospectus or any amended Prospectus has been filed and to furnish the Underwriter with copies thereof; to file promptly all material required to be filed by the Company with the CommissionCommission pursuant to Rules 433(d) or 163(b)(2) of the Rules and Regulations, as the case may be; to advise the Representative, promptly after it receives notice thereof, of the issuance by the Commission of any stop order or of any order preventing or suspending the use of any prospectus relating to Preliminary or the Securities or any Issuer Free Writing Prospectus, of the suspension of the qualification of such Securities the Stock for offering or sale in any jurisdiction, of the initiation or threatening of any proceeding for any such purpose, or of any request by the Commission for the amending or supplementing of the any Registration Statement, any Preliminary Prospectus, the Pricing Prospectus or any Issuer Free Writing the Prospectus or for additional information; and, in the event of the issuance of any such stop order or of any such order preventing or suspending the use of any prospectus relating to Preliminary Prospectus or the Securities Prospectus or suspending any such qualification, and promptly to promptly use its best efforts to obtain the withdrawal of such order;. (b) The Company will promptly from notify the Representative if the Company ceases to be an Emerging Growth Company at any time prior to time to take such action as the Underwriters may reasonably request to qualify later of (a) the completion of the distribution of the Firm Stock within the meaning of the Securities for offer Act and sale under the securities laws of such jurisdictions as the Underwriters may reasonably request and to comply with such laws so as to permit the continuance of sales and dealings therein in such jurisdictions for as long as may be necessary to complete the issuance and sale (b) completion of the Securities; provided that in connection therewith the Company shall not be required to qualify Lock-Up Period (as a foreign corporation, to file a general consent to service of process in any jurisdiction or to become subject to taxation in any jurisdiction in which it is not otherwise subject;defined below). (c) If at any time following the distribution of any Written Testing-the-Waters Communication there occurred or occurs an event or development as a result of which such Written Testing-the-Waters Communication included or would include an untrue statement of a material fact or omitted or would omit to furnish state a material fact necessary in order to make the Underwriters such number of conformed copies statements therein, in the light of the Registration Statementcircumstances existing at that subsequent time, as originally filed and each amendment thereto (excluding exhibits other than this Agreement), any Preliminary Prospectusnot misleading, the Final Term Sheet Company will promptly notify the Representative and any other Issuer Free Writing Prospectuswill promptly amend or supplement, the Prospectus and all amendments and supplements at its own expense, such Written Testing-the-Waters Communication to any of eliminate or correct such documents (including any document filed under the Exchange Act and deemed to be incorporated by reference in the Registration Statement, any Preliminary Prospectus untrue statement or the Prospectus), in each case as soon as available and in such quantities as the Representatives may from time to time reasonably request;omission. (d) during the period in which the Prospectus The Company represents and agrees that, it has not made and will not make any offer relating to the Securities Stock that would constitute a “free writing prospectus” as defined in Rule 405 of the Rules and Regulations. (e) If at any time prior to the expiration of nine (9) months after the later of (i) the latest effective date of the Registration Statement or (ii) the date of the Prospectus, when a prospectus relating to the Stock is required to be delivered (or in lieu thereof, the notice referred to in Rule 173(a) of the Securities ActRules and Regulations) is required to be delivered under the Securities Act, to comply with all requirements imposed upon it by the Securities Act, as from time to time in force, so far as is necessary to permit the continuance of sales of or dealings in the Securities as contemplated by the provisions of this Agreement and by the most recent Preliminary Prospectus and the Prospectus. If during such period any event occurs or condition exists as a result of which the Disclosure Package or the Prospectus as then amended or supplemented would include an any untrue statement of a material fact fact, or omit to state a any material fact necessary to make the statements therein, in the light of the circumstances then existingunder which they were made when the Prospectus is delivered (or in lieu thereof, the notice referred to in Rule 173(a) of the Rules and Regulations), not misleading, or if during such period it is necessary at any time to amend the or supplement any Registration Statement or amend or supplement the Disclosure Package or the Prospectus or file any document to comply with the Securities Act, to that the Company will promptly notify the Representatives and, subject to Section 4(a) hereof, amend the Registration Statement, amend Representative thereof and upon their request will prepare an appropriate amendment or supplement in form and substance satisfactory to the Disclosure Package or the Prospectus, as the case may be, or file any document (in each case, at the expense of the Company) so as to Representative which will correct such statement or omission or to effect such compliance, compliance and will use its best efforts to have any amendment to any Registration Statement declared effective as soon as possible. The Company will furnish without charge to each Underwriter and to any dealer in securities as many written and electronic copies of any such amendment or supplement as the Representatives Representative may from time to time reasonably request; request of such amendment or supplement. In case any Underwriter is required to deliver a prospectus (eor in lieu thereof, the notice referred to in Rule 173(a) to make generally available to security-holders of the Company as soon as practicable, but in any event not later than eighteen Rules and Regulations) relating to the Stock nine (9) months or more after the later of (i) the latest effective date of the Registration Statement or (as defined in Rule 158(cii) under the Securities Act), an earnings statement date of the Prospectus, the Company and its subsidiaries (which need not upon the request of the Representative will prepare promptly an amended or supplemented Prospectus as may be audited) complying necessary to permit compliance with the requirements of Section 11(a10(a)(3) of the Securities Act (including, at the option and deliver to such Underwriter as many copies as such Underwriter may request of such amended or supplemented Prospectus complying with Section 10(a)(3) of the Company, Rule 158 thereunder);Securities Act. (f) between For a period commencing on the Effective Date and ending on the earlier of five (5) years from such date or such earlier time at which the Liquidation occurs, the Company will use its best efforts to maintain the registration of this Agreement and the Closing DateCommon Stock under the provisions of the Exchange Act, neither except after giving effect to a going private transaction after the Company, nor any completion of its subsidiaries or other affiliates over which it exercises management or voting control, nor any person acting on their behalf will, a Business Combination. The Company will not deregister the Common Stock under the Exchange Act (except in connection with a going private transaction after the completion of a Business Combination) without the prior written consent of the RepresentativesRepresentative. As used herein, offer, sell, contract to sell or otherwise dispose “Liquidation” shall mean the distributions of any securities that are substantially similar the Trust Account to the Securities. (g) to pay Public Stockholders in connection with the required Commission filing fees related redemption of shares of Common Stock held by the Public Stockholders pursuant to the Securities within the time period required by Rule 456(b)(1) under the Securities Act without regard to the proviso therein and otherwise in accordance with Rules 456(b) and 457(r) under the Securities Act; (h) to apply the net proceeds from the sale terms of the Securities Company’s Amended and Restated Certificate of Incorporation, as described in amended, if the Disclosure Package and the Prospectus under the heading “Use of Proceeds”; and (i) not Company fails to take, directly or indirectly, any action designed to or that could reasonably be expected to cause or result in any stabilization or manipulation of the price of the Securitiesconsummate a Business Combination.

Further Agreements of the Company. The Company agrees with the Underwritersagrees: (a) Prior to prepare the termination of the offering of the Securities, the Company will not file any amendment to the Registration Statement or any supplement to the Final Term Sheet, substantially in Prospectus or any Preliminary Prospectus unless the form of Schedule 3 hereto Company has furnished you a copy for your review prior to filing and approved by the Representatives and will not file any such proposed amendment or supplement to which you reasonably object. The Company will cause the Final Term Sheet pursuant Prospectus and any supplement thereto to Rule 433(d) of the Securities Act within the time period prescribed by such Rule; to prepare the Prospectus, as amended or supplemented, in relation to the Securities be filed in a form approved by the Underwriters and to file or cause to be filed with the Commission such Prospectus, pursuant to Rule 424(b) under the Securities Act, within the time period prescribed by such Rule; to make no further amendment or any supplement to the Registration Statement or Prospectus as amended or supplemented after the date of this Agreement and prior to the Closing Date which shall be disapproved by the Underwriters promptly after reasonable notice thereof; to advise the Underwriters promptly of any such amendment or supplement after such Closing Date and furnish the Underwriters with copies thereof and to file promptly all reports and any definitive proxy or information statements required to be filed by the Company Representatives with the Commission pursuant to Sections 13(athe applicable paragraph of Rule 424(b) within the time period prescribed. The Company will promptly advise the Representatives (i) when the Final Prospectus, and any supplement thereto, shall have been filed (if required) with the Commission pursuant to Rule 424(b), 13(c)(ii) when, 14 or 15(d) prior to termination of the Exchange Act for so long as offering of the delivery of a prospectus is required in connection with the offering or sale of such Securities, and during such same period to advise the Underwriters, promptly after it receives notice thereof, of the time when any amendment to the Registration Statement has shall have been filed or become effective, (iii) of any request by the Commission or its staff for any amendment of the Registration Statement, or any Rule 462(b) Registration Statement, or for any supplement to the most recent Preliminary Prospectus and the Final Prospectus or for any amended Prospectus has been filed with the Commissionadditional information, (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of any order preventing notice objecting to its use or suspending the use institution or threatening of any prospectus relating proceeding for that purpose and (v) of the receipt by the Company of any notification with respect to the Securities or any Issuer Free Writing Prospectus, of the suspension of the qualification of such the Securities for offering or sale in any jurisdiction, of jurisdiction or the initiation institution or threatening of any proceeding for any such purpose, or of any request by the Commission for the amending or supplementing of the Registration Statement, any Preliminary Prospectus, the Prospectus or any Issuer Free Writing Prospectus or for additional information; and, in the event of . The Company will use its reasonable best efforts to prevent the issuance of any such stop order or the occurrence of any such order preventing suspension or suspending objection to the use of the Registration Statement and, upon such issuance, occurrence or notice of objection, to obtain as soon as possible the withdrawal of such stop order or relief from such occurrence or objection, including, if necessary, by filing an amendment to the Registration Statement or a new registration statement and using its reasonable best efforts to have such amendment or new registration statement declared effective as soon as practicable. (b) To prepare a final term sheet, containing solely a description of final terms of the Securities and the offering thereof, in the form approved by you and attached as Schedule II hereto and to file such term sheet pursuant to Rule 433(d) within the time required by such Rule. (c) If, at any time prior to the filing of the Final Prospectus pursuant to Rule 424(b), any event occurs as a result of which the Disclosure Package would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made or the circumstances then prevailing not misleading, the Company will (i) notify promptly the Representatives so that any use of the Disclosure Package may cease until it is amended or supplemented; (ii) amend or supplement the Disclosure Package to correct such statement or omission; and (iii) supply any amendment or supplement to you in such quantities as you may reasonably request. (d) If, at any time when a prospectus relating to the Securities is required to be delivered under the Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172), any event occurs as a result of which the Final Prospectus as then supplemented would include any untrue statement of a material fact or suspending omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made at such time not misleading, or if it shall be necessary to amend the Registration Statement, file a new registration statement or supplement the Final Prospectus to comply with the Act or the Exchange Act or the respective rules thereunder, including in connection with use or delivery of the Final Prospectus, the Company promptly will (i) notify the Representatives of any such qualificationevent, (ii) prepare and file with the Commission, subject to promptly the second sentence of paragraph (a) of this Section 5, an amendment or supplement or new registration statement which will correct such statement or omission or effect such compliance, (iii) use its reasonable best efforts to obtain have any amendment to the withdrawal Registration Statement or new registration statement declared effective as soon as practicable in order to avoid any disruption in use of the Final Prospectus and (iv) supply any supplemented Final Prospectus to you in such order;quantities as you may reasonably request. (be) promptly The Company will furnish to the Representatives and counsel for the Underwriters, without charge, signed copies of the Registration Statement (including exhibits thereto) and to each other Underwriter a copy of the Registration Statement (without exhibits thereto) and, so long as delivery of a prospectus by an Underwriter or dealer may be required by the Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172), as many copies of each Preliminary Prospectus, the Final Prospectus and each Issuer Free Writing Prospectus and any supplement thereto as the Representatives may reasonably request. The Company will pay the expenses of printing or other production of all documents relating to the offering. (f) As soon as practicable after the date hereof, to make generally available to the Company’s security holders and to deliver to the Representatives an earnings statement of the Company and its subsidiaries satisfying the provisions of Section 11(a) of the Act and Rule 158 under the Act. (g) For a period of three years following the Effective Date, to furnish to the Representatives copies of all materials furnished by the Company to its shareholders and all public reports and all reports and financial statements furnished by the Company to the New York Stock Exchange or to the Commission pursuant to the Exchange Act or any rule or regulation of the Commission thereunder. (h) Promptly from time to time to take such action as the Underwriters Representatives may reasonably request to qualify the Securities for offer offering and sale under the securities laws of such jurisdictions as the Underwriters Representatives may reasonably request and to comply with such laws so as to permit the continuance of sales and dealings therein in such jurisdictions for as long as may be necessary to complete the issuance and sale distribution of the Securities; provided that in connection therewith the Company shall not be required to qualify as a foreign corporation, corporation or to file a general consent to service of process in any jurisdiction jurisdiction, or to become subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject;. (ci) to furnish to To apply the Underwriters such number of conformed copies of net proceeds from the Registration Statement, as originally filed and each amendment thereto (excluding exhibits other than this Agreement), any Preliminary Prospectus, the Final Term Sheet and any other Issuer Free Writing Prospectus, the Prospectus and all amendments and supplements to any of such documents (including any document filed under the Exchange Act and deemed to be incorporated by reference in the Registration Statement, any Preliminary Prospectus or the Prospectus), in each case as soon as available and in such quantities as the Representatives may from time to time reasonably request; (d) during the period in which the Prospectus relating to the Securities (or in lieu thereof, the notice referred to in Rule 173(a) sale of the Securities Act) is required to be delivered under the Securities Act, to comply with all requirements imposed upon it being sold by the Securities Act, Company as from time to time set forth in force, so far as is necessary to permit the continuance of sales of or dealings in the Securities as contemplated by the provisions of this Agreement and by the most recent Preliminary Prospectus and the Prospectus. If during such period any event occurs as a result of which the Disclosure Package and the Final Prospectus. (j) The Company agrees that, unless it has or shall have obtained the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light prior written consent of the circumstances then existingRepresentatives, and each Underwriter, severally and not misleadingjointly, or if during such period it is necessary to amend the Registration Statement or amend or supplement the Disclosure Package or the Prospectus or file any document to comply agrees with the Securities ActCompany that, to promptly notify the Representatives and, subject to Section 4(a) hereof, amend the Registration Statement, amend unless it has or supplement the Disclosure Package or the Prospectusshall have obtained, as the case may be, or file any document (in each case, at the expense prior written consent of the Company) so as , it has not made and will not make any offer relating to correct such statement the Securities that would constitute an Issuer Free Writing Prospectus or omission or to effect such compliance, and to furnish without charge to each Underwriter as many written and electronic copies of any such amendment or supplement as the Representatives may from time to time reasonably request; (e) to make generally available to security-holders of the Company as soon as practicable, but in any event not later than eighteen months after the effective date of the Registration Statement that would otherwise constitute a “free writing prospectus” (as defined in Rule 158(c405) required to be filed by the Company with the Commission or retained by the Company under Rule 433, other than a free writing prospectus containing the Securities Act), an earnings statement information contained in the final term sheet prepared and filed pursuant to Section 5(b) hereto; provided that the prior written consent of the Company and its subsidiaries (which need not parties hereto shall be audited) complying with Section 11(a) deemed to have been given in respect of the Securities Act Free Writing Prospectuses included in Schedule III hereto and any electronic road show. Any such free writing prospectus consented to by the Representatives or the Company is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company agrees that (includingx) it has treated and will treat, at as the option case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus and (y) it has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the CompanyCommission, Rule 158 thereunder);legending and record keeping. (fk) between the date of this Agreement and the Closing Date, neither the Company, nor any of its subsidiaries or other affiliates over which it exercises management or voting control, nor any person acting on their behalf willThe Company will not, without the prior written consent of the Representatives, offer, sell, contract to sell sell, pledge, or otherwise dispose of (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the Company or any affiliate of the Company or any person in privity with the Company or any affiliate of the Company), directly or indirectly, including the filing (or participation in the filing) of a registration statement with the Commission in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, any debt securities that are substantially similar to issued or guaranteed by the Company (other than the Securities) or publicly announce an intention to effect any such transaction, until the Business Day following the Closing Date. (gl) to pay the required Commission filing fees related to the Securities within the time period required by Rule 456(b)(1) under the Securities Act without regard to the proviso therein and otherwise in accordance with Rules 456(b) and 457(r) under the Securities Act; (h) to apply the net proceeds from the sale of the Securities as described in the Disclosure Package and the Prospectus under the heading “Use of Proceeds”; and (i) The Company will not to take, directly or indirectly, any action designed to or that could would constitute or that might reasonably be expected to cause or result in any in, under the Exchange Act or otherwise, stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Securities.

Further Agreements of the Company. The Company agrees with the Underwritersagrees: (a) to To prepare the Final Term Sheet, substantially in the form of Schedule 3 hereto and approved by the Representatives and file the Final Term Sheet pursuant to Rule 433(d) of the Securities Act within the time period prescribed by such Rule; to prepare the Prospectus, as amended or supplemented, in relation to the Securities Prospectus Supplement in a form approved by the Underwriters and to file or cause to be filed with the Commission such Prospectus, Prospectus Supplement pursuant to Rule 424(b) under the Securities Act, within Act not later than the time period prescribed by such RuleCommission's close of business on the second business day following the execution and delivery of this Agreement; to make no further amendment or any supplement to the Registration Statement or Prospectus as amended or supplemented after the date of this Agreement and prior to the Closing Date which shall be disapproved by the Underwriters promptly after reasonable notice thereofProspectus except as permitted herein; to advise the Underwriters promptly of any such amendment or supplement after such Closing Date and furnish the Underwriters with copies thereof and to file promptly all reports and any definitive proxy or information statements required to be filed by the Company with the Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act for so long as the delivery of a prospectus is required in connection with the offering or sale of such Securities, and during such same period to advise the Underwriters, promptly after it receives notice thereof, of the time when any amendment to the Registration Statement has been filed or becomes effective or any supplement to the most recent Preliminary Prospectus and the Prospectus or any amended Prospectus has been filed and to furnish the Underwriters with copies thereof; to advise the CommissionUnderwriters, promptly after it receives notice thereof, of the issuance by the Commission of any stop order or of any order preventing or suspending the use of any prospectus relating to Preliminary Prospectus or the Securities or any Issuer Free Writing Prospectus, of the suspension of the qualification of such Securities the Shares for offering or sale in any jurisdiction, of the initiation or threatening of any proceeding for any such purpose, or of any request by the Commission for the amending or supplementing of the Registration Statement, any Preliminary Prospectus, Statement or the Prospectus or any Issuer Free Writing Prospectus or for additional information; and, in the event of the issuance of any such stop order or of any such order preventing or suspending the use of any prospectus relating to Preliminary Prospectus Supplement or the Securities Prospectus Supplement or suspending any such qualification, to use promptly use its best efforts to obtain the withdrawal of such orderits withdrawal; (b) To furnish promptly to the Underwriters and to counsel for the Underwriters, upon request, a conformed copy of the Registration Statement as originally filed with the Commission, and each amendment thereto filed with the Commission, including all consents and exhibits filed therewith; (c) To deliver promptly to the Underwriters such number of the following documents as the Underwriters shall reasonably request: (i) conformed copies of the Registration Statement as originally filed with the Commission and each amendment thereto (in each case including consents and exhibits other than this Agreement and the computation of per share earnings) and (ii) each Preliminary Prospectus Supplement, the Prospectus Supplement and any amended or supplemented Prospectus Supplement; and, if the delivery of a prospectus is required at any time after the Effective Time in connection with the offering or sale of the Shares and if at such time any events shall have occurred as a result of which the Preliminary Prospectus Supplement or the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made when such Preliminary Prospectus Supplement or the Prospectus is delivered, not misleading, or, if for any other reason it shall be necessary to amend or supplement the Preliminary Prospectus Supplement or the Prospectus in order to comply with the Securities Act or the Exchange Act, to notify the Underwriters and, upon its request, to file such document and to prepare and furnish without charge to the Underwriters and to any dealer in securities as many copies as the Underwriters may from time to time reasonably request of an amended or supplemented Preliminary Prospectus Supplement or the Prospectus which will correct such statement or omission or effect such compliance. The aforementioned documents furnished to the Underwriters will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T; (d) To file promptly with the Commission any amendment to the Registration Statement or the Prospectus Supplement or any supplement to the Prospectus Supplement that may, in the judgment of the Underwriters or counsel to the Underwriters, be required by the Securities Act or the Exchange Act or requested by the Commission; (e) Prior to filing with the Commission any amendment to the Registration Statement or supplement to the Prospectus pursuant to Rule 424 of the Securities Act Regulations, to furnish a copy thereof to the Underwriters and counsel for the Underwriters and obtain the consent of the Underwriters to the filing; (f) The Company will make generally available to its security holders as soon as practicable but no later than 60 days after the close of the period covered thereby an earnings statement (in form complying with the provisions of Section 11(a) of the Securities Act and Rule 158 of the Securities Act Regulations), which need not be certified by independent certified public accountants unless required by the Securities Act or the Securities Act Regulations, covering a twelve-month period commencing after the "effective date" (as defined in said Rule 158) of the Registration Statement; (g) The Company will furnish to the Underwriters, from time to time during the period when the Prospectus is required to be delivered under the Securities Act or the Exchange Act such number of copies of the Prospectus (as amended or supplemented) as the Underwriters may reasonably request for the purposes contemplated by the Securities Act or the Exchange Act or the respective applicable rules and regulations of the Commission thereunder; (h) For a period of five years following the Effective Date, to furnish to the Underwriters, upon request, copies of all materials furnished by the Company to its stockholders and all public reports and all reports and financial statements furnished by the Company to the principal national securities exchange upon which the Common Shares may be listed pursuant to requirements of or agreements with such exchange or to the Commission pursuant to the Exchange Act or any rule or regulation of the Commission thereunder; (i) Promptly from time to time to take such action as the Underwriters may reasonably request to qualify the Securities Shares for offer offering and sale under the securities securities, real estate syndication or Blue Sky laws of such jurisdictions as the Underwriters may reasonably request and to comply with such laws so as to permit the continuance of sales and dealings therein in such jurisdictions for as long as may be necessary to complete the issuance and sale distribution of the Securities; provided that in connection therewith Shares by the Company shall not be required to qualify as a foreign corporation, to file a general consent to service of process in any jurisdiction or to become subject to taxation in any jurisdiction in which it is not otherwise subjectUnderwriters; (cj) to furnish to the Underwriters such number of conformed copies of the Registration Statement, as originally filed and each amendment thereto (excluding exhibits other than this Agreement), any Preliminary Prospectus, the Final Term Sheet and any other Issuer Free Writing Prospectus, the Prospectus and all amendments and supplements to any of such documents (including any document filed under the Exchange Act and deemed to be incorporated by reference in the Registration Statement, any Preliminary Prospectus or the Prospectus), in each case as soon as available and in such quantities as the Representatives may from time to time reasonably request; (d) during the period in which the Prospectus relating to the Securities (or in lieu thereof, the notice referred to in Rule 173(a) of the Securities Act) is required to be delivered under the Securities Act, to comply with all requirements imposed upon it by the Securities Act, as from time to time in force, so far as is necessary to permit the continuance of sales of or dealings in the Securities as contemplated by the provisions of this Agreement and by the most recent Preliminary Prospectus and the Prospectus. If during such period any event occurs as a result of which the Disclosure Package or the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances then existing, not misleading, or if during such period it is necessary to amend the Registration Statement or amend or supplement the Disclosure Package or the Prospectus or file any document to comply with the Securities Act, to promptly notify the Representatives and, subject to Section 4(a) hereof, amend the Registration Statement, amend or supplement the Disclosure Package or the Prospectus, as the case may be, or file any document (in each case, at the expense of the Company) so as to correct such statement or omission or to effect such compliance, and to furnish without charge to each Underwriter as many written and electronic copies of any such amendment or supplement as the Representatives may from time to time reasonably request; (e) to make generally available to security-holders of the Company as soon as practicable, but in any event not later than eighteen months after the effective date of the Registration Statement (as defined in Rule 158(c) under the Securities Act), an earnings statement of the Company and its subsidiaries (which need not be audited) complying with Section 11(a) of the Securities Act (including, at the option of the Company, Rule 158 thereunder); (f) between From the date of this Agreement through, and including, the 30th day after the Closing Date, neither the Company, nor any of its subsidiaries or other affiliates over which it exercises management or voting control, nor any person acting on their behalf will, without the prior written consent of the Representatives, not to offer, sell, contract to sell or otherwise dispose of, except as provided hereunder, any preferred securities of any securities the Company that are substantially similar to the Securities. (g) Shares, including but not limited to pay any securities that are convertible into or exchangeable for, or that represent the required Commission filing fees related right to receive, any such substantially similar securities without the Securities within the time period required by Rule 456(b)(1) under the Securities Act without regard prior written consent of Wachovia Capital Markets, LLC, except sales or offers in private placement transactions or in direct public placements to the proviso therein and otherwise sellers relating to acquisition of real property or interests therein, including mortgage or leasehold interests, or in accordance conjunction with Rules 456(b) and 457(r) under the Securities Actany joint venture transaction, made to any seller of such real property or such joint venture interest; (hk) To use its best efforts to apply effect, within 30 days after the net proceeds from Closing Date, the sale listing of the Securities Shares on the NYSE; (l) To take such steps as described in shall be necessary to ensure that neither the Disclosure Package Company nor the Operating Partnership shall become an "investment company" within the meaning of such term under the Investment Company Act of 1940, as amended, and the Prospectus rules and regulations of the Commission thereunder; (m) The Company will use its best efforts to continue to meet the requirements to qualify as a REIT under the heading “Use of Proceeds”Code; and (in) not Except for the authorization of actions permitted to be taken by the Underwriters as contemplated herein or in the Prospectus, neither the Company nor the Operating Partnership will (a) take, directly or indirectly, any action designed to cause or to result in, or that could might reasonably be expected to cause or result in any constitute, the stabilization or manipulation of the price of any security of the SecuritiesCompany to facilitate the sale or resale of the Shares, and (b) until the Closing Date, (i) sell, bid for or purchase the Securities or pay any person any compensation for soliciting purchases of the Securities or (ii) pay or agree to pay to any person any compensation for soliciting another to purchase any other securities of the Company.

Further Agreements of the Company. The Company covenants and agrees with the Underwritersas follows: (a) to The Company will (i) prepare the Final Term Sheet, substantially in the form of Schedule 3 hereto and approved by the Representatives and timely file the Final Term Sheet pursuant to Rule 433(d) of the Securities Act within the time period prescribed by such Rule; to prepare the Prospectus, as amended or supplemented, in relation to the Securities in a form approved by the Underwriters and to file or cause to be filed with the Commission such Prospectus, pursuant to under Rule 424(b) under the Securities Act, within a Prospectus containing information previously omitted at the time period prescribed by such Rule; to make no further amendment or any supplement to of effectiveness of the Registration Statement or Prospectus as amended or supplemented after the date of this Agreement in reliance on Rule 430A and prior to the Closing Date which shall be disapproved by the Underwriters promptly after reasonable notice thereof; to advise the Underwriters promptly of any such amendment or supplement after such Closing Date and furnish the Underwriters with copies thereof and to (ii) not file promptly all reports and any definitive proxy or information statements required to be filed by the Company with the Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act for so long as the delivery of a prospectus is required in connection with the offering or sale of such Securities, and during such same period to advise the Underwriters, promptly after it receives notice thereof, of the time when any amendment to the Registration Statement has been filed or any supplement to the most recent Preliminary 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. (b) The Company will promptly notify each Underwriter in the event of (i) the request by the Commission for amendment of the Registration Statement or for supplement to the Prospectus or for any amended Prospectus has been filed with the Commissionadditional information, of (ii) the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement, (iii) the institution or notice of intended institution of any order preventing action or suspending proceeding for that purpose, (iv) the use receipt by the Company of any prospectus relating notification with respect to the Securities or any Issuer Free Writing Prospectus, of the suspension of the qualification of such Securities the Stock for offering or sale in any jurisdiction, or (v) the receipt by it of notice of the initiation or threatening of any proceeding for any such purpose, or of any request by the Commission for the amending or supplementing of the Registration Statement, any Preliminary Prospectus, the Prospectus or any Issuer Free Writing Prospectus or for additional information; and, in the event of . The Company will make every reasonable effort to prevent the issuance of any such a stop order or of and, if such an order shall at any such order preventing or suspending the use of any prospectus relating to the Securities or suspending any such qualificationtime be issued, to promptly use its best efforts to obtain the withdrawal of such order;thereof at the earliest possible moment. (bc) The Company will (i) 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, (ii) 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 (iii) thereafter from time to time to take such action as the Underwriters may reasonably request to qualify the Securities for offer and sale under the securities laws of such jurisdictions as the Underwriters may reasonably request and to comply with such laws so as to permit the continuance of sales and dealings therein in such jurisdictions for as long as may be necessary to complete the issuance and sale of the Securities; provided that in connection therewith the Company shall not be required to qualify as a foreign corporation, to file a general consent to service of process in any jurisdiction or to become subject to taxation in any jurisdiction in which it is not otherwise subject; (c) to furnish to the Underwriters such number of conformed copies of the Registration Statement, as originally filed and each amendment thereto (excluding exhibits other than this Agreement), any Preliminary Prospectus, the Final Term Sheet and any other Issuer Free Writing Prospectus, the Prospectus and all amendments and supplements to any of such documents (including any document filed under the Exchange Act and deemed to be incorporated by reference in the Registration Statement, any Preliminary Prospectus or the Prospectus), in each case as soon as available and in such quantities as the Representatives may from time to time reasonably request; (d) during the period in which the Prospectus relating to the Securities (or in lieu thereof, the notice referred to in Rule 173(a) of the Securities Act) a prospectus is required by law to be delivered under by an Underwriter or dealer, likewise send to the Securities ActUnderwriters as many additional copies of the Prospectus and as many copies of any supplement to the Prospectus and of any amended prospectus, to comply filed by the Company with all requirements imposed upon it the Commission, as you may reasonably request for the purposes contemplated by the Securities Act, as from . (d) If at any time during the period in which a prospectus is required by law to time in force, so far as is necessary to permit the continuance of sales of be delivered by an Underwriter or dealings in the Securities as contemplated by the provisions of this Agreement and by the most recent Preliminary Prospectus and the Prospectus. If during such period dealer any event occurs 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 Disclosure Package 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 Stock, the Company will forthwith prepare and file with the Commission a supplement to the Prospectus or an amended prospectus so that the Prospectus as then so supplemented or amended or supplemented would include an will not contain any untrue statement of a material fact or omit to state a any material fact necessary in order to make the statements therein, in the light of the circumstances then existingexisting at the time such Prospectus is delivered to such purchaser, not misleading. If, or if after the initial public offering of the Stock by the Underwriters and during such period it is necessary period, the Underwriters shall propose to amend vary the Registration Statement terms of offering thereof by reason of changes in general market conditions or amend 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 the Disclosure Package or to the Prospectus or file an amended prospectus setting forth such variation. The Company authorizes the Underwriters and all dealers to whom any document of the Stock may be sold by the several Underwriters to comply with the Securities Act, to promptly notify the Representatives and, subject to Section 4(a) hereof, amend the Registration Statement, amend or supplement the Disclosure Package or use the Prospectus, as the case may be, or file any document (in each case, at the expense of the Company) so as to correct such statement or omission or to effect such compliance, and to furnish without charge to each Underwriter as many written and electronic copies of any such amendment or supplement as the Representatives may from time to time reasonably request;amended or supplemented, in connection with the sale of the Stock in accordance with the applicable provisions of the Securities Act and the applicable rules and regulations thereunder for such period. (e) 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. (f) The Company will cooperate, when and as requested by you, in the qualification of the 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; 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 Stock. (g) 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. (h) 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 security-its security holders of the Company as soon as practicable, but in any event not later than eighteen months after the effective date of the Registration Statement (as defined in Rule 158(c) under the Securities Act), an earnings statement of the Company and its subsidiaries (which need not be audited) complying in accordance with Section 11(a) of the Securities Act (including, at the option of the Company, and Rule 158 thereunder);. (fi) between The Company agrees to pay all costs and expenses incident to the date performance of its obligations under this Agreement, including all costs and expenses incident to (i) 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, (ii) the furnishing to the Underwriters of copies of any Preliminary Prospectus and of the several documents required by paragraph (c) of this Section 6 to be so furnished, (iii) the printing of this Agreement and related documents delivered to the Closing DateUnderwriters, neither (iv) the Companypreparation, nor any printing and filing of its subsidiaries all supplements and amendments to the Prospectus referred to in paragraph (d) of this Section 6, (v) the furnishing to you and the Underwriters of the reports and information referred to in paragraph (g) of this Section 6 and (vi) the printing and issuance of stock certificates, including the transfer agent's fees. (j) The Company agrees 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 other affiliates over which it exercises management for the account of the Underwriters or voting control, nor any person acting on their behalf willcounsel in qualifying the Stock under state securities or blue sky laws and in the review of the offering by the NASD. (k) The Company hereby agrees that, without the prior written consent of the Representatives, offer, sell, contract to sell or otherwise dispose of any securities that are substantially similar to the Securities. (g) to pay the required Commission filing fees related to the Chase Securities within the time period required by Rule 456(b)(1) under the Securities Act without regard to the proviso therein and otherwise in accordance with Rules 456(b) and 457(r) under the Securities Act; (h) to apply the net proceeds from the sale Inc. on behalf of the Securities as described in the Disclosure Package and the Prospectus under the heading “Use of Proceeds”; and Underwriters (i) such consent not to takebe unreasonably withheld), the Company 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 action designed 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 (ii) 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 (i) or (ii) 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 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 Company (the "Option Plans") or upon the exercise of warrants outstanding as of the date hereof, all as described under the caption "Capitalization" in the Preliminary Prospectus, and (C) grants or options to purchase Common Stock granted under the Option Plans. (l) If at any time during the 25-day period after the Registration Statement becomes effective any rumor, publication or event relating to or that could reasonably 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 expected materially affected (regardless of whether such rumor, publication or event necessitates a supplement to cause or result in any stabilization or manipulation amendment of the price Prospectus), the Company will, after written notice from you advising the Company to the effect set forth above, forthwith prepare, consult with you concerning the substance of, and disseminate a press release or other public statement, reasonably satisfactory to you and to counsel to the Company, responding to or commenting on such rumor, publication or event. (m) The Company is familiar with the Investment Company Act of 1940, as amended, 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 SecuritiesInvestment Company Act of 1940, as amended, and the rules and regulations thereunder. (n) The Company agrees to place stop transfer orders on any Directed Stock that has been sold to Participants subject to the three month restriction on sale, transfer, assignment, pledge or hypothecation imposed by NASD Regulation, Inc. under its Interpretative Material 2110-1 on free-riding and withholding to the extent necessary to ensure compliance with the three month restrictions. (o) The Company agrees to comply with all applicable securities and other applicable laws, rules and regulations in each jurisdiction in which the Directed Stock is offered in connection with the Directed Stock Program.

Further Agreements of the Company. The Company agrees with the several Underwriters: (a) To cause the relevant Ordinary Shares underlying the Offered ADSs and the relevant Offered Shares to be listed and admitted to trading on Euronext on the relevant Closing Date. (b) To prepare the Final Term Sheet, substantially in the form of Schedule 3 hereto and approved by the Representatives and file the Final Term Sheet pursuant to Rule 433(d) of the Securities Act within the time period prescribed by such Rule; to prepare the Prospectus, as amended or supplemented, in relation to the Securities Prospectus in a form approved by to which the Underwriters Representatives do not reasonably object containing information previously omitted at the time of effectiveness of the Registration Statement in reliance on Rule 430B of the Rules and Regulations and to file or cause to be filed with the Commission such Prospectus, Prospectus pursuant to Rule 424(b) under of the Securities Act, within the Rules and Regulations not later than such time period prescribed as may be required by such Rule; to make no further amendment or any supplement to the Registration Statement or Prospectus as amended or supplemented after the date of this Agreement and prior to the Closing Date which shall be disapproved reasonably by the Underwriters Representatives promptly after reasonable notice thereof; to advise the Underwriters promptly of any such amendment or supplement after such Closing Date and furnish the Underwriters with copies thereof and to file promptly all reports and any definitive proxy or information statements required to be filed by the Company with the Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act for so long as the delivery of a prospectus is required in connection with the offering or sale of such Securities, and during such same period to advise the Underwritersyou, promptly after it receives notice thereof, of the time when any amendment to the Registration Statement has been filed or any supplement to the most recent Preliminary Prospectus and the Prospectus or any amended Prospectus has been filed with the Commission, of the issuance by the Commission of any stop order or of any order preventing or suspending the use of any Preliminary Prospectus or other prospectus relating in respect of the Securities, of any proceedings for such purpose or pursuant to Section 8A under the Securities Act, of any notice of objection of the Commission to the Securities use of the Registration Statement or any Issuer Free Writing Prospectuspost-effective amendment thereto pursuant to Rule 401(g)(2) under the Act, of the suspension of the qualification of such the Securities for offering or sale in any jurisdiction, of the initiation or threatening of any proceeding for any such purpose, or of any request by the Commission for the amending or supplementing of the Registration Statement, any Preliminary Prospectus, Statement or the Prospectus or any Issuer Free Writing Prospectus or for additional information; and, in the event of the issuance of any such stop order or of any such order preventing or suspending the use of any prospectus relating to the Securities or suspending any such qualification, to promptly use its best efforts to obtain the withdrawal of such order; (b) promptly from time to time to take such action as the Underwriters may reasonably request to qualify the Securities for offer and sale under the securities laws of such jurisdictions as the Underwriters may reasonably request and to comply with such laws so as to permit the continuance of sales and dealings therein in such jurisdictions for as long as may be necessary to complete the issuance and sale of the Securities; provided that in connection therewith the Company shall not be required to qualify as a foreign corporation, to file a general consent to service of process in any jurisdiction or to become subject to taxation in any jurisdiction in which it is not otherwise subject;. (c) During the period mentioned in paragraph (d) below, before amending or supplementing the Registration Statement, the Prospectus or the General Disclosure Package, to furnish to the Underwriters Representatives a copy of each such number of conformed copies of the Registration Statementproposed amendment or supplement, as originally filed and each not to file any such proposed amendment thereto (excluding exhibits other than this Agreement), any Preliminary Prospectus, the Final Term Sheet and any other Issuer Free Writing Prospectus, the Prospectus and all amendments and supplements or supplement to any of such documents (including any document filed under the Exchange Act and deemed to be incorporated by reference in the Registration Statement, any Preliminary Prospectus or the Prospectus), in each case as soon as available and in such quantities as which the Representatives may from time to time reasonably request;objects in a timely manner. (d) If, during such period after the period first date of the public offering of the Securities as, in which the opinion of the Representatives’ counsel, the Prospectus relating or the General Disclosure Package is required by applicable U.S. law to be delivered in connection with sales by an Underwriter or dealer, any event shall occur as a result of which it is necessary to amend or supplement the Securities Prospectus or the General Disclosure Package in order to make the statements therein, in light of the circumstances when the Prospectus (or in lieu thereof, the notice referred to in Rule 173(a) of under the Securities Act) or the General Disclosure Package is required delivered to be delivered a purchaser, not misleading, or if it is necessary to amend or supplement the Prospectus or the General Disclosure Package to comply with applicable U.S. law, forthwith to prepare and furnish, to the Underwriters and to the dealers (whose names and addresses the Representatives will furnish to the Company) to which Securities may have been sold by the Representatives on behalf of the Underwriters and to any other dealers upon request, either amendments or supplements to the Prospectus or the General Disclosure Package, as applicable, so that the statements in the Prospectus or the General Disclosure Package as so amended or supplemented will not, in light of the circumstances when the Prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the Securities Act) or the General Disclosure Package is delivered to a purchaser, to be misleading or so that the Prospectus or the General Disclosure Package, as applicable, as amended or supplemented, will comply with all requirements imposed upon applicable U.S. law. (e) That it by has not made and will not, make any offer relating to the Securities Actthat would constitute a “free writing prospectus” as defined in Rule 405 of the Rules and Regulations without the prior consent of the Representatives (each such free writing prospectus, a “Permitted Free Writing Prospectus”). The Company represents that it has treated and agrees that it will treat each Permitted Free Writing Prospectus as from time to time in force, so far as is necessary to permit the continuance of sales of or dealings in the Securities as contemplated by the provisions of this Agreement and by the most recent Preliminary an Issuer Free Writing Prospectus and comply with the requirements of Rules 164 and 433 of the Rules and Regulations applicable to any Issuer Free Writing Prospectus. , including the requirements relating to timely filing with the Commission, legending and record keeping. (f) If during such period at any time following issuance of an Issuer Free Writing Prospectus there occurred or occurs an event occurs or development as a result of which such Issuer Free Writing Prospectus conflicted or will conflict with the Disclosure Package information contained in the Registration Statement, Pricing Prospectus or the Prospectus as then amended and not superseded or supplemented modified or included or would include an untrue statement of a material fact or omitted or would omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances then existingprevailing at the subsequent time, not misleading, the Company has promptly notified or if during such period it is necessary to amend the Registration Statement or amend or supplement the Disclosure Package or the Prospectus or file any document to comply with the Securities Act, to will promptly notify the Representatives so that any use of the Issuer Free Writing Prospectus may cease until it is amended or supplemented and has promptly amended or will promptly amend or supplement, at its own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement or omission. The foregoing sentence does not apply to statements in or omissions from any Issuer Free Writing Prospectus in reliance upon, and in conformity with, (i) written information furnished to the Company through the Representatives by or on behalf of any Underwriter specifically for inclusion therein, which information the parties hereto agree is limited to the Underwriters’ Information (as defined in Section 21 hereof) and (ii) Selling Shareholder Information. (g) To the extent not available on the Commission’s Electronic Data Gathering, Analysis and Retrieval system or any successor system (“XXXXX”), to furnish to the Representatives, if requested, one conformed copy of the Registration Statement (including exhibits thereto and documents incorporated by reference therein) and for delivery to each other Underwriter a conformed copy of the Registration Statement (without exhibits thereto, but including documents incorporated by reference therein) and, subject to Section 4(aduring the period mentioned in paragraph (d) hereofabove, amend the Registration Statement, amend or supplement the Disclosure Package or as many copies of the Prospectus, as the case may be, or file any document (in each case, at the expense of the Company) so as to correct such statement or omission or to effect such compliance, documents incorporated by reference therein and to furnish without charge to each Underwriter as many written any supplements and electronic copies of any such amendment or supplement amendments thereto as the Representatives may from time to time reasonably request;. (eh) to To make generally available to security-holders of the Company its shareholders as soon as practicable, but in any event not later than eighteen sixteen (16) months after the effective date of the Registration Statement (as defined in Rule 158(c) under of the Securities ActRules and Regulations), an earnings statement of the Company and its subsidiaries (which need not be audited) complying with Section 11(a) of the Securities Act (including, at the option of the Company, Rule 158 thereunder158); (f) between the date of this Agreement and the Closing Date, neither the Company, nor any of its subsidiaries or other affiliates over which it exercises management or voting control, nor any person acting on their behalf will, without the prior written consent of the Representatives, offer, sell, contract to sell or otherwise dispose of any securities that are substantially similar to the Securities. (g) to pay the required Commission filing fees related to the Securities within the time period required by Rule 456(b)(1) under the Securities Act without regard to the proviso therein and otherwise in accordance with Rules 456(b) and 457(r) under the Securities Act; (h) to apply the net proceeds from the sale of the Securities as described in the Disclosure Package and the Prospectus under the heading “Use of Proceeds”; and (i) To endeavor to qualify the Offered ADSs and Offered Shares for offering and sale under the securities laws of such U.S. or non-U.S. jurisdictions as the Representatives may reasonably request; provided, however, that the Company shall not be obligated to take, directly or indirectly, any action designed to or that could reasonably be expected to cause or result (i) qualify as a foreign corporation in any stabilization jurisdiction in which it is not so qualified, (ii) file a general consent to service of process in any jurisdiction or manipulation of the price of the Securities(iii) subject itself to taxation in any such jurisdiction if it is not otherwise so subject.

Further Agreements of the Company. The Company agrees with the Underwritersagrees: (a) to prepare the Final Term Sheet, substantially in the form of Schedule 3 hereto and approved by the Representatives and To file the Final Term Sheet Prospectus pursuant to Rule 433(d) 497 of the Securities Act within Rules and Regulations not later than the time period prescribed by such Rule; to prepare second business day following the Prospectus, as amended earlier of the date of determination of the offering price or supplemented, in relation to the Securities in a form approved by date the Underwriters and to file or cause to be filed with Prospectus is first used after the Commission such Prospectus, pursuant to Rule 424(b) under Effective Date of the Securities Act, within the time period prescribed by such RuleRegulation Statement; to make no further amendment or any supplement to the Registration Statement or to the Prospectus as amended or supplemented after the date of this Agreement and prior to the Closing Delivery Date which shall be disapproved by the Underwriters promptly after reasonable notice thereofexcept as permitted herein; to advise the Underwriters promptly of any such amendment or supplement after such Closing Date and furnish the Underwriters with copies thereof and to file promptly all reports and any definitive proxy or information statements required to be filed by the Company with the Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act for so long as the delivery of a prospectus is required in connection with the offering or sale of such Securities, and during such same period to advise the Underwriters, you promptly after it receives notice thereof, of the time when any amendment to the Registration Statement has been filed or becomes effective or any supplement to the most recent Preliminary Prospectus and the Prospectus or any amended Prospectus has been filed and to furnish you with the Commissioncopies thereof; to advise you, promptly after it receives notice thereof, of the issuance by the Commission of any stop order or of any order preventing or suspending the use of any prospectus relating to Preliminary Prospectus or the Securities or any Issuer Free Writing Prospectus, of the suspension of the qualification of such Securities the Stock for offering or sale in any jurisdiction, of the initiation or threatening of any proceeding for any such purpose, or of any request by the Commission for the amending or supplementing of the Registration Statement, any Preliminary Prospectus, Statement or the Prospectus or any Issuer Free Writing Prospectus or for additional information; and, in the event of the issuance of any such stop order or of any such order preventing or suspending the use of any prospectus relating to Preliminary Prospectus or the Securities Prospectus or suspending any such qualification, to use promptly use its best efforts to obtain the withdrawal of such order;its withdrawal. (b) To furnish promptly from time to time to take such action as the Underwriters may reasonably request to qualify the Securities for offer and sale under the securities laws of such jurisdictions as the Underwriters may reasonably request you and to comply with such laws so as to permit the continuance of sales and dealings therein in such jurisdictions for as long as may be necessary to complete the issuance and sale your counsel a signed copy of the Securities; provided that in connection therewith Registration Statement as originally filed with the Company shall not be required to qualify as a foreign corporationCommission, to file a general consent to service of process in any jurisdiction or to become subject to taxation in any jurisdiction in which it is not otherwise subject;and each amendment thereto filed with the Commission, including all consents and exhibits filed therewith. (c) To deliver promptly to furnish to the Underwriters you in New York City such number of the following documents as you shall request: (i) conformed copies of the Registration Statement, Statement as originally filed with the Commission and each amendment thereto (in each case excluding exhibits other than this Agreement, the Auction Agent Agreement, the Letter of Representations and the Articles Supplementary), (ii) any amendment to the Notification filed with the Commission, (iii) each Preliminary Prospectus, the Final Term Sheet Prospectus (not later than 10:00 A.M., New York City time, on the day following the execution and delivery of this Agreement) and any other Issuer Free Writing Prospectusamended or supplemented Prospectus (not later than 10:00 A.M., New York City time, on the Prospectus day following the execution and all amendments delivery of this Agreement) and supplements to (iv) if the delivery of a prospectus is required at any time after the Effective Time of such documents (including any document filed under the Exchange Act and deemed to be incorporated by reference in the Registration Statement, any Preliminary Prospectus Statement in connection with the offering or sale of the Prospectus), in each case as soon as available and in such quantities as the Representatives may from time to time reasonably request; (d) during the period in which the Prospectus relating to the Securities Stock (or in lieu thereof, the notice referred to in Rule 173(aany other securities relating thereto) of the Securities Act) is required to be delivered under the Securities Act, to comply with all requirements imposed upon it by the Securities Act, as from and if at such time to time in force, so far as is necessary to permit the continuance of sales of or dealings in the Securities as contemplated by the provisions of this Agreement and by the most recent Preliminary Prospectus and the Prospectus. If during such period any event occurs shall have occurred as a result of which the Disclosure Package or the Prospectus as then amended or supplemented would include an any untrue statement of a material fact or omit to state a any material fact necessary in order to make the statements therein, in the light of the circumstances then existingunder which they were made when such Prospectus is delivered, not misleading, or or, if during such period for any other reason it is shall be necessary to amend the Registration Statement or amend or supplement the Disclosure Package or the Prospectus or file any document in order to comply with the Securities ActActs, to promptly notify the Representatives you and, subject upon your request to Section 4(a) hereof, amend the Registration Statement, amend prepare and furnish without charge to you and to any dealer in securities as many copies as you may from time to time request of an amended or supplement the Disclosure Package or the Prospectus, as the case may be, or file any document (in each case, at the expense of the Company) so as to supplemented Prospectus which will correct such statement or omission or to effect such compliance. (d) To file promptly with the Commission any amendment to the Registration Statement or the Prospectus or any supplement to the Prospectus that may, and to furnish without charge to each Underwriter as many written and electronic copies in the judgment of any such amendment the Company or supplement as you, be required by the Representatives may from time to time reasonably request;Acts or requested by the Commission. (e) Prior to filing with the Commission (i) any amendment to the Registration Statement or supplement to the Prospectus, or (ii) any Prospectus pursuant to Rule 497 of the Rules and Regulations, to furnish a copy thereof to you and your counsel and to refrain from filing any such amendment, supplement or Prospectus to which you shall reasonably object after being timely furnished in advance a copy thereof. (f) As soon as practicable after the Effective Date of the Registration Statement, to make generally available to security-its security holders of the Company as soon as practicable, but in any event not later than eighteen months after the effective date of the Registration Statement (as defined in Rule 158(c) under the Securities Act), and to deliver to you an earnings statement of the Company and its subsidiaries (which need not be audited) Company, complying with the requirements of Section 11(a) of the Securities Act and the Rules and Regulations (including, at the option of the Company, Rule 158 thereunder158); (f) between the date of this Agreement and the Closing Date, neither the Company, nor any of its subsidiaries or other affiliates over which it exercises management or voting control, nor any person acting on their behalf will, without the prior written consent of the Representatives, offer, sell, contract to sell or otherwise dispose of any securities that are substantially similar to the Securities. (g) For a period of five years from the Effective Date of the Registration Statement, to pay furnish to you copies of all materials furnished by the required Company to shareholders and all public reports and all reports and financial statements furnished by the Company to the New York Stock Exchange, Inc. pursuant to requirements of or agreements with such exchange or to the Commission filing fees related pursuant to the Securities within Exchange Act of 1934, as amended (the time period required by Rule 456(b)(1) under "Exchange Act"), or any rule or regulation of the Securities Act without regard to the proviso therein and otherwise in accordance with Rules 456(b) and 457(r) under the Securities Act;Commission thereunder. (h) to To apply the net proceeds from the sale of the Securities Stock being sold by the Company as described set forth in the Disclosure Package and the Prospectus under the heading “Use of Proceeds”; andProspectus. (i) Except for the shares of Stock and any shares of common stock of the Company issued to shareholders pursuant to the Company's Dividend Reinvestment and Cash Purchase Plan, not to takeoffer, directly sell or indirectly, register any action designed to securities with the Commission or that could reasonably be expected announce an offering of any securities of the Company within 90 days after the date hereof. (j) The Company will use its reasonable best efforts to cause or result in any stabilization or manipulation the Stock, prior to the Delivery Date, to be assigned ratings of the price of the Securities"AAA" by Fitch Investors Service, Inc. ("Fitch") and "aaa" by Moody's Investors Service, Inc. ("Moody's), respectively.

Further Agreements of the Company. The Company agrees with the Underwritersagrees: (a) to To prepare the Final Term Sheet, substantially in the form of Schedule 3 hereto and approved by the Representatives and file the Final Term Sheet pursuant to Rule 433(d) of the Securities Act within the time period prescribed by such Rule; to prepare the Prospectus, as amended or supplemented, in relation to the Securities Prospectus in a form approved by the Underwriters Representatives and to file or cause to be filed with the Commission such Prospectus, Prospectus pursuant to Rule 424(b) under the Securities Act not later than the Commission's close of business on the second business day following the execution and delivery of this Agreement or, if applicable, such earlier time as may be required by Rule 430A(a)(3) under the Securities Act, within the time period prescribed by such Rule; to make no further amendment or any supplement to the Registration Statement or Prospectus as amended or supplemented after the date of this Agreement and prior to the Closing Date Prospectus unless the Representatives have previously been furnished with a copy of such amendment or supplement and have consented to such amendment or supplement (which consent shall not be disapproved by the Underwriters promptly after reasonable notice thereofunreasonably withheld); to advise the Underwriters promptly of any such amendment or supplement after such Closing Date and furnish the Underwriters with copies thereof and to file promptly all reports and any definitive proxy or information statements required to be filed by the Company with the Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act for so long as the delivery of a prospectus is required in connection with the offering or sale of such Securities, and during such same period to advise the UnderwritersRepresentatives, promptly after it receives notice thereof, of the time when any amendment to the Registration Statement has been filed or becomes effective or any supplement to the most recent Preliminary Prospectus and the Prospectus or any amended Prospectus has been filed and to furnish the Representatives with copies thereof; to advise the CommissionRepresentatives, promptly after it receives notice thereof, of the issuance by the Commission of any stop order or of any order preventing or suspending the use of any prospectus relating to Preliminary Prospectus or the Securities or any Issuer Free Writing Prospectus, of the suspension of the qualification of such Securities the Stock for offering or sale in any jurisdiction, of the initiation or threatening of any proceeding for any such purpose, or of any request by the Commission for the amending or supplementing of the Registration Statement, any Preliminary Prospectus, Statement or the Prospectus or any Issuer Free Writing Prospectus or for additional information; and, in the event of the issuance of any such stop order or of any such order preventing or suspending the use of any prospectus relating to Preliminary Prospectus or the Securities Prospectus or suspending any such qualification, to use promptly use its best efforts to obtain the withdrawal of such orderits withdrawal; (b) To furnish promptly to each of the Representatives and to counsel for the Underwriters a signed copy of the Registration Statement as originally filed with the Commission, and each amendment thereto filed with the Commission, including all consents and exhibits filed therewith; (c) To deliver promptly to the Representatives such number of the following documents as the Representatives shall reasonably request: (i) conformed copies of the Registration Statement as originally filed with the Commission and each amendment thereto (in each case excluding exhibits other than this Agreement and the computation of per share earnings) and (ii) each Preliminary Prospectus, the Prospectus and any amended or supplemented Prospectus; and, if the delivery of a prospectus is required at any time after the Effective Time in connection with the offering or sale of the Stock or any other securities relating thereto and if at such time any events shall have occurred as a result of which the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made when such Prospectus is delivered, not misleading, or, if for any other reason it shall be necessary to amend or supplement the Prospectus in order to comply with the Securities Act, to notify the Representatives and, upon their request, to prepare and furnish without charge to each Underwriter and to any dealer in securities as many copies as the Representatives may from time to time reasonably request of an amended or supplemented Prospectus which will correct such statement or omission or effect such compliance. (d) To file promptly with the Commission any amendment to the Registration Statement or the Prospectus or any supplement to the Prospectus that may, in the judgment of the Company or the Representatives, be required by the Securities Act or requested by the Commission; (e) Prior to filing with the Commission any amendment to the Registration Statement or supplement to the Prospectus or any Prospectus pursuant to Rule 424 of the Rules and Regulations, to furnish a copy thereof to the Representatives and counsel for the Underwriters and obtain the consent of the Representatives to the filing (which consent shall not be unreasonably withheld); (f) As soon as practicable after the Effective Date, to make generally available to the Company's security holders and to deliver to the Representatives an earnings statement of the Company and its subsidiaries (which need not be audited) complying with Section 11(a) of the Securities Act and the Rules and Regulations (including, at the option of the Company, Rule 158); (g) For a period of three years following the Effective Date, to furnish to the Representatives copies of all materials furnished generally by the Company to its shareholders and all public reports and all reports and financial statements furnished by the Company to the principal national securities exchange upon which the Class A Common Stock may be listed pursuant to requirements of or agreements with such exchange or to the Commission pursuant to the Exchange Act or any rule or regulation of the Commission thereunder; (h) Promptly from time to time to take such action as the Underwriters Representatives may reasonably request to qualify the Securities Stock for offer offering and sale under the securities laws of such jurisdictions as the Underwriters Representatives may reasonably request (including such jurisdictions as may be require for the offering and sale of the Directed Shares) and to comply with such laws so as to permit the continuance of sales and dealings therein in such jurisdictions for as long as may be necessary to complete the issuance and sale distribution of the Securities; provided that in connection therewith the Company shall not be required to qualify as a foreign corporation, to file a general consent to service of process in any jurisdiction or to become subject to taxation in any jurisdiction in which it is not otherwise subjectStock; (cA) to furnish to For a period of 180 days from the Underwriters such number date of conformed copies of the Registration Statement, as originally filed and each amendment thereto (excluding exhibits other than this Agreement), any Preliminary Prospectus, the Final Term Sheet and any other Issuer Free Writing Prospectus, the Prospectus and all amendments and supplements to any of such documents (including any document filed under the Exchange Act and deemed to be incorporated by reference in the Registration Statement, any Preliminary Prospectus or the Prospectus), in each case as soon as available and in such quantities as the Representatives may from time to time reasonably request; (d) during the period in which the Prospectus relating to the Securities (or in lieu thereof, the notice referred to in Rule 173(a) of the Securities Act) is required to be delivered under the Securities Act, to comply with all requirements imposed upon it by the Securities Act, as from time to time in force, so far as is necessary to permit the continuance of sales of or dealings in the Securities as contemplated by the provisions of this Agreement and by the most recent Preliminary Prospectus and the Prospectus. If during such period any event occurs as a result of which the Disclosure Package or the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances then existing, not misleading, or if during such period it is necessary to amend the Registration Statement or amend or supplement the Disclosure Package or the Prospectus or file any document to comply with the Securities Act, to promptly notify the Representatives and, subject to Section 4(a) hereof, amend the Registration Statement, amend or supplement the Disclosure Package or the Prospectus, as the case may benot to, directly or indirectly, (1) offer for sale, sell, pledge or otherwise dispose of (or enter into any transaction or device, or file any document (registration statement, other than a registration statement on Form S-8, which is designed to, or could be expected to, result in each case, at the expense of the Company) so as to correct such statement or omission or to effect such compliance, and to furnish without charge to each Underwriter as many written and electronic copies of any such amendment or supplement as the Representatives may from time to time reasonably request;disposition by any (ei) to make generally available to security-holders the pledge of securities issued upon the Company as soon as practicable, but in any event not later than eighteen months after the effective date exercise of the Registration Statement (as defined in Rule 158(c) under the Securities Act), an earnings statement of the Company and its subsidiaries (which need not be audited) complying with Section 11(a) of the Securities Act (including, at the option of the Company, Rule 158 thereunder); (f) between options outstanding on the date of this Agreement pursuant to the Company's 1996 Stock Option Plan or 2000 Stock Incentive Plan or (ii) pledges, existing on the date of this Agreement, of securities held by the Xxxxxx XX Limited Partnership, provided, further that in the case of this clause (c) the foregoing shall apply to the securities so pledged and the Closing Datepledgee of those securities shall agree to be bound by the terms of the lock-up agreement, neither the Companyor (2) enter into any swap or other derivatives transaction that transfers to another, nor in whole or in part, any of its subsidiaries the economic benefits or risks of ownership of such shares of Capital Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Capital Stock or other affiliates over which it exercises management securities, in cash or voting controlotherwise, nor any person acting on their behalf willin each case for a period of 180 days from the date of the Prospectus, without the prior written consent of the Representatives, offer, sell, contract to sell or otherwise dispose Xxxxxx Brothers Inc. and Banc of any securities that are substantially similar to the Securities. (g) to pay the required Commission filing fees related to the America Securities within the time period required by Rule 456(b)(1) under the Securities Act without regard to the proviso therein and otherwise in accordance with Rules 456(b) and 457(r) under the Securities ActLLC; (hj) to To apply the net proceeds from the sale of the Securities Stock being sold by the Company as described set forth in the Disclosure Package and the Prospectus under the heading “caption "Use of Proceeds”" and to file a Certificate of Elimination with the Secretary of State of the State of Oklahoma within two business days from the First Delivery Date to eliminate all of the Class D Preferred Stock and Class E Preferred Stock, which is being redeemed with the net proceeds from the sale of the Stock being sold by the Company. (k) To take such steps as shall be necessary to ensure that neither the Company nor any subsidiary shall become an "investment company" within the meaning of such term under the Investment Company Act and the rules and regulations of the Commission thereunder; (l) To comply with the Securities Act and the Rules and Regulations and the Exchange Act (including the rules and regulations thereunder) so as to permit the completion of the distribution of the Stock as contemplated in this Agreement and the Prospectus; and (im) not Not to take, directly or indirectly, any action designed to cause or result in, or that could constitutes or might reasonably be expected to cause or result in any constitute, the stabilization or manipulation of the price of the SecuritiesClass A Common Stock. (n) In connection with the Directed Share Program, the Company will ensure that the Directed Shares will be restricted to the extend required by the NASD or the NASD rules from sale, transfer, assignment, pledge or hypothecation for a period of three months following the date of the effectiveness of the Registration Statement. Xxxxxxx Xxxxx Barney Inc. will notify the Company as to which Participants will need to be so restricted. The Company will direct the removal of such transfer restrictions upon the expiration of such period of time.

Further Agreements of the Company. The Company agrees with the Underwritersagrees: (a) to To prepare the Final Term Sheet, substantially in the form of Schedule 3 hereto and approved by the Representatives and file the Final Term Sheet pursuant to Rule 433(d) of the Securities Act within the time period prescribed by such Rule; to prepare the Prospectus, as amended or supplemented, in relation to the Securities Prospectus in a form approved by the Underwriters Representatives and to file or cause to be filed with the Commission such Prospectus, Prospectus pursuant to Rule 424(b) under the Securities Act not later than Commission's close of business on the second business day following the execution and delivery of this Agreement or, if applicable, such earlier time as may be required by Rule 430A(a)(3) under the Securities Act, within the time period prescribed by such Rule; to make no further amendment or any supplement to the Registration Statement or Prospectus as amended or supplemented after the date of this Agreement and prior to the Closing Date which shall be disapproved by the Underwriters promptly after reasonable notice thereofProspectus except as permitted herein; to advise the Underwriters promptly of any such amendment or supplement after such Closing Date and furnish the Underwriters with copies thereof and to file promptly all reports and any definitive proxy or information statements required to be filed by the Company with the Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act for so long as the delivery of a prospectus is required in connection with the offering or sale of such Securities, and during such same period to advise the UnderwritersRepresentatives, promptly after it receives notice thereof, of the time when any amendment to the Registration Statement has been filed or becomes effective or any supplement to the most recent Preliminary Prospectus and the Prospectus or any amended Prospectus has been filed and to furnish the Representatives with copies thereof; to advise the CommissionRepresentatives, promptly after it receives notice thereof, of the issuance by the Commission of any stop order or of any order preventing or suspending the use of any prospectus relating to Preliminary Prospectus or the Securities or any Issuer Free Writing Prospectus, of the suspension of the qualification of such Securities the Stock for offering or sale in any jurisdiction, of the initiation or threatening of any proceeding for any such purpose, or of any request by the Commission for the amending or supplementing of the Registration Statement, any Preliminary Prospectus, Statement or the Prospectus or any Issuer Free Writing Prospectus or for additional information; and, in the event of the issuance of any such stop order or of any such order preventing or suspending the use of any prospectus relating to Preliminary Prospectus or the Securities Prospectus or suspending any such qualification, to use promptly use its best efforts to obtain the withdrawal of such orderits withdrawal; (b) To furnish promptly to each of the Representatives and to counsel for the Underwriters a signed copy of the Registration Statement as originally filed with the Commission, and each amendment thereto filed with the Commission, including all consents and exhibits filed therewith; (c) To deliver promptly to the Representatives such number of the following documents as the Representatives shall reasonably request: (i) conformed copies of the Registration Statement as originally filed with the Commission and each amendment thereto (in each case excluding exhibits other than this Agreement and the computation of per share earnings) and (ii) each Preliminary Prospectus, the Prospectus and any amended or supplemented Prospectus and, if the delivery of a prospectus is required at any time after the Effective Time in connection with the offering or sale of the Stock or any other securities relating thereto and if at such time any events shall have occurred as a result of which the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made when such Prospectus is delivered, not misleading, or, if for any other reason it shall be necessary to amend or supplement the Prospectus in order to comply with the Securities Act, to notify the Representatives and, upon their request, to prepare and furnish without charge to each Underwriter and to any dealer in securities as many copies as the Representatives may from time to time reasonably request of an amended or supplemented Prospectus which will correct such statement or omission or effect such compliance. (d) To file promptly with the Commission any amendment to the Registration Statement or the Prospectus or any supplement to the Prospectus that may, in the judgment of the Company or the Representatives, be required by the Securities Act or requested by the Commission; (e) Prior to filing with the Commission any amendment to the Registration Statement or supplement to the Prospectus or any Prospectus pursuant to Rule 424 of the Rules and Regulations, to furnish a copy thereof to the Representatives and counsel for the Underwriters and obtain the consent of the Representatives to the filing; (f) As soon as practicable after the Effective Date to make generally available to the Company's security holders and to deliver to the Representatives an earnings statement of the Company and its subsidiaries (which need not be audited) complying with Section 11(a) of the Securities Act and the Rules and Regulations (including, at the option of the Company, Rule 158); (g) For a period of five years following the Effective Date, to furnish to the Representatives copies of all materials furnished by the Company to its shareholders and all public reports and all reports and financial statements furnished by the Company to the principal national securities exchange upon which the Common Stock may be listed pursuant to requirements of or agreements with such exchange or to the Commission pursuant to the Exchange Act or any rule or regulation of the Commission thereunder; (h) Promptly from time to time to take such action as the Underwriters Representatives may reasonably request to qualify the Securities Stock for offer offering and sale under the securities laws of such jurisdictions as the Underwriters Representatives may reasonably request and to comply with such laws so as to permit the continuance of sales and dealings therein in such jurisdictions for as long as may be necessary to complete the issuance and sale distribution of the SecuritiesStock; provided that in connection therewith the Company shall not be required to qualify as a foreign corporation, corporation or to file a general consent to service of process in any jurisdiction or to become subject to taxation in any jurisdiction in which it is not otherwise subjectjurisdiction; (ci) For a period of 180 days from the date of the Prospectus, not to, directly or indirectly, (1) offer for sale, sell, pledge or otherwise dispose of (or enter into any transaction or device which is designed to, or could be expected to, result in the disposition by any person at any time in the future of) any shares of Common Stock or securities convertible into or exchangeable for Common Stock (other than (A) the Stock, (B) shares issued pursuant to employee benefit plans, qualified stock option plans or other employee compensation plans existing on the date hereof or pursuant to currently outstanding options, warrants, rights or in accordance with presently outstanding convertible securities (all of which shall be automatically converted to Common Stock on the First Delivery Date), and (C) in connection with acquisitions of other companies, or their businesses or assets), or sell or grant options, rights or warrants with respect to any shares of Common Stock or securities convertible into or exchangeable for Common Stock (other than the grant of options pursuant to option plans existing on the date hereof), or (2) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of such shares of Common Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or other securities, in cash or otherwise, in each case without the prior written consent of Xxxxxx Brothers Inc.; (j) Cause each officer, director and certain stockholders of he Company to furnish to the Underwriters Representatives, prior to the First Delivery Date, a letter or letters, in form and substance satisfactory to counsel for the Underwriters, pursuant to which each such number person shall agree not to, directly or indirectly, (1) offer for sale, sell, pledge or otherwise dispose of conformed copies (or enter into any transaction or device which is designed to, or could be expected to, result in the disposition by any person at any time in the future of) any shares of Common Stock or securities convertible into or exchangeable for Common Stock or (2) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the Registration Statement, as originally filed and each amendment thereto (excluding exhibits other than this Agreement), any Preliminary Prospectus, the Final Term Sheet and any other Issuer Free Writing Prospectus, the Prospectus and all amendments and supplements to any economic benefits or risks of ownership of such documents shares of Common Stock, whether any such transaction described in clause (including any document filed under the Exchange Act and deemed 1) or (2) above is to be incorporated settled by reference delivery of Common Stock or other securities, in the Registration Statement, any Preliminary Prospectus cash or the Prospectus)otherwise, in each case as soon as available and in such quantities as for a period of 180 days from the Representatives may from time to time reasonably request; (d) during the period in which the Prospectus relating to the Securities (or in lieu thereof, the notice referred to in Rule 173(a) of the Securities Act) is required to be delivered under the Securities Act, to comply with all requirements imposed upon it by the Securities Act, as from time to time in force, so far as is necessary to permit the continuance of sales of or dealings in the Securities as contemplated by the provisions of this Agreement and by the most recent Preliminary Prospectus and the Prospectus. If during such period any event occurs as a result of which the Disclosure Package or the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances then existing, not misleading, or if during such period it is necessary to amend the Registration Statement or amend or supplement the Disclosure Package or the Prospectus or file any document to comply with the Securities Act, to promptly notify the Representatives and, subject to Section 4(a) hereof, amend the Registration Statement, amend or supplement the Disclosure Package or the Prospectus, as the case may be, or file any document (in each case, at the expense of the Company) so as to correct such statement or omission or to effect such compliance, and to furnish without charge to each Underwriter as many written and electronic copies of any such amendment or supplement as the Representatives may from time to time reasonably request; (e) to make generally available to security-holders of the Company as soon as practicable, but in any event not later than eighteen months after the effective date of the Registration Statement (as defined in Rule 158(c) under the Securities Act), an earnings statement of the Company and its subsidiaries (which need not be audited) complying with Section 11(a) of the Securities Act (including, at the option of the Company, Rule 158 thereunder); (f) between the date of this Agreement and the Closing Date, neither the Company, nor any of its subsidiaries or other affiliates over which it exercises management or voting control, nor any person acting on their behalf willProspectus, without the prior written consent of Xxxxxx Brothers Inc. except for gifts of shares of Common Stock or other securities convertible into, or exchangeable or exercisable for, Common Stock or other derivatives during the Representatives, offer, sell, contract above-referenced lock-up period after the date of the Prospectus if the donee agrees in writing to sell or otherwise dispose be bound by the terms of any securities that are substantially similar to such agreement for the Securities. (g) to pay remainder of the required Commission filing fees related to the Securities within the time period required by Rule 456(b)(1) under the Securities Act without regard to the proviso therein and otherwise in accordance with Rules 456(b) and 457(r) under the Securities Actlock-up period; (hk) Prior to the Effective Date, to apply for the inclusion of the Stock on the Nasdaq National Market System and to use its best efforts to complete that listing, subject only to official notice of issuance, prior to the First Delivery Date; (l) Prior to filing with the Commission any reports pursuant to Rule 463 of the Rules and Regulations, to furnish a copy thereof to the counsel for the Underwriters and receive and consider its comments thereon, and to deliver promptly to the Representatives a signed copy of each report filed by it with the Commission; (m) To apply the net proceeds from the sale of the Securities Stock being sold by the Company as described set forth in the Disclosure Package Prospectus; (n) To take such steps as shall be necessary to ensure that neither the Company nor any subsidiary shall become an "investment company" within the meaning of such term under the Investment Company Act of 1940 and the Prospectus under rules and regulations of the heading “Use of Proceeds”Commission thereunder; and (io) not In connection with the Directed Stock Program, to takeensure that the Directed Stock will be restricted to the extent required by the National Association of Securities Dealers, directly Inc. or indirectlythe rules of such association from sale, any action designed to transfer, assignment, pledge or that could reasonably be expected to cause or result in any stabilization or manipulation hypothecation for a period of three months following the date of the price effectiveness of the SecuritiesRegistration Statement, Xxxxxx Brothers Inc. will notify the Company as to which Participants will need to be so restricted. At the request of Xxxxxx Brothers Inc., the Company will direct the transfer agent to place stop transfer restrictions upon such securities for such period of time.

Further Agreements of the Company. The Company agrees with the Underwritersseveral Underwriters that: (a) to The Company will prepare the Final Term SheetRule 462(b) Registration Statement, substantially if necessary, in the a form of Schedule 3 hereto and approved by the Representatives and file such Rule 462(b) Registration Statement with the Final Term Sheet pursuant to Rule 433(d) of Commission on the Securities Act within the time period prescribed by such Ruledate hereof; to prepare the Prospectus, as amended or supplemented, in relation to the Securities Prospectus in a form approved by the Underwriters Representatives and to file or cause to be filed with the Commission such Prospectus, Prospectus pursuant to Rule 424(b) under the Securities Act, within Act not later than the time period prescribed by such Rulesecond business day following the execution and delivery of this Agreement; to make no further amendment or any supplement to the Registration Statement Statements or Prospectus as amended or supplemented after the date of this Agreement and prior to the Closing Date Prospectus to which the Representatives shall be disapproved reasonably object by notice to the Underwriters promptly Company after a reasonable notice thereofperiod (but in no event longer than 48 hours) to review; to advise the Underwriters promptly of any such amendment or supplement after such Closing Date and furnish the Underwriters with copies thereof and to file promptly all reports and any definitive proxy or information statements required to be filed by the Company with the Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act for so long as the delivery of a prospectus is required in connection with the offering or sale of such Securities, and during such same period to advise the UnderwritersRepresentatives, promptly after it receives notice thereof, of the time when any amendment to the either Registration Statement has been filed or becomes effective or any supplement to the most recent Preliminary Prospectus and the Prospectus or any amended Prospectus has been filed and to furnish the Representatives with copies thereof; advise the CommissionRepresentatives, promptly after it receives notice thereof, of the issuance by the Commission of any stop order or of any order preventing or suspending the use of any prospectus relating to Preliminary Prospectus or the Securities or any Issuer Free Writing Prospectus, of the suspension of the qualification of such Securities the Stock for offering or sale in any jurisdiction, of the initiation or threatening of any proceeding for any such purpose, or of any request by the Commission for the amending or supplementing of the Registration Statement, any Preliminary Prospectus, Statements or the Prospectus or any Issuer Free Writing Prospectus or for additional information; and, in the event of the issuance of any such stop order or of any such order preventing or suspending the use of any prospectus relating to Preliminary Prospectus or the Securities Prospectus or suspending any such qualification, to use promptly use its best efforts to obtain the withdrawal of such order;its withdrawal. (b) promptly from If at any time prior to time to take such action as the Underwriters may reasonably request to qualify expiration of nine months after the Securities for offer and sale under the securities laws of such jurisdictions as the Underwriters may reasonably request and to comply with such laws so as to permit the continuance of sales and dealings therein in such jurisdictions for as long as may be necessary to complete the issuance and sale effective date of the Securities; provided that in connection therewith the Company shall not be required to qualify as Initial Registration Statement when a foreign corporation, to file a general consent to service of process in any jurisdiction or to become subject to taxation in any jurisdiction in which it is not otherwise subject; (c) to furnish to the Underwriters such number of conformed copies of the Registration Statement, as originally filed and each amendment thereto (excluding exhibits other than this Agreement), any Preliminary Prospectus, the Final Term Sheet and any other Issuer Free Writing Prospectus, the Prospectus and all amendments and supplements to any of such documents (including any document filed under the Exchange Act and deemed to be incorporated by reference in the Registration Statement, any Preliminary Prospectus or the Prospectus), in each case as soon as available and in such quantities as the Representatives may from time to time reasonably request; (d) during the period in which the Prospectus prospectus relating to the Securities (or in lieu thereof, the notice referred to in Rule 173(a) of the Securities Act) Stock is required to be delivered under the Securities Act, to comply with all requirements imposed upon it by the Securities Act, as from time to time in force, so far as is necessary to permit the continuance of sales of or dealings in the Securities as contemplated by the provisions of this Agreement and by the most recent Preliminary Prospectus and the Prospectus. If during such period any event occurs as a result of which the Disclosure Package or the Prospectus as then amended or supplemented would include an any untrue statement of a material fact fact, or omit to state a any material fact necessary to make the statements therein, in the light of the circumstances then existingunder which they were made, not misleading, or if during such period it is necessary at any time to amend the Registration Statement or amend or supplement the Disclosure Package or the Prospectus or file any document to comply with the Securities Act, to the Company will promptly notify the Representatives and, subject to Section 4(a) hereof, amend the Registration Statement, amend thereof and upon their request will prepare an amended or supplement the Disclosure Package or the Prospectus, as the case may be, or file any document (in each case, at the expense of the Company) so as to supplemented Prospectus which will correct such statement or omission or to effect such compliance, and to . The Company will furnish without charge to each Underwriter and to any dealer in securities as many written and electronic copies of any such amendment or supplement as the Representatives may from time to time reasonably request of such amended or supplemented Prospectus; and in case any Underwriter is required to deliver a prospectus relating to the Stock nine months or more after the effective date of the Initial Registration Statement, the Company upon the request of the Representatives and at the expense of such Underwriter will prepare promptly an amended or supplemented Prospectus as may be necessary to permit compliance with the requirements of Section 10(a)(3) of the Securities Act. (c) To furnish promptly to each of the Representatives and to counsel for the Underwriters a signed copy of each of the Registration Statements as originally filed with the Commission, and each amendment thereto filed with the Commission, including all consents and exhibits filed therewith. (d) To deliver promptly to the Representatives in New York City such number of the following documents as the Representatives shall reasonably request;: (i) conformed copies of the Registration Statements as originally filed with the Commission and each amendment thereto (in each case excluding exhibits), (ii) each Preliminary Prospectus (iii) the Prospectus (not later than 10:00 A.M., New York time, on the business day following the execution and delivery of this Agreement) and any amended or supplemented Prospectus (not later than 10:00 A.M., New York City time, on the business day following the date of such amendment or supplement). (e) to To make generally available to security-holders of the Company its stockholders as soon as practicable, but in any event not later than eighteen months after the effective date of the Registration Statement (as defined in Rule 158(c) under the Securities Act), an earnings statement of the Company and its subsidiaries (which need not be audited) complying with Section 11(a) of the Securities Act and the Rules and Regulations (including, at the option of the Company, Rule 158 thereunder158);. (f) between The Company will promptly take from time to time such actions as the Representatives may reasonably request to qualify the Stock for offering and sale under the securities or Blue Sky laws of such jurisdictions as the Representatives may designate and to continue such qualifications in effect for so long as required for the distribution of the Stock; provided that the Company shall not be obligated to qualify as a foreign corporation in any jurisdiction in which it is not so qualified or to file a general consent to service of process in any jurisdiction; (g) To the extent such reports, financial statements or other communications are not available through the Commission’s Electronic Data Gathering and Retrieval System (“XXXXX”) or any systems succeeding or replacing XXXXX, during the period of five years from the date hereof, the Company will deliver to the Representatives and, upon request, to each of the other Underwriters, (i) as soon as they are available, copies of all reports or other communications furnished to stockholders and (i) as soon as they are available, copies of any reports and financial statements furnished or filed with the Commission pursuant to the Exchange Act or any national securities exchange or automatic quotation system on which the Stock is listed or quoted. (h) The Company will not directly or indirectly offer, sell, assign, transfer, pledge, contract to sell, or otherwise dispose of any shares of Common Stock or securities convertible into or exercisable or exchangeable for Common Stock for a period of 180 days from the date of this Agreement the Prospectus without the prior written consent of XX Xxxxx, other than the Company’s sale of the Stock hereunder and the issuance of shares pursuant to (i) employee benefit plans, stock option plans, employee stock purchase plans or other employee compensation plans as in existence on the date hereof and described in the Prospectus, (ii) currently outstanding options, warrants, convertible preferred stock or other rights or (iii) strategic partnerships, joint ventures, collaborations, licensing, lending or similar arrangements; provided, however, that in the case of clause (iii), (A) the Company may not issue shares of Common Stock, or securities convertible into or exercisable or exchangeable for shares of Common Stock (and treating these securities as if converted into or exercised or exchanged for Common Stock), in excess of 5% of the Common Stock outstanding immediately following the sale of the Stock to be issued hereunder, and (B) the party to whom any such shares are to be issued shall furnish to the Representatives, prior to any such issuance, a letter, substantially in the form of Schedule C hereto. The Company will cause each officer, director, stockholder, warrantholder and optionholder listed in Schedule B to furnish to the Representatives, prior to the First Closing Date, neither a letter, substantially in the form of Schedule C hereto. (i) The Company will supply the Representatives with copies of all correspondence to and from, and all documents issued to and by, the Commission in connection with the registration of the Stock under the Securities Act. (j) Prior to each of the Closing Dates the Company will furnish to the Representatives, as soon as they have been prepared, copies of any unaudited interim consolidated financial statements of the Company for any periods subsequent to the periods covered by the financial statements appearing in the Registration Statement and the Prospectus. (k) Prior to each of the Closing Dates, the Company will not issue any press release or other communication directly or indirectly or hold any press conference with respect to the Company, nor any its condition, financial or otherwise, or earnings, business affairs or business prospects (except for routine oral marketing communications in the ordinary course of its subsidiaries or other affiliates over business and consistent with the past practices of the Company and of which it exercises management or voting control, nor any person acting on their behalf willthe Representatives are notified), without the prior written consent of the Representatives, offerunless in the judgment of the Company and its counsel, sell, contract to sell or otherwise dispose of any securities that are substantially similar and after notification to the SecuritiesRepresentatives, such press release or communication is required by law. (gl) In connection with the offering of the Stock, until XX Xxxxx shall have notified the Company of the completion of the resale of the Stock, the Company will not, and will cause its affiliated purchasers (as defined in Regulation M under the Exchange Act) not to, either alone or with one or more other persons, bid for or purchase, for any account in which it or any of its affiliated purchasers has a beneficial interest, any Stock, or attempt to pay induce any person to purchase any Stock; and not to, and to cause its affiliated purchasers not to, make bids or purchase for the required Commission filing fees related purpose of creating actual, or apparent, active trading in or of raising the price of the Stock. (m) The Company will not take any action prior to the Securities within Option Closing Date which would require the time period required by Rule 456(b)(1) under the Securities Act without regard Prospectus to the proviso therein and otherwise in accordance with Rules 456(b) and 457(r) under the Securities Act;be amended or supplemented pursuant to Section 4(b). (hn) The Company shall at all times comply with all applicable provisions of the Xxxxxxxx-Xxxxx Act in effect from time to time. (o) The Company will apply the net proceeds from the sale of the Securities Stock as described set forth in the Disclosure Package and the Prospectus under the heading “Use of Proceeds”; and. (ip) not In connection with the Directed Share Program, the Company will ensure that the Directed Shares will be restricted to takethe extent required by the NASD or the NASD rules from sale, directly transfer, assignment, pledge or indirectly, any action designed to or that could reasonably be expected to cause or result in any stabilization or manipulation hypothecation for a period of three (3) months following the date of the price effectiveness of the SecuritiesRegistration Statement. The Designated Underwriter will notify the Company as to which Participants will need to be so restricted. The Company will direct the transfer agent to place stop transfer restrictions upon such securities for such period of time. (q) The Company will pay all fees and disbursements of counsel incurred by the Underwriters in connection with the Directed Share Program and stamp duties, similar taxes or duties or other taxes, if any, incurred by the Underwriters in connection with the Directed Share Program. (r) The Company will comply with all applicable securities and other applicable securities and other laws, rules and regulations in each foreign jurisdiction in which the Directed Shares are offered in connection with the Directed Share Program.

Further Agreements of the Company. The Company agrees with the Underwritersagrees: (a) to To prepare the Final Term SheetRule 462(b) Registration Statement, substantially in the form of Schedule 3 hereto and approved by the Representatives and file the Final Term Sheet pursuant to Rule 433(d) of the Securities Act within the time period prescribed by such Rule; to prepare the Prospectusif necessary, as amended or supplemented, in relation to the Securities in a form approved by the Underwriters Representative and to file or cause to be filed such Rule 462(b) Registration Statement with the Commission on the date hereof; to prepare the Prospectus in a form approved by the Representative and to file such Prospectus, Prospectus pursuant to Rule 424(b) under the Securities ActAct not later than 10:00 A.M., within New York City time, on the time period prescribed by such Ruleday following the execution and delivery of this Agreement; to make no further amendment or any supplement to the Registration Statement Statements or to the Prospectus as amended or supplemented after the date of this Agreement and prior to the Closing Date which shall be disapproved by the Underwriters promptly after reasonable notice thereofexcept as permitted herein; to advise the Underwriters Representative, promptly after it receives notice thereof, of the time when any such amendment to either Registration Statement has been filed or becomes effective or any supplement after such Closing Date to the Prospectus or any amended Prospectus has been filed and to furnish the Underwriters Representative with copies thereof and thereof; to file promptly all reports and any definitive proxy or information statements required to be filed by the Company with the Commission pursuant to Sections Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of the Prospectus and for so long as the delivery of a prospectus is required in connection with the offering or sale of such the Securities, and during such same period ; to advise the UnderwritersRepresentative, promptly after it receives notice thereof, of the time when any amendment to the Registration Statement has been filed or any supplement to the most recent Preliminary Prospectus and the Prospectus or any amended Prospectus has been filed with the Commission, of the issuance by the Commission of any stop order or of any order preventing or suspending the use of any prospectus relating to Preliminary Prospectus or the Securities or any Issuer Free Writing Prospectus, of the suspension of the qualification of such the Securities for offering or sale in any jurisdiction, of the initiation or threatening of any proceeding for any such purpose, or of any request by the Commission for the amending or supplementing of the Registration Statement, any Preliminary Prospectus, Statements or the Prospectus or any Issuer Free Writing Prospectus or for additional information; and, in the event of the issuance of any such stop order or of any such order preventing or suspending the use of any prospectus relating to Preliminary Prospectus or the Securities Prospectus or suspending any such qualification, to use promptly use its best efforts to obtain the withdrawal of such orderits withdrawal; (b) To furnish promptly to the Representative and to counsel for the Underwriters a signed copy of each of the Registration Statements as originally filed with the Commission, and each amendment thereto filed with the Commission, including all consents and exhibits filed therewith; (c) To deliver promptly to the Representative in New York City such number of the following documents as the Representative shall reasonably request: (i) conformed copies of the Registration Statements as originally filed with the Commission and each amendment thereto (in each case excluding exhibits other than this Agreement, the Indenture, the Declaration, the Guarantee Agreement and the computation of the ratio of earnings to fixed charges,(ii) each Preliminary Prospectus, the Prospectus (not later than 10:00 A.M., New York City time, of the day following the execution and delivery of this Agreement) and any amended or supplemented Prospectus (not later than 10:00 A.M., New York City time, on the day following the date of such amendment or supplement) and (iii) any document incorporated by reference in the Prospectus (excluding exhibits thereto); and, if the delivery of a prospectus is required at any time after the Effective Time of the Primary Registration Statement in connection with the offering or sale of the Capital Securities (or any other securities relating thereto) and if at such time any event shall have occurred as a result of which the Prospectus as then amended or supplemented would include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made when such Prospectus is delivered, not misleading, or, if for any other reason it shall be necessary during such same period to amend or supplement the Prospectus or to file under the Exchange Act any document incorporated by reference in the Prospectus in order to comply with the Securities Act or the Exchange Act, to notify the Representative and, upon its request, to file such document and to prepare and furnish without charge to each Underwriter and to any dealer in securities as many copies as the Representative may from time to time reasonably request of an amended or supplemented Prospectus which will correct such statement or omission or effect such compliance; (d) To file promptly with the Commission any amendment to the Registration Statements or the Prospectus or any supplement to the Prospectus that may, in the judgment of the Company, the Trust or the Representative, be required by the Securities Act or requested by the Commission; (e) Prior to filing with the Commission either of the Registration Statements or supplement to the Prospectus, any document incorporated by reference in the Prospectus or any Prospectus pursuant to Rule 424 of the Rules and Regulations, to furnish a copy thereof to the Representative and counsel for the Underwriters and obtain the consent of the Representative to the filing; (f) As soon as practicable after the Effective Date of the Primary Registration Statement, to make generally available to the Company's security holders and to deliver to the Representative an earnings statement of the Company and its subsidiaries (which need not be audited) complying with Section 11(a) of the Securities Act and the Rules and Regulations (including, at the option of the Company, Rule 158); (g) For a period of five years following the Effective Date of the Primary Registration Statement, to furnish to the Representative copies of all materials furnished by the Company to its shareholders and all public reports and all reports and financial statements furnished by the Company to the principal national securities exchange or automatic quotation system upon which the Company's common stock may be listed or quoted pursuant to requirements of or agreements with such exchange or system or to the Commission pursuant to the Exchange Act or any rule or regulation of the Commission thereunder; (h) Promptly from time to time to take such action as the Underwriters Representative may reasonably request to qualify the Securities for offer offering and sale under the securities laws of such jurisdictions as the Underwriters Representative may reasonably request and to comply with such laws so as to permit the continuance of sales and dealings therein in such jurisdictions for as long as may be necessary to complete the issuance and sale distribution of the Securities; provided that in connection therewith the Company shall not be required to qualify as a foreign corporation, to file a general consent to service of process in any jurisdiction or to become subject to taxation in any jurisdiction in which it is not otherwise subject; (ci) to furnish to For a period of 30 days from the Underwriters such number date of conformed copies of the Registration Statement, as originally filed and each amendment thereto (excluding exhibits other than this Agreement), any Preliminary Prospectus, the Final Term Sheet and any other Issuer Free Writing Prospectus, the Prospectus and all amendments and supplements to any of such documents (including any document filed under the Exchange Act and deemed to be incorporated by reference in the Registration Statement, any Preliminary Prospectus or the Prospectus), in each case as soon as available and in such quantities as the Representatives may from time to time reasonably request; (d) during the period in which the Prospectus relating to the Securities (or in lieu thereof, the notice referred to in Rule 173(a) of the Securities Act) is required to be delivered under the Securities Act, to comply with all requirements imposed upon it by the Securities Act, as from time to time in force, so far as is necessary to permit the continuance of sales of or dealings in the Securities as contemplated by the provisions of this Agreement and by the most recent Preliminary Prospectus and the Prospectus. If during such period any event occurs as a result of which the Disclosure Package or the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances then existing, not misleading, or if during such period it is necessary to amend the Registration Statement or amend or supplement the Disclosure Package or the Prospectus or file any document to comply with the Securities Act, to promptly notify the Representatives and, subject to Section 4(a) hereof, amend the Registration Statement, amend or supplement the Disclosure Package or the Prospectus, as the case may benot to, directly or file any document (in each caseindirectly, at the expense of the Company) so as to correct such statement or omission or to effect such complianceoffer for sale, and to furnish without charge to each Underwriter as many written and electronic copies of any such amendment or supplement as the Representatives may from time to time reasonably request; (e) to make generally available to security-holders of the Company as soon as practicable, but in any event not later than eighteen months after the effective date of the Registration Statement (as defined in Rule 158(c) under the Securities Act), an earnings statement of the Company and its subsidiaries (which need not be audited) complying with Section 11(a) of the Securities Act (including, at the option of the Company, Rule 158 thereunder); (f) between the date of this Agreement and the Closing Date, neither the Company, nor any of its subsidiaries or other affiliates over which it exercises management or voting control, nor any person acting on their behalf will, without the prior written consent of the Representatives, offer, sell, contract to sell or otherwise dispose of (or enter into any transaction or device which is designed to, or could be expected to, result in the disposition or purchase by any person at any time in the future of) (i) any trust certificate or other securities of the Trust other than the sale of the Common Securities to the Company and the sale of the Capital Securities to the Underwriters, as contemplated by the Prospectus, (ii) any securities that are substantially similar to the Securities., or (iii) any securities that are convertible into, or exchangeable or exercisable for, any of the foregoing, without, in any such case, the prior written consent of the Representative; and (gj) to pay the required Commission filing fees related to the Securities within the time period required by Rule 456(b)(1) under the Securities Act without regard to the proviso therein and otherwise in accordance with Rules 456(b) and 457(r) under the Securities Act; (h) to To apply the net proceeds from the sale of the Securities as described set forth in the Disclosure Package and the Prospectus under the heading “Use of Proceeds”; and (i) not to take, directly or indirectly, any action designed to or that could reasonably be expected to cause or result in any stabilization or manipulation of the price of the SecuritiesProspectus.

Further Agreements of the Company. The Company agrees with the Underwritersagrees: (a) to To prepare the Final Term Sheet, substantially in the form of Schedule 3 hereto and approved by the Representatives and file the Final Term Sheet pursuant to Rule 433(d) of the Securities Act within the time period prescribed by such Rule; to prepare the Prospectus, as amended or supplemented, in relation to the Securities Prospectus in a form approved by the Underwriters Lead Managers and to file or cause to be filed with the Commission such Prospectus, Prospectus pursuant to Rule 424(b) under the Securities Act not later than Commission's close of business on the second business day following the execution and delivery of this Agreement or, if applicable, such earlier time as may be required by Rule 430A(a)(3) under the Securities Act, within the time period prescribed by such Rule; to make no further amendment or any supplement to the Registration Statement or Prospectus as amended or supplemented after the date of this Agreement and prior to the Closing Date which shall be disapproved by the Underwriters promptly after reasonable notice thereofProspectus except as permitted herein; to advise the Underwriters promptly of any such amendment or supplement after such Closing Date and furnish the Underwriters with copies thereof and to file promptly all reports and any definitive proxy or information statements required to be filed by the Company with the Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act for so long as the delivery of a prospectus is required in connection with the offering or sale of such Securities, and during such same period to advise the UnderwritersLead Managers, promptly after it receives notice thereof, of the time when any amendment to the Registration Statement has been filed or becomes effective or any supplement to the most recent Preliminary Prospectus and the Prospectus or any amended Prospectus has been filed and to furnish the Lead Managers with copies thereof; to advise the CommissionLead Managers, promptly after it receives notice thereof, of the issuance by the Commission of any stop order or of any order preventing or suspending the use of any prospectus relating to Preliminary Prospectus or the Securities or any Issuer Free Writing Prospectus, of the suspension of the qualification of such Securities the Stock for offering or sale in any jurisdiction, of the initiation or threatening of any proceeding for any such purpose, or of any request by the Commission for the amending or supplementing of the Registration Statement, any Preliminary Prospectus, Statement or the Prospectus or any Issuer Free Writing Prospectus or for additional information; and, in the event of the issuance of any such stop order or of any such order preventing or suspending the use of any prospectus relating to Preliminary Prospectus or the Securities Prospectus or suspending any such qualification, to use promptly use its best efforts to obtain the withdrawal of such orderits withdrawal; (b) To furnish promptly to each of the Lead Managers and to counsel for the International Managers a signed copy of the Registration Statement as originally filed with the Commission, and each amendment thereto filed with the Commission, including all consents and exhibits filed therewith; (c) To deliver promptly to the Lead Managers such number of the following documents as the Lead Managers shall reasonably request: (i) conformed copies of the Registration Statement as originally filed with the Commission and each amendment thereto (in each case excluding exhibits other than this Agreement and the computation of per share earnings) and (ii) each Preliminary Prospectus, the Prospectus and any amended or supplemented Prospectus; and, if the delivery of a prospectus is required by law at any time after the Effective Time in connection with the offering or sale of the Stock or any other securities relating thereto and if at such time any events shall have occurred as a result of which the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made when such Prospectus is delivered, not misleading, or, if for any other reason it shall be necessary to amend or supplement the Prospectus in order to comply with the Securities Act, to notify the Lead Managers and, upon their request, to prepare and furnish without charge to each International Manager and to any dealer in securities as many copies as the Lead Managers may from time to time reasonably request of an amended or supplemented Prospectus which will correct such statement or omission or effect such compliance; (d) To file promptly with the Commission any amendment to the Registration Statement or the Prospectus or any supplement to the Prospectus that may, in the reasonable judgment of the Company or the Lead Managers, be required by the Securities Act or requested by the Commission; (e) Prior to filing with the Commission any amendment to the Registration Statement or supplement to the Prospectus or any Prospectus pursuant to Rule 424 of the Rules and Regulations, to furnish a copy thereof to the Lead Managers and counsel for the International Managers and obtain the consent of the Lead Managers to the filing; (f) As soon as practicable after the Effective Date, to make generally available to the Company's security holders and to deliver to the Lead Managers an earnings statement of the Company and its subsidiaries (which need not be audited) complying with Section 11(a) of the Securities Act and the Rules and Regulations (including, at the option of the Company, Rule 158); (g) For the period ending on the earlier of (i) five years following the Effective Date or (ii) such date as the Company is no longer required to file reports under the Exchange Act, to furnish to the Lead Managers copies of all materials furnished by the Company to its shareholders and all public reports and all reports and financial statements furnished by the Company to the principal national securities exchange upon which the Common Stock may be listed pursuant to requirements of or agreements with such exchange or to the Commission pursuant to the Exchange Act or any rule or regulation of the Commission thereunder; (h) Promptly from time to time to take such action as the Underwriters Lead Managers may reasonably request to qualify the Securities Stock for offer offering and sale under the securities laws of such jurisdictions as the Underwriters Lead Managers may reasonably request and to comply with such laws so as to permit the continuance of sales and dealings therein in such jurisdictions for as long as may be necessary to complete the issuance and sale distribution of the SecuritiesStock; provided that in connection therewith no event shall the Company shall not be required to qualify as a foreign corporation, to file a general consent to service of process in any jurisdiction corporation or to become otherwise subject itself to taxation in any jurisdiction in which it is not otherwise qualified or so subject; (ci) to furnish to For a period of 180 days from the Underwriters such number date of conformed copies of the Registration Statement, as originally filed and each amendment thereto (excluding exhibits other than this Agreement), any Preliminary Prospectus, the Final Term Sheet and any other Issuer Free Writing Prospectus, the Prospectus and all amendments and supplements to any of such documents (including any document filed under the Exchange Act and deemed to be incorporated by reference in the Registration Statement, any Preliminary Prospectus or the Prospectus), in each case as soon as available and in such quantities as the Representatives may from time to time reasonably request; (d) during the period in which the Prospectus relating to the Securities (or in lieu thereof, the notice referred to in Rule 173(a) of the Securities Act) is required to be delivered under the Securities Act, to comply with all requirements imposed upon it by the Securities Act, as from time to time in force, so far as is necessary to permit the continuance of sales of or dealings in the Securities as contemplated by the provisions of this Agreement and by the most recent Preliminary Prospectus and the Prospectus. If during such period any event occurs as a result of which the Disclosure Package or the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances then existing, not misleading, or if during such period it is necessary to amend the Registration Statement or amend or supplement the Disclosure Package or the Prospectus or file any document to comply with the Securities Act, to promptly notify the Representatives and, subject to Section 4(a) hereof, amend the Registration Statement, amend or supplement the Disclosure Package or the Prospectus, as the case may benot to, directly or indirectly, offer for sale, sell or otherwise dispose of (or enter into any transaction or device which is designed to, or file could be expected to, result in the disposition by any document person at any time in the future of) any shares of Common Stock (in each caseother than the Stock and shares issued pursuant to employee benefit plans, at qualified stock option plans or other employee compensation plans existing on the expense of the Company) so as date hereof or pursuant to correct such statement currently outstanding options, warrants or omission or to effect such compliance, and to furnish without charge to each Underwriter as many written and electronic copies of any such amendment or supplement as the Representatives may from time to time reasonably request; (e) to make generally available to security-holders of the Company as soon as practicable, but in any event not later than eighteen months after the effective date of the Registration Statement (as defined in Rule 158(c) under the Securities Actrights), an earnings statement or sell or grant options, rights or warrants with respect to any shares of Common Stock (other than the Company and its subsidiaries (which need not be audited) complying with Section 11(a) grant of the Securities Act (including, at the options pursuant to option of the Company, Rule 158 thereunder); (f) between plans existing on the date of this Agreement and the Closing Date, neither the Company, nor any of its subsidiaries or other affiliates over which it exercises management or voting control, nor any person acting on their behalf willhereof), without the prior written consent of Xxxxxx Brothers Inc.; and to cause each officer and director of the RepresentativesCompany to furnish to the Lead Managers, offerprior to the First Delivery Date, sella letter or letters, contract in form and substance satisfactory to counsel for the International Managers, pursuant to which each such person shall agree not to, directly or indirectly, offer for sale, sell or otherwise dispose of (or enter into any securities that are substantially similar to transaction or device which is designed to, or could be expected to, result in the Securities. (gdisposition by any person at any time in the future of) to pay any shares of Common Stock for a period of 180 days from the required Commission filing fees related to date of the Securities within Prospectus, without the time period required by Rule 456(b)(1) under the Securities Act without regard to the proviso therein and otherwise in accordance with Rules 456(b) and 457(r) under the Securities Actprior written consent of Xxxxxx Brothers Inc.; (hj) Prior to the Effective Date, to apply for the inclusion of the Stock on the Nasdaq National Market System and to use its best efforts to complete that listing, subject only to official notice of issuance and evidence of satisfactory distribution, prior to the First Delivery Date; (k) Prior to filing with the Commission any reports on Form SR pursuant to Rule 463 of the Rules and Regulations, to furnish a copy thereof to the counsel for the International Managers and receive and consider its comments thereon, and to deliver promptly to the Representatives a signed copy of each report on Form SR filed by it with the Commission; and (l) To apply the net proceeds from the sale of the Securities Stock being sold by the Company substantially as described set forth in the Disclosure Package and the Prospectus under the heading “Use of Proceeds”; and (i) not to take, directly or indirectly, any action designed to or that could reasonably be expected to cause or result in any stabilization or manipulation of the price of the SecuritiesProspectus.

Further Agreements of the Company. The Company agrees with the UnderwritersUnderwriter that: (a) to The Company will prepare the Final Term SheetRule 462(b) Registration Statement, substantially in the form of Schedule 3 hereto and approved by the Representatives and file the Final Term Sheet pursuant to Rule 433(d) of the Securities Act within the time period prescribed by such Rule; to prepare the Prospectusif necessary, as amended or supplemented, in relation to the Securities in a form approved by the Underwriters Underwriter and to file or cause to be filed such Rule 462(b) Registration Statement with the Commission on the date hereof; prepare the Prospectus in a form approved by the Underwriter and file such Prospectus, Prospectus pursuant to Rule 424(b) under the Securities Act, within Act not later than the time period prescribed by such Rulesecond business day following the execution and delivery of this Agreement; to make no further amendment or any supplement to the Registration Statement Statements or to the Prospectus as amended or supplemented after the date of this Agreement and prior to the Option Closing Date to which the Underwriter shall be disapproved reasonably object by notice to the Underwriters Company after a reasonable period to review; advise the Underwriter, promptly after reasonable it receives notice thereof; , of the time when any amendment to advise either Registration Statement has been filed or becomes effective or any supplement to the Underwriters promptly of Prospectus or any such amendment or supplement after such Closing Date amended Prospectus has been filed and to furnish the Underwriters Underwriter with copies thereof and to thereof; file promptly all reports and any definitive proxy or information statements required to be filed by the Company with the Commission pursuant to Sections Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of the Prospectus and for so long as the delivery of a prospectus is required in connection with the offering or sale of such Securities, and during such same period to the Stock; advise the UnderwritersUnderwriter, promptly after it receives notice thereof, of the time when any amendment to the Registration Statement has been filed or any supplement to the most recent Preliminary Prospectus and the Prospectus or any amended Prospectus has been filed with the Commission, of the issuance by the Commission of any stop order or of any order preventing or suspending the use of any prospectus relating to Preliminary Prospectus or the Securities or any Issuer Free Writing Prospectus, of the suspension of the qualification of such Securities the Stock for offering or sale in any jurisdiction, of the initiation or threatening of any proceeding for any such purpose, or of any request by the Commission for the amending or supplementing of the Registration Statement, any Preliminary Prospectus, Statements or the Prospectus or any Issuer Free Writing Prospectus or for additional information; and, in the event of the issuance of any such stop order or of any such order preventing or suspending the use of any prospectus relating to Preliminary Prospectus or the Securities Prospectus or suspending any such qualification, to use promptly use its best efforts to obtain the withdrawal of such order;its withdrawal. (b) promptly from If at any time prior to time to take such action as the Underwriters may reasonably request to qualify expiration of nine months after the Securities for offer and sale under the securities laws of such jurisdictions as the Underwriters may reasonably request and to comply with such laws so as to permit the continuance of sales and dealings therein in such jurisdictions for as long as may be necessary to complete the issuance and sale effective date of the Securities; provided that in connection therewith the Company shall not be required to qualify as Initial Registration Statement when a foreign corporation, to file a general consent to service of process in any jurisdiction or to become subject to taxation in any jurisdiction in which it is not otherwise subject; (c) to furnish to the Underwriters such number of conformed copies of the Registration Statement, as originally filed and each amendment thereto (excluding exhibits other than this Agreement), any Preliminary Prospectus, the Final Term Sheet and any other Issuer Free Writing Prospectus, the Prospectus and all amendments and supplements to any of such documents (including any document filed under the Exchange Act and deemed to be incorporated by reference in the Registration Statement, any Preliminary Prospectus or the Prospectus), in each case as soon as available and in such quantities as the Representatives may from time to time reasonably request; (d) during the period in which the Prospectus prospectus relating to the Securities (or in lieu thereof, the notice referred to in Rule 173(a) of the Securities Act) Stock is required to be delivered under the Securities Act, to comply with all requirements imposed upon it by the Securities Act, as from time to time in force, so far as is necessary to permit the continuance of sales of or dealings in the Securities as contemplated by the provisions of this Agreement and by the most recent Preliminary Prospectus and the Prospectus. If during such period any event occurs as a result of which the Disclosure Package or the Prospectus as then amended or supplemented would include an any untrue statement of a material fact fact, or omit to state a any material fact necessary to make the statements therein, in the light of the circumstances then existingunder which they were made, not misleading, or if during such period it is necessary at any time to amend the Registration Statement Prospectus or amend or supplement to file under the Disclosure Package or Exchange Act any document incorporated by reference in the Prospectus or file any document to comply with the Securities Act or the Exchange Act, to the Company will promptly notify the Representatives and, subject Underwriter thereof and upon its request will prepare an amended or supplemented Prospectus or make an appropriate filing pursuant to Section 4(a) hereof, amend the Registration Statement, amend 13 or supplement the Disclosure Package or the Prospectus, as the case may be, or file any document (in each case, at the expense 14 of the Company) so as to Exchange Act which will correct such statement or omission or to effect such compliance, and to . The Company will furnish without charge to each the Underwriter and to any dealer in securities as many written and electronic copies of any such amendment or supplement as the Representatives Underwriter may from time to time reasonably request of such amended or supplemented Prospectus; and in case the Underwriter is required to deliver a prospectus relating to the Stock nine months or more after the effective date of the Initial Registration Statement, the Company upon the request of the Underwriter and at the expense of the Underwriter will prepare promptly an amended or supplemented Prospectus as may be necessary to permit compliance with the requirements of Section 10(a)(3) of the Securities Act. (c) To furnish promptly to the Underwriter and to counsel for the Underwriter a signed copy of each of the Registration Statements as originally filed with the Commission, and each amendment thereto filed with the Commission, including all consents and exhibits filed therewith. (d) To deliver promptly to the Underwriter in New York City such number of the following documents as the Underwriter shall reasonably request;: (i) conformed copies of the Registration Statements as originally filed with the Commission and each amendment thereto (in each case excluding exhibits), (ii) each Preliminary Prospectus, (iii) the Prospectus (not later than 10:00 A.M., New York time, of the business day following the execution and delivery of this Agreement) and any amended or supplemented Prospectus (not later than 10:00 A.M., New York City, on the business day following the date of such amendment or supplement) and (iv) any document incorporated by reference in the Prospectus (excluding exhibits thereto). (e) to To make generally available to security-holders of the Company its shareholders as soon as practicable, but in any event not later than eighteen months after the effective date of the Registration Statement (as defined in Rule 158(c) under the Securities Act), an earnings statement of the Company and its subsidiaries (which need not be audited) complying with Section 11(a) of the Securities Act and the Rules and Regulations (including, at the option of the Company, Rule 158 thereunder158);. (f) between The Company will promptly take from time to time such actions as the Underwriter may reasonably request to qualify the Stock for offering and sale under the securities or Blue Sky laws of such jurisdictions as the Underwriter may designate and to continue such qualifications in effect for so long as required for the distribution of the Stock; provided that the Company and its subsidiaries shall not be obligated to qualify as foreign corporations in any jurisdiction in which they are not so qualified or to file a general consent to service of process in any jurisdiction. (g) During the period of five years from the date hereof, the Company will deliver, upon request, to the Underwriter, (i) as soon as they are available, copies of all reports or other communications furnished to shareholders and (ii) as soon as they are available, copies of any reports and financial statements furnished or filed with the Commission pursuant to the Exchange Act or any national securities exchange or automatic quotation system on which the Stock is listed or quoted. (h) The Company will not directly or indirectly offer, sell, assign, transfer, pledge, contract to sell, or otherwise dispose of any shares of Common Stock or securities convertible into or exercisable or exchangeable for Common Stock for a period of 90 days (the "Restricted Period") from the date of this Agreement the Prospectus without the prior written consent of Wachovia other than the Company's sale of the Stock hereunder, the issuance of restricted Common Stock or options to acquire shares of Common Stock pursuant to the Company's employee benefit plans, qualified stock option plans or other employee compensation plans existing on the date hereof and the issuance of shares of Common Stock pursuant to valid exercises of currently outstanding options, warrants or rights. Notwithstanding the foregoing, if (1) during the last eighteen (18) days of the Restricted Period the Company issues an earnings release or (2) prior to the expiration of the Restricted Period the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Restricted Period, the restrictions imposed by this Section 4(h) shall continue to apply until the expiration of the 19-day period beginning on the issuance of the earnings release. The Company will cause each officer and director listed in Schedule A to furnish to the Underwriter, prior to the First Closing Date, neither a letter, substantially in the Companyform of Exhibit I hereto, nor pursuant to which each such person shall agree not to directly or indirectly offer, sell, assign, transfer, pledge, contract to sell, or otherwise dispose of any shares of its subsidiaries Common Stock or other affiliates over which it exercises management securities convertible into or voting control, nor any person acting on their behalf willexercisable or exchangeable for Common Stock for a period of 90 days from the date of the Prospectus, without the prior written consent of Wachovia and not to engage in any short selling of the Representatives, offer, sell, contract to sell or otherwise dispose of any securities that are substantially similar to the SecuritiesCommon Stock. (gi) The Company will supply the Underwriter with copies of all correspondence to pay and from, and all documents issued to and by, the required Commission filing fees related to in connection with the Securities within registration of the time period required by Rule 456(b)(1) under the Securities Act without regard to the proviso therein and otherwise in accordance with Rules 456(b) and 457(r) Stock under the Securities Act;. (hj) Prior to apply each of the Closing Dates the Company will furnish to the Underwriter, as soon as they have been prepared, copies of any unaudited interim consolidated financial statements of the Company for any periods subsequent to the periods covered by the financial statements appearing in the Registration Statement and the Prospectus. (k) Prior to each of the Closing Dates, the Company will not issue any press release or other communication directly or indirectly or hold any press conference with respect to the Company, its condition, financial or otherwise, or earnings, business affairs or business prospects (except for routine oral marketing communications in the ordinary course of business and consistent with the past practices of the Company and of which the Underwriter is notified), without the prior written consent, such consent not to be unreasonably withheld or delayed, of the Underwriter, unless in the judgment of the Company and its counsel, and after notification to the Underwriter, such press release or communication is required by law. (l) Without limiting the provisions of section 4(h), in connection with the offering of the Stock, until Wachovia shall have notified the Company of the completion of the resale of the Stock, the Company will not, and will cause its affiliated purchasers (as defined in Regulation M under the Exchange Act) not to, either alone or with one or more other persons, bid for or purchase, for any account in which it or any of its affiliated purchasers has a beneficial interest, any Stock, or attempt to induce any person to purchase any Stock; and not to, and to cause its affiliated purchasers not to, make bids or purchase for the purpose of creating actual, or apparent, active trading in or of raising the price of the Stock. (m) The Company will not take any action prior to the Option Closing Date which would require the Prospectus to be amended or supplemented pursuant to Section 4(b). (n) The Company shall at all times comply with all applicable provisions of the Sarbanes-Oxley Act in effect from time to time. (o) The Compxxx xxxx xxxxx the net proceeds from the sale of the Securities Stock as described set forth in the Disclosure Package and the Prospectus under the heading “"Use of Proceeds”; and". (ip) not to takeThe Company shall at all times engage and maintain, directly or indirectlyat its expense, any action designed to or that could reasonably be expected to cause or result in any stabilization or manipulation of a registrar and transfer agent for the price of the SecuritiesStock.

Further Agreements of the Company. The Company agrees with the Underwritersagrees: (a) to To prepare the Final Term Sheet, substantially in the form of Schedule 3 hereto and approved by the Representatives and file the Final Term Sheet pursuant to Rule 433(d) of the Securities Act within the time period prescribed by such Rule; to prepare the Prospectus, as amended or supplemented, in relation to the Securities Prospectus in a form approved by the Underwriters Underwriter and to file or cause to be filed with the Commission such Prospectus, Prospectus pursuant to Rule 424(b) under the Securities Act not later than the Commission's close of business on the second business day following the execution and delivery of this Agreement or, if applicable, such earlier time as may be required by Rule 430A(a)(3) under the Securities Act, within the time period prescribed by such Rule; to make no further amendment or any supplement to the Registration Statement or Prospectus as amended or supplemented after the date of this Agreement and prior to the Closing Date which shall be disapproved by the Underwriters promptly after reasonable notice thereofProspectus except as permitted herein; to advise the Underwriters promptly of any such amendment or supplement after such Closing Date and furnish the Underwriters with copies thereof and to file promptly all reports and any definitive proxy or information statements required to be filed by the Company with the Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act for so long as the delivery of a prospectus is required in connection with the offering or sale of such Securities, and during such same period to advise the UnderwritersUnderwriter, promptly after it receives notice thereof, of the time when any amendment to the Registration Statement has been filed or becomes effective or any supplement to the most recent Preliminary Prospectus and the Prospectus or any amended Prospectus has been filed and to furnish the Underwriter with copies thereof; to advise the CommissionUnderwriter, promptly after it receives notice thereof, of the issuance by the Commission of any stop order or of any order preventing or suspending the use of any prospectus relating to Preliminary Prospectus or the Securities or any Issuer Free Writing Prospectus, of the suspension of the qualification of such Securities the Shares for offering or sale in any jurisdiction, of the initiation or threatening of any proceeding for any such purpose, or of any request by the Commission for the amending or supplementing of the Registration Statement, any Preliminary Prospectus, Statement or the Prospectus or any Issuer Free Writing Prospectus or for additional information; and, in the event of the issuance of any such stop order or of any such order preventing or suspending the use of any prospectus relating to Preliminary Prospectus or the Securities Prospectus or suspending any such qualification, to use promptly use its best efforts to obtain the withdrawal of such orderits withdrawal; (b) To furnish promptly to the Underwriter and to counsel for the Underwriter a signed copy of the Registration Statement as originally filed with the Commission, and each amendment thereto filed with the Commission, including all consents and exhibits filed therewith; (c) To deliver promptly to the Underwriter such number of the following documents as the Underwriter shall reasonably request: (i) conformed copies of the Registration Statement as originally filed with the Commission and each amendment thereto (in each case excluding exhibits) and (ii) each Preliminary Prospectus, the Prospectus and any amended or supplemented Prospectus; and, if the delivery of a prospectus is required at any time after the Effective Time in connection with the offering or sale of the Shares or any other securities relating thereto and if at such time any events shall have occurred as a result of which the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made when such Prospectus is delivered, not misleading, or, if for any other reason it shall be necessary to amend or supplement the Prospectus in order to comply with the Securities Act, to notify the Underwriter and, upon its request, to prepare and furnish without charge to the Underwriter and to any dealer in securities as many copies as the Underwriter may from time to time reasonably request of an amended or supplemented Prospectus which will correct such statement or omission or effect such compliance; (d) To file promptly with the Commission any amendment to the Registration Statement or the Prospectus or any supplement to the Prospectus that may, in the reasonable judgment of the Company or the Underwriter, be required by the Securities Act or requested by the Commission; (e) Prior to filing with the Commission any amendment to the Registration Statement or supplement to the Prospectus or any Prospectus pursuant to Rule 424 of the Rules and Regulations, to furnish a copy thereof to the Underwriter and counsel for the Underwriter and obtain the consent of the Underwriter to the filing, which consent shall not be unreasonably delayed or withheld; (f) As soon as practicable after the Effective Date, to make generally available to the Company's security holders and to deliver to the Underwriter an earnings statement of the Company and its subsidiaries (which need not be audited) complying with Section 1l(a) of the Securities Act and the Rules and Regulations (including, at the option of the Company, Rule 158); (g) Upon the request of the Underwriter, for a period of two years following the Effective Date, to furnish to the Underwriter copies of all materials furnished by the Company to its shareholders generally and all public reports and all reports and financial statements furnished by the Company to the principal national securities exchange upon which the Class A Stock may be listed pursuant to requirements of or agreements with such exchange or to the Commission pursuant to the Exchange Act or any rule or regulation of the Commission thereunder; (h) Promptly from time to time to take such action as the Underwriters Underwriter may reasonably request to qualify the Securities Shares for offer offering and sale under the securities laws of such jurisdictions as the Underwriters Underwriter may reasonably request and to comply with such laws so as to permit the continuance of sales and dealings therein in such jurisdictions for as long as may be necessary to complete the issuance and sale distribution of the SecuritiesShares; provided that in connection therewith the Company shall not be required to qualify as a foreign corporation, to submit to general taxation or to file a general consent to service of process in any jurisdiction or to become subject to taxation in any jurisdiction in which it is not otherwise subjectjurisdiction; (ci) For a period of 90 days from the date of the Prospectus, not to, directly or indirectly, (1) offer for sale, sell, pledge or otherwise dispose of (or enter into any transaction or device which is designed to, or could be expected to, result in the disposition by any person at any time in the future of) any shares of Class A Stock or securities convertible into or exchangeable for Class A Stock (other than (w) the Shares, (x) shares of Class A Stock issued pursuant to employee benefit plans, stock option plans or other employee compensation plans existing on the date hereof or pursuant to currently outstanding options, warrants or rights, or (y) shares of Class A Stock or securities convertible into or exchangeable for Class A Stock issued in a private placement transaction (provided that such shares shall not be publicly resold during the period of 90 days after the date of the Prospectus; provided, further, that the holder of shares issued in such a transaction shall furnish to the Underwriter at or prior to the time of such issuance a letter in the form of Exhibit A hereto)) or substantially similar securities, or sell or grant options, rights or warrants with respect to any shares of Class A Stock or securities convertible into or exchangeable for Class A Stock or substantially similar securities (other than the grant of options pursuant to benefit plans existing on the date hereof), or (2) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of such shares of Class A Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Class A Stock or other securities, in cash or otherwise, in each case without the prior written consent of the Underwriter; and to cause (i) each executive officer and employee director of the Company, to furnish to the Underwriters such number Underwriter, prior to the first Delivery Date, a letter or letters, substantially in the form of conformed copies Exhibit A hereto and (ii) each non-employee director of the Registration StatementCompany, as originally filed and each amendment thereto (excluding exhibits other than this Agreement)to furnish to the Underwriter, any Preliminary Prospectusprior to the first Delivery Date, a letter or letters, substantially in the form of Exhibit B hereto. In addition, the Final Term Sheet and any other Issuer Free Writing Prospectus, the Prospectus and all amendments and supplements to any of such documents (including any document filed under the Exchange Act and deemed Selling Stockholder hereby agrees to be incorporated bound by reference in the Registration Statement, any Preliminary Prospectus or the Prospectus), in each case as soon as available and in such quantities as the Representatives may from time to time reasonably request; (d) during the period in which the Prospectus relating to the Securities (or in lieu thereof, the notice referred to in Rule 173(a) of the Securities Act) is required to be delivered under the Securities Act, to comply with all requirements imposed upon it by the Securities Act, as from time to time in force, so far as is necessary to permit the continuance of sales of or dealings in the Securities as contemplated by the provisions of this Agreement and by the most recent Preliminary Prospectus and the Prospectus. If during such period any event occurs as a result of which the Disclosure Package or the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances then existing, not misleading, or if during such period it is necessary to amend the Registration Statement or amend or supplement the Disclosure Package or the Prospectus or file any document to comply with the Securities Actterms and restrictions applicable to the Company in this paragraph (i); provided, however, that the restrictions set forth in this paragraph (i) shall not apply with respect to the sale of any of the Shares by the Selling Stockholder to the Ono Group or any of its affiliates in compliance with Section 12 of this Agreement. (j) To take such steps as shall be necessary to ensure that neither the Company nor any subsidiary shall become an "investment company" as defined in the Investment Company Act of 1940, as amended, and the rules and regulations of the Commission thereunder; and (k) During the period of 90 days from the date of the Prospectus, to promptly notify obtain an executed letter in the Representatives and, subject to Section 4(a) hereof, amend the Registration Statement, amend form of Exhibit A or supplement the Disclosure Package or the ProspectusExhibit B hereto, as the case may be, or file any document (in from each case, at the expense of the Company) so as to correct new executive officer and director who has not previously executed such statement or omission or to effect such compliance, and to furnish without charge to each Underwriter as many written and electronic copies of any such amendment or supplement as the Representatives may from time to time reasonably request; (e) to make generally available to security-holders of the Company as soon as practicable, but in any event not later than eighteen months after the effective date of the Registration Statement (as defined in Rule 158(c) under the Securities Act), an earnings statement of the Company and its subsidiaries (which need not be audited) complying with Section 11(a) of the Securities Act (including, at the option of the Company, Rule 158 thereunder); (f) between the date of this Agreement and the Closing Date, neither the Company, nor any of its subsidiaries or other affiliates over which it exercises management or voting control, nor any person acting on their behalf will, without the prior written consent of the Representatives, offer, sell, contract to sell or otherwise dispose of any securities that are substantially similar to the Securitiesa letter. (g) to pay the required Commission filing fees related to the Securities within the time period required by Rule 456(b)(1) under the Securities Act without regard to the proviso therein and otherwise in accordance with Rules 456(b) and 457(r) under the Securities Act; (h) to apply the net proceeds from the sale of the Securities as described in the Disclosure Package and the Prospectus under the heading “Use of Proceeds”; and (i) not to take, directly or indirectly, any action designed to or that could reasonably be expected to cause or result in any stabilization or manipulation of the price of the Securities.

Further Agreements of the Company. The Company agrees with the Underwritersseveral Underwriters that: (a) to The Company will prepare the Final Term SheetRule 462(b) Registration Statement, substantially if necessary, in the a form of Schedule 3 hereto and approved by the Representatives and file such Rule 462(b) Registration Statement with the Final Term Sheet pursuant to Rule 433(d) of Commission on the Securities Act within the time period prescribed by such Ruledate hereof; to prepare the Prospectus, as amended or supplemented, in relation to the Securities Prospectus in a form approved by the Underwriters Representatives and to file or cause to be filed with the Commission such Prospectus, Prospectus pursuant to Rule 424(b) under the Securities Act, within Act not later than the time period prescribed by such Rulesecond business day following the execution and delivery of this Agreement; to make no further amendment or any supplement to the Registration Statement Statements or to the Prospectus as amended or supplemented after the date of this Agreement and prior to the Option Closing Date to which the Representatives shall be disapproved reasonably object by notice to the Underwriters Company after a reasonable period to review; advise the Representatives, promptly after reasonable it receives notice thereof; , of the time when any amendment to advise either Registration Statement has been filed or becomes effective or any supplement to the Underwriters promptly of Prospectus or any such amendment or supplement after such Closing Date amended Prospectus has been filed and to furnish the Underwriters Representatives with copies thereof and to thereof; file promptly all reports and any definitive proxy or information statements required to be filed by the Company with the Commission pursuant to Sections Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of the Prospectus and for so long as the delivery of a prospectus is required in connection with the offering or sale of such Securities, and during such same period to the Stock; advise the UnderwritersRepresentatives, promptly after it receives notice thereof, of the time when any amendment to the Registration Statement has been filed or any supplement to the most recent Preliminary Prospectus and the Prospectus or any amended Prospectus has been filed with the Commission, of the issuance by the Commission of any stop order or of any order preventing or suspending the use of any prospectus relating to Preliminary Prospectus or the Securities or any Issuer Free Writing Prospectus, of the suspension of the qualification of such Securities the Stock for offering or sale in any jurisdiction, of the initiation or threatening of any proceeding for any such purpose, or of any request by the Commission for the amending or supplementing of the Registration Statement, any Preliminary Prospectus, Statements or the Prospectus or any Issuer Free Writing Prospectus or for additional information; and, in the event of the issuance of any such stop order or of any such order preventing or suspending the use of any prospectus relating to Preliminary Prospectus or the Securities Prospectus or suspending any such qualification, to use promptly use its best efforts to obtain the withdrawal of such order;its withdrawal. (b) promptly from If at any time prior to time to take such action as the Underwriters may reasonably request to qualify expiration of nine months after the Securities for offer and sale under the securities laws of such jurisdictions as the Underwriters may reasonably request and to comply with such laws so as to permit the continuance of sales and dealings therein in such jurisdictions for as long as may be necessary to complete the issuance and sale effective date of the Securities; provided that in connection therewith the Company shall not be required to qualify as Initial Registration Statement when a foreign corporation, to file a general consent to service of process in any jurisdiction or to become subject to taxation in any jurisdiction in which it is not otherwise subject; (c) to furnish to the Underwriters such number of conformed copies of the Registration Statement, as originally filed and each amendment thereto (excluding exhibits other than this Agreement), any Preliminary Prospectus, the Final Term Sheet and any other Issuer Free Writing Prospectus, the Prospectus and all amendments and supplements to any of such documents (including any document filed under the Exchange Act and deemed to be incorporated by reference in the Registration Statement, any Preliminary Prospectus or the Prospectus), in each case as soon as available and in such quantities as the Representatives may from time to time reasonably request; (d) during the period in which the Prospectus prospectus relating to the Securities (or in lieu thereof, the notice referred to in Rule 173(a) of the Securities Act) Stock is required to be delivered under the Securities Act, to comply with all requirements imposed upon it by the Securities Act, as from time to time in force, so far as is necessary to permit the continuance of sales of or dealings in the Securities as contemplated by the provisions of this Agreement and by the most recent Preliminary Prospectus and the Prospectus. If during such period any event occurs as a result of which the Disclosure Package or the Prospectus as then amended or supplemented would include an any untrue statement of a material fact fact, or omit to state a any material fact necessary to make the statements therein, in the light of the circumstances then existingunder which they were made, not misleading, or if during such period it is necessary at any time to amend the Registration Statement Prospectus or amend or supplement to file under the Disclosure Package or Exchange Act any document incorporated by reference in the Prospectus or file any document to comply with the Securities Act or the Exchange Act, to the Company will promptly notify the Representatives and, subject thereof and upon their request will prepare an amended or supplemented Prospectus or make an appropriate filing pursuant to Section 4(a) hereof, amend the Registration Statement, amend 13 or supplement the Disclosure Package or the Prospectus, as the case may be, or file any document (in each case, at the expense 14 of the Company) so as to Exchange Act which will correct such statement or omission or to effect such compliance, and to . The Company will furnish without charge to each Underwriter and to any dealer in securities as many written and electronic copies of any such amendment or supplement as the Representatives may from time to time reasonably request of such amended or supplemented Prospectus; and in case any Underwriter is required to deliver a prospectus relating to the Stock nine months or more after the effective date of the Initial Registration Statement, the Company upon the request of the Representatives and at the expense of such Underwriter will prepare promptly an amended or supplemented Prospectus as may be necessary to permit compliance with the requirements of Section 10(a)(3) of the Securities Act. (c) To furnish promptly to each of the Representatives and to counsel for the Underwriters a signed copy of each of the Registration Statements as originally filed with the Commission, and each amendment thereto filed with the Commission, including all consents and exhibits filed therewith. (d) To deliver promptly to the Representatives in New York City such number of the following documents as the Representatives shall reasonably request;: (i) conformed copies of the Registration Statements as originally filed with the Commission and each amendment thereto (in each case excluding exhibits), (ii) each Preliminary Prospectus, (iii) the Prospectus (not later than 10:00 A.M., New York City time, of the business day following the execution and delivery of this Agreement) and any amended or supplemented Prospectus (not later than 10:00 A.M., New York City time, on the business day following the date of such amendment or supplement) and (iv) any document incorporated by reference in the Prospectus (excluding exhibits thereto). (e) to To make generally available to security-holders of the Company its shareholders as soon as practicable, but in any event not later than eighteen months after the effective date of the Registration Statement (as defined in Rule 158(c) under the Securities Act), an earnings statement of the Company and its subsidiaries (which need not be audited) complying with Section 11(a) of the Securities Act and the Rules and Regulations (including, at the option of the Company, Rule 158 thereunder158);. (f) between The Company will promptly take from time to time such actions as the Representatives may reasonably request to qualify the Stock for offering and sale under the securities or Blue Sky laws of such jurisdictions as the Representatives may designate and to continue such qualifications in effect for so long as required for the distribution of the Stock; provided that the Company and its subsidiaries shall not be obligated to qualify as foreign corporations in any jurisdiction in which they are not so qualified or to file a general consent to service of process in any jurisdiction; (g) During the period of five years from the date hereof, the Company will deliver to the Representatives and, upon request, to each of the other Underwriters, (i) as soon as they are available, copies of all reports or other communications furnished to shareholders and (ii) as soon as they are available, copies of any reports and financial statements furnished or filed with the Commission pursuant to the Exchange Act or any national securities exchange or automatic quotation system on which the Stock is listed or quoted. The XXXXX filing or furnishing of any such report, communication or financial statement on a timely basis with the Commission under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act shall be deemed to satisfy the requirement to deliver such report, communication or financial statement to the Representatives or Underwriters. (h) The Company will not directly or indirectly offer, sell, assign, transfer, pledge, contract to sell, or otherwise dispose of any shares of Common Stock or securities convertible into or exercisable or exchangeable for Common Stock for a period of 90 days from the date of this Agreement the Prospectus without the prior written consent of XX Xxxxx other than the Company's sale of the Stock hereunder and the issuance of shares pursuant to employee benefit plans, qualified stock option plans or other employee compensation plans existing on the date hereof or pursuant to currently outstanding options, warrants or rights; The Company will cause each officer, director and shareholder listed in Schedule B to furnish to the Representatives, prior to the First Closing Date, neither a letter, substantially in the form of Exhibit I hereto, pursuant to which each such person shall agree not to directly or indirectly offer, sell, assign, transfer, pledge, contract to sell, or otherwise dispose of any shares of Common Stock or securities convertible into or exercisable or exchangeable for Common Stock for a period of 90 days from the date of the Prospectus, without the prior written consent of XX Xxxxx. (i) The Company will supply the Representatives with copies of all correspondence to and from, and all documents issued to and by, the Commission in connection with the registration of the Stock under the Securities Act. (j) Prior to each of the Closing Dates the Company will furnish to the Representatives, as soon as they have been prepared, copies of any unaudited interim consolidated financial statements of the Company for any periods subsequent to the periods covered by the financial statements appearing in the Registration Statement and the Prospectus. (k) Prior to each of the Closing Dates, the Company will not issue any press release or other communication directly or indirectly or hold any press conference with respect to the Company, nor any its condition, financial or otherwise, or earnings, business affairs or business prospects (except for routine oral marketing communications in the ordinary course of its subsidiaries or other affiliates over business and consistent with the past practices of the Company and of which it exercises management or voting control, nor any person acting on their behalf willthe Representatives are notified), without the prior written consent of the Representatives, offerunless in the judgment of the Company and its counsel, sell, contract to sell or otherwise dispose of any securities that are substantially similar and after notification to the SecuritiesRepresentatives, such press release or communication is required by law. (gl) In connection with the offering of the Stock, until XX Xxxxx shall have notified the Company of the completion of the resale of the Stock, the Company will not, and will cause its affiliated purchasers (as defined in Regulation M under the Exchange Act) not to, either alone or with one or more other persons, bid for or purchase, for any account in which it or any of its affiliated purchasers has a beneficial interest, any Common Stock, or attempt to pay induce any person to purchase any Common Stock; and not to, and to cause its affiliated purchasers not to, make bids or purchase for the required Commission filing fees related purpose of creating actual, or apparent, active trading in or of raising the price of the Common Stock. (m) The Company will not take any action prior to the Securities within Option Closing Date which would require the time period required by Rule 456(b)(1) under the Securities Act without regard Prospectus to the proviso therein and otherwise in accordance with Rules 456(b) and 457(r) under the Securities Act;be amended or supplemented pursuant to Section 4(b). (hn) The Company shall at all times comply with all applicable provisions of the Xxxxxxxx-Xxxxx Act in effect from time to time. (o) The Company will apply the net proceeds from the sale of the Securities Stock as described set forth in the Disclosure Package and the Prospectus under the heading “"Use of Proceeds”; and" (ip) not to takeThe Company shall at all times engage and maintain, directly or indirectlyat its expense, any action designed to or that could reasonably be expected to cause or result in any stabilization or manipulation of a registrar and transfer agent for the price of the SecuritiesStock.

Further Agreements of the Company. The Company agrees with the UnderwritersUnderwriter: (a) to To prepare the Final Term Sheet, substantially in the form of Schedule 3 hereto and approved by the Representatives and file the Final Term Sheet pursuant to Rule 433(d) of the Securities Act within the time period prescribed by such Rule; to prepare the Prospectus, as amended or supplemented, in relation to the Securities Prospectus in a form approved by the Underwriters Underwriter containing information previously omitted at the time of effectiveness of the Registration Statement in reliance on Rules 430A, 430B and 430C of the Rules and Regulations and to file or cause to be filed with the Commission such Prospectus, Prospectus pursuant to Rule 424(b) under of the Securities ActRules and Regulations not later than the second (2nd) business day following the execution and delivery of this Agreement or, within if applicable, such earlier time as may be required by Rule 430A of the time period prescribed by such RuleRules and Regulations; to promptly notify the Underwriter of the Company’s intention to file or prepare any supplement or amendment to the Registration Statement or to the Prospectus in connection with this Offering and to make no further amendment or supplement to the Registration Statement, the General Disclosure Package or to the Prospectus to which the Underwriter shall reasonably object by notice to the Company after a reasonable period to review; to advise the Underwriter, promptly after it receives notice thereof, of the time when any amendment to the Registration Statement has been filed or becomes effective or any supplement to the Registration Statement General Disclosure Package or the Prospectus as or any amended or supplemented after Prospectus has been filed and to furnish the date of this Agreement and prior to the Closing Date which shall be disapproved by the Underwriters promptly after reasonable notice Underwriter copies thereof; to advise file promptly all material required to be filed by the Underwriters promptly Company with the Commission pursuant to Rule 433(d) or 163(b)(2), as the case may be, of any such amendment or supplement after such Closing Date the Rules and furnish the Underwriters with copies thereof and Regulations; to file promptly all reports and any definitive proxy or information statements required to be filed by the Company with the Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of the Prospectus and for so long as the delivery of a prospectus (or in lieu thereof, the notice referred to in Rule 173(a) of the Rules and Regulations) is required in connection with the offering Offering or sale of such Securities, and during such same period the Shares; to advise the UnderwritersUnderwriter, promptly after it receives notice thereof, of the time when any amendment to the Registration Statement has been filed or any supplement to the most recent Preliminary Prospectus and the Prospectus or any amended Prospectus has been filed with the Commission, of the issuance by the Commission of any stop order or of any order preventing or suspending the use of any prospectus relating to the Securities or Preliminary Prospectus, any Issuer Free Writing Prospectus or the Prospectus, of the suspension of the qualification of such Securities the Shares for offering or sale in any jurisdiction, of the initiation or threatening of any proceeding for any such purpose, or of any request by the Commission for the amending or supplementing of the Registration Statement, any Preliminary Prospectus, the Prospectus General Disclosure Package or any Issuer Free Writing the Prospectus or for additional information; and, in the event of the issuance of any such stop order or of any such order preventing or suspending the use of any prospectus relating to Preliminary Prospectus, any Issuer Free Writing Prospectus or the Securities Prospectus or suspending any such qualification, and promptly to promptly use its best efforts to obtain the withdrawal of such order;. (b) promptly from time to time to take such action as The Company represents and agrees that, it has not made, and unless it obtains the Underwriters may reasonably request to qualify the Securities for offer and sale under the securities laws of such jurisdictions as the Underwriters may reasonably request and to comply with such laws so as to permit the continuance of sales and dealings therein in such jurisdictions for as long as may be necessary to complete the issuance and sale prior consent of the SecuritiesUnderwriter, it will not, make any offer relating to the Shares that would constitute a “free writing prospectus” as defined in Rule 405 of the Rules and Regulations (each, a “Permitted Free Writing Prospectus”); provided that in connection therewith the Company shall not be required to qualify as a foreign corporation, to file a general prior written consent to service of process in any jurisdiction or to become subject to taxation in any jurisdiction in which it is not otherwise subject; (c) to furnish to the Underwriters such number of conformed copies of the Registration Statement, Underwriter hereto shall be deemed to have been given in respect of the Issuer Free Writing Prospectus(es) included in Schedule A hereto. The Company represents that it has treated and agrees that it will treat each Permitted Free Writing Prospectus as originally filed and each amendment thereto (excluding exhibits other than this Agreement), any Preliminary Prospectus, the Final Term Sheet and any other an Issuer Free Writing Prospectus, comply with the Prospectus requirements of Rules 164 and all amendments 433 of the Rules and supplements Regulations applicable to any of such documents (Issuer Free Writing Prospectus, including the requirements relating to timely filing with the Commission, legending and record keeping and will not take any document filed under the Exchange Act and deemed to be incorporated by reference action that would result in the Registration Statement, any Preliminary Prospectus Underwriter or the Prospectus), in each case as soon as available Company being required to file with the Commission pursuant to Rule 433(d) of the Rules and in such quantities as Regulations a free writing prospectus prepared by or on behalf of the Representatives may from time Underwriter that it otherwise would not have been required to time reasonably request;file thereunder. (dc) during the period in which the If at any time when a Prospectus relating to the Securities (or in lieu thereof, the notice referred to in Rule 173(a) of the Securities Act) Shares is required to be delivered under the Securities Act, to comply with all requirements imposed upon it by the Securities Act, as from time to time in force, so far as is necessary to permit the continuance of sales of or dealings in the Securities as contemplated by the provisions of this Agreement and by the most recent Preliminary Prospectus and the Prospectus. If during such period any event occurs or condition exists as a result of which the Disclosure Package or the Prospectus Prospectus, as then amended or supplemented supplemented, would include an any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, or the Registration Statement, as then amended or supplemented, would include any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein not misleading, or if for any other reason it is necessary at any time to amend or supplement any Registration Statement or the Prospectus to comply with the Securities Act or the Exchange Act, the Company will promptly notify the Underwriter, and upon the Underwriter’s request, the Company will promptly prepare and file with the Commission, at the Company’s expense, an amendment to the Registration Statement or an amendment or supplement to the Prospectus that corrects such statement or omission or effects such compliance and will deliver to the Underwriter, without charge, such number of copies thereof as the Underwriter may reasonably request. The Company consents to the use of the Prospectus or any amendment or supplement thereto by the Underwriter. (d) If the General Disclosure Package is being used to solicit offers to buy the Shares at a time when the Prospectus is not yet available to prospective purchasers and any event shall occur as a result of which, in the judgment of the Company or in the reasonable opinion of the Underwriter, it becomes necessary to amend or supplement the General Disclosure Package in order to make the statements therein, in the light of the circumstances then existingunder which they were made, not misleading, or to make the statements therein not conflict with the information contained or incorporated by reference in the Registration Statement then on file and not superseded or modified, or if during such period it is necessary at any time to amend the Registration Statement or amend or supplement the General Disclosure Package to comply with any law, the Company promptly will either (i) prepare, file with the Commission (if required) and furnish to the Underwriter and any dealers an appropriate amendment or supplement to the General Disclosure Package or (ii) prepare and file with the Commission an appropriate filing under the Exchange Act which shall be incorporated by reference in the General Disclosure Package so that the General Disclosure Package as so amended or supplemented will not, in the light of the circumstances under which they were made, be misleading or conflict with the Registration Statement then on file, or so that the General Disclosure Package will comply with law. (e) If at any time following issuance of an Issuer Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicted or will conflict with the information contained in the Registration Statement, Pricing Prospectus or Prospectus, including any document incorporated by reference therein and any prospectus supplement deemed to be a part thereof and not superseded or modified or included or would include an untrue statement of a material fact or omitted or would omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, the Company has promptly notified or will promptly notify the Underwriter so that any use of the Issuer Free Writing Prospectus may cease until it is amended or supplemented and has promptly amended or will promptly amend or supplement, at its own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement or omission. The foregoing sentence does not apply to statements in or omissions from any Issuer Free Writing Prospectus in reliance upon, and in conformity with, written information furnished to the Company by the Underwriter specifically for inclusion therein, which information the parties hereto agree is limited to the Underwriter’s Information (as defined in Section 17). (f) To the extent not available on the Commission’s XXXXX system or any successor system, to furnish promptly to the Underwriter and to counsel for the Underwriter a signed copy of the Registration Statement as originally filed with the Commission, and of each amendment thereto filed with the Commission, including all consents and exhibits filed therewith. (g) To the extent not available on the Commission’s XXXXX system or any successor system, to deliver promptly to the Underwriter in New York City such number of the following documents as the Underwriter shall reasonably request: (i) conformed copies of the Registration Statement as originally filed with the Commission (in each case excluding exhibits), (ii) each Preliminary Prospectus (if any), (iii) any Issuer Free Writing Prospectus, (iv) the Prospectus (the delivery of the documents referred to in clauses (i), (ii), (iii) and (iv) of this paragraph (g) to be made not later than 10:00 A.M., New York time, on the business day following the execution and delivery of this Agreement), (v) conformed copies of any amendment to the Registration Statement (excluding exhibits), (vi) any amendment or supplement to the General Disclosure Package or the Prospectus or file any document to comply with (the Securities Act, to promptly notify the Representatives and, subject to Section 4(a) hereof, amend the Registration Statement, amend or supplement the Disclosure Package or the Prospectus, as the case may be, or file any document (in each case, at the expense delivery of the Companydocuments referred to in clauses (v) so as to correct such statement or omission or to effect such compliance, and to furnish without charge to each Underwriter as many written and electronic copies of any such amendment or supplement as the Representatives may from time to time reasonably request; (e) to make generally available to security-holders of the Company as soon as practicable, but in any event not later than eighteen months after the effective date of the Registration Statement (as defined in Rule 158(c) under the Securities Act), an earnings statement of the Company and its subsidiaries (which need not be audited) complying with Section 11(avi) of the Securities Act (including, at the option of the Company, Rule 158 thereunder); (f) between the date of this Agreement and the Closing Date, neither the Company, nor any of its subsidiaries or other affiliates over which it exercises management or voting control, nor any person acting on their behalf will, without the prior written consent of the Representatives, offer, sell, contract to sell or otherwise dispose of any securities that are substantially similar to the Securities. paragraph (g) to pay be made not later than 10:00 A.M., New York City time, on the required Commission filing fees related to business day following the Securities within the time period required by Rule 456(b)(1date of such amendment or supplement) under the Securities Act without regard to the proviso therein and otherwise in accordance with Rules 456(b) and 457(r) under the Securities Act; (h) to apply the net proceeds from the sale of the Securities as described in the Disclosure Package and the Prospectus under the heading “Use of Proceeds”; and (i) not to take, directly or indirectly, any action designed to or that could reasonably be expected to cause or result in any stabilization or manipulation of the price of the Securities.

Further Agreements of the Company. The Company agrees with the Underwritersagrees: (a) to To prepare the Final Term Sheet, substantially in the form of Schedule 3 hereto and approved by the Representatives and file the Final Term Sheet pursuant to Rule 433(d) of the Securities Act within the time period prescribed by such Rule; to prepare the Prospectus, as amended or supplemented, in relation to the Securities Prospectus in a form approved by the Underwriters and to file or cause to be filed with the Commission such Prospectus, Prospectus pursuant to Rule 424(b) under the Securities Act, within Act not later than the time period prescribed by Commission’s close of business on the second business day following the execution and delivery of this Agreement and to notify the Underwriters promptly of such Rulefiling; to make no further amendment or any supplement to the Registration Statement or to the Prospectus as amended or supplemented after the date of this Agreement and prior to the Closing Delivery Date which shall be disapproved by the Underwriters promptly after reasonable notice thereofexcept as permitted herein; to advise the Underwriters promptly of any such amendment or supplement after such Closing Date and furnish the Underwriters with copies thereof and to file promptly all reports and any definitive proxy or information statements required to be filed by the Company with the Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act for so long as the delivery of a prospectus is required in connection with the offering or sale of such Securities, and during such same period to advise the Underwriters, promptly after it receives notice thereof, of the time when any amendment to the Registration Statement has been filed or becomes effective or any supplement to the most recent Preliminary Prospectus and the Prospectus or any amended Prospectus has been filed and to furnish the Underwriters with copies thereof; to file promptly all reports and any definitive proxy or information statements required to be filed by the Company with the CommissionCommission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of the Prospectus and for so long as the delivery of a prospectus is required in connection with the offering or sale of the Stock; to advise the Underwriters, promptly after it receives notice thereof, of the issuance by the Commission of any stop order or of any order preventing or suspending the use of any prospectus relating to Preliminary Prospectus or the Securities Prospectus or any Issuer Free Writing Prospectus, of the suspension of the qualification of such Securities the Stock for offering or sale in any jurisdiction, of the initiation or threatening of any proceeding for any such purpose, of any notice from the Commission objecting to the use of the form of the Registration Statement or any post-effective amendment thereto or of any request by the Commission for the amending or supplementing of the Registration Statement, any Preliminary Prospectus, the Prospectus or any Issuer Free Writing Prospectus or for additional information; and, in the event of the issuance of any such stop order or of any such order preventing or suspending the use of any prospectus relating to Preliminary Prospectus or the Securities Prospectus or any Issuer Free Writing Prospectus or suspending any such qualification, to use promptly use its best efforts to obtain its withdrawal; and, in the withdrawal event of the Company’s receipt of a notice objecting to the use of the form of the Registration Statement or any post-effective amendment thereto, the Company will promptly take such order;steps including, without limitation, amending the Registration Statement or filing a new registration statement, at its own expense, as may be necessary to permit offers and sales of the Stock by the Underwriters (and references herein to the “Registration Statement” shall include any such amendment or new registration statement). (b) To furnish to the Underwriters and to counsel for the Underwriters a signed copy of the Registration Statement as originally filed with the Commission, and each amendment thereto filed with the Commission, including all consents and exhibits filed therewith. (c) To deliver promptly to the Underwriters such number of the following documents as the Underwriters shall reasonably request: (i) conformed copies of the Registration Statement as originally filed with the Commission and each amendment thereto (in each case excluding exhibits), (ii) the Prospectus and any amended or supplemented Prospectus, (iii) each Issuer Free Writing Prospectus and (iv) any document incorporated by reference in any Preliminary Prospectus or the Prospectus (excluding exhibits thereto); and, if the delivery of a prospectus (or in lieu thereof, the notice referred to in Rule 173(a) of the Rules and Regulations) is required at any time after the date hereof in connection with the offering or sale of the Stock or any other securities relating thereto and if at such time any events shall have occurred as a result of which the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made when such Prospectus is delivered, not misleading, or, if for any other reason it shall be necessary to amend or supplement the Prospectus or to file under the Exchange Act any document incorporated by reference in the Prospectus in order to comply with the Securities Act or the Exchange Act, to file such document, to notify the Underwriters and, upon their request, to prepare and furnish without charge to the Underwriters and to any dealer in securities as many copies as the Underwriters may from time to time reasonably request of an amended or supplemented Prospectus which will correct such statement or omission or effect such compliance. (d) To file promptly with the Commission any amendment or supplement to the Registration Statement or the Prospectus that may, in the reasonable judgment of the Company or the Underwriters, be required by the Securities Act or requested by the Commission. (e) Prior to filing with the Commission any amendment or supplement to the Registration Statement or the Prospectus, any document incorporated by reference in the Prospectus or any amendment to any document incorporated by reference in the Prospectus, to furnish a copy thereof to the Underwriters and counsel for the Underwriters and obtain the consent of the Underwriters to the filing (which consent may not be unreasonably withheld). (f) To pay the applicable Commission filing fees relating to the Stock within the time required by Rule 456(b)(1) without regard to the proviso therein. (g) Not to make any offer relating to the Stock that would constitute an Issuer Free Writing Prospectus without the prior written consent of the Underwriters. (h) To file promptly all material required to be filed by the Company with the Commission pursuant to Rule 433(d) of the Rules and Regulations; to retain in accordance with the Rules and Regulations all Issuer Free Writing Prospectuses not required to be filed with the Commission pursuant to the Rules and Regulations; and if at any time after the date hereof any events shall have occurred as a result of which any Issuer Free Writing Prospectus, as then amended or supplemented, would conflict with the information in the Pricing Disclosure Package or the Prospectus or would include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or, if for any other reason it shall be necessary to amend or supplement any Issuer Free Writing Prospectus, to notify the Underwriters and, upon its request, file such document and prepare and furnish without charge to the Underwriters as many copies as the Underwriters may from time to time reasonably request of an amended or supplemented Issuer Free Writing Prospectus that will correct such conflict, statement or omission or effect such compliance. (i) As soon as practicable after the Effective Date and in any event not later than 16 months after the date hereof, to make generally available to the Company’s security holders and to deliver to the Underwriters an earning statement of the Company and its Subsidiaries (which need not be audited) complying with Section 11(a) of the Securities Act and the Rules and Regulations. (j) Until completion of the distribution contemplated hereby, to furnish to the Underwriters copies of all materials furnished by the Company to its shareholders and all public reports and all reports and financial statements furnished by the Company to the principal national securities exchange upon which the Common Stock may be listed pursuant to requirements of or agreements with such exchange or to the Commission pursuant to the Exchange Act or any rule or regulation of the Commission thereunder. (k) Promptly from time to time to take such action as the Underwriters may reasonably request to qualify the Securities Stock for offer offering and sale under the securities laws of such jurisdictions as the Underwriters may reasonably request and to comply with such laws so as to permit the continuance of sales and dealings therein in such jurisdictions for as long as may be necessary to complete the issuance and sale distribution of the SecuritiesStock; provided that in connection therewith the Company shall not be required to qualify as a foreign corporation, corporation or to file a general consent to service of process in any jurisdiction or to become subject to taxation in any jurisdiction in which it is not otherwise subject;jurisdiction. (cl) For a period of 45 days from the date of the Prospectus, not to, directly or indirectly, (1) offer for sale, sell, pledge or otherwise dispose of (or enter into any transaction or device which is designed to, or could reasonably be expected to, result in the disposition by the Company at any time in the future of) any shares of Common Stock or securities convertible into or exchangeable for Common Stock (other than the Stock, shares of Common Stock or securities convertible into or exchangeable for Common Stock issued pursuant to furnish employee benefit plans, equity incentive plans or other employee compensation plans existing on the date hereof or pursuant to currently outstanding options, warrants or rights, shares of Common Stock issued pursuant to registration statements on Form S-4 in connection with acquisition transactions or earn-out obligations under acquisition transactions or shares of Common Stock issued upon conversion of the Company’s 1.875% convertible senior notes due 2013 or the 4.0% senior notes due 2014 or shares of Common Stock to be issued pursuant to the Underwriters such number Mobilitie Purchase Agreement) or substantially similar securities, or sell or grant options, rights or warrants with respect to any shares of conformed copies Common Stock or securities convertible into or exchangeable for Common Stock or substantially similar securities (other than the grant of options or restricted stock units pursuant to equity incentive plans existing on the date hereof), or (2) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the Registration Statement, as originally economic benefits or risks of ownership of such shares of Common Stock or (3) make any demand for or exercise any right to file or cause to be filed and each amendment thereto a registration statement with respect to the registration of any share of Common Stock or securities convertible into or exchangeable for Common Stock (excluding exhibits other than this a registration statement on Form S-4 or S-8 or pursuant to the registration rights set forth in the Mobilitie Purchase Agreement), whether any Preliminary Prospectussuch transaction described in clause (1), the Final Term Sheet and any other Issuer Free Writing Prospectus, the Prospectus and all amendments and supplements to any of such documents (including any document filed under the Exchange Act and deemed 2) or (3) above is to be incorporated settled by reference delivery of Common Stock or other securities, in the Registration Statement, any Preliminary Prospectus cash or the Prospectus)otherwise, in each case as soon as available and in such quantities as the Representatives may from time to time reasonably request; (d) during the period in which the Prospectus relating to the Securities (or in lieu thereof, the notice referred to in Rule 173(a) of the Securities Act) is required to be delivered under the Securities Act, to comply with all requirements imposed upon it by the Securities Act, as from time to time in force, so far as is necessary to permit the continuance of sales of or dealings in the Securities as contemplated by the provisions of this Agreement and by the most recent Preliminary Prospectus and the Prospectus. If during such period any event occurs as a result of which the Disclosure Package or the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances then existing, not misleading, or if during such period it is necessary to amend the Registration Statement or amend or supplement the Disclosure Package or the Prospectus or file any document to comply with the Securities Act, to promptly notify the Representatives and, subject to Section 4(a) hereof, amend the Registration Statement, amend or supplement the Disclosure Package or the Prospectus, as the case may be, or file any document (in each case, at the expense of the Company) so as to correct such statement or omission or to effect such compliance, and to furnish without charge to each Underwriter as many written and electronic copies of any such amendment or supplement as the Representatives may from time to time reasonably request; (e) to make generally available to security-holders of the Company as soon as practicable, but in any event not later than eighteen months after the effective date of the Registration Statement (as defined in Rule 158(c) under the Securities Act), an earnings statement of the Company and its subsidiaries (which need not be audited) complying with Section 11(a) of the Securities Act (including, at the option of the Company, Rule 158 thereunder); (f) between the date of this Agreement and the Closing Date, neither the Company, nor any of its subsidiaries or other affiliates over which it exercises management or voting control, nor any person acting on their behalf will, without the prior written consent of the Representatives, offer, sell, contract to sell or otherwise dispose of any securities that are substantially similar to the Securities.Citigroup Global Markets Inc. (gm) to pay the required Commission filing fees related to the Securities within the time period required by Rule 456(b)(1) under the Securities Act without regard to the proviso therein and otherwise in accordance with Rules 456(b) and 457(r) under the Securities Act; (h) to To apply the net proceeds from the sale of the Securities Stock as described set forth in the Disclosure Package and the Prospectus under the heading “Use of Proceeds”; andProspectus. (in) not To take such steps as shall be necessary to ensure that neither the Company nor any Subsidiary shall become an “investment company” as defined in the 1940 Act. (o) Not to take, directly or indirectly, any action designed to cause or that could result in, or which constitutes or which might reasonably be expected to cause or result in any constitute, the stabilization or manipulation of the price of the Securitiesshares of Common Stock (including the Stock) to facilitate the sale or resale of the Stock.

Further Agreements of the Company. The Company agrees with the Underwriters:agrees: --------------------------------- (a) to To prepare the Final Term Sheet, substantially in the form of Schedule 3 hereto and approved by the Representatives and file the Final Term Sheet pursuant to Rule 433(d) of the Securities Act within the time period prescribed by such Rule; to prepare the Prospectus, as amended or supplemented, in relation to the Securities Prospectus in a form reasonably approved by the Underwriters and to file or cause to be filed with the Commission such Prospectus, Prospectus pursuant to Rule 424(b) under the Securities Act not later than the Commission's close of business on the second business day following the execution and delivery of this Agreement or, if applicable, such earlier time as may be required by Rule 430A(a)(3) under the Securities Act; after the date of the applicable Terms Agreement, within the time period prescribed by such Rule; to make no further amendment or any supplement to the Registration Statement or to the Prospectus as amended or supplemented after the date of this Agreement and prior to the applicable Closing Date which shall be disapproved by the Underwriters promptly after reasonable notice thereofexcept as permitted herein; to advise the Underwriters promptly of any such amendment or supplement after such Closing Date and furnish the Underwriters with copies thereof and to file promptly all reports and any definitive proxy or information statements required to be filed by the Company with the Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act for so long as the delivery of a prospectus is required in connection with the offering or sale of such Securities, and during such same period to advise the Underwriters, promptly after it receives notice thereof, of the time when any amendment to the Registration Statement has been filed or becomes effective or any supplement to the most recent Preliminary Prospectus and the Prospectus or any amended Prospectus has been filed and to furnish the Underwriters with copies thereof; to file promptly all reports and any definitive proxy or information statements required to be filed by the Company or with the CommissionCommission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of the Prospectus and for so long as the delivery of a prospectus is required in connection with the offering or sale of the Offered Securities; to advise the Underwriters, promptly after it receives notice thereof, of the issuance by the Commission of any stop order or of any order preventing or suspending the use of any prospectus relating to Preliminary Prospectus or the Securities or any Issuer Free Writing Prospectus, of the suspension of the qualification of such the Offered Securities for offering or sale in any jurisdiction, of the initiation or threatening of any proceeding for any such purpose, or of any request by the Commission for the amending or supplementing of the Registration Statement, any Preliminary Prospectus, Statement or the Prospectus or any Issuer Free Writing Prospectus or for additional information; and, in the event of the issuance of any such stop order or of any such order preventing or suspending the use of any prospectus relating to Preliminary Prospectus or the Securities Prospectus or suspending any such qualification, to use promptly use its best efforts to obtain the withdrawal of such orderits withdrawal; (b) To furnish, promptly upon request by the representatives of the Underwriters named in any applicable Terms Agreement (the "Representatives" and --------------- if no Representatives are so named, then any references herein to the Representatives shall be deemed to refer to the Underwriters), to the Underwriters and to counsel for the Underwriters a copy of the Registration Statement as originally filed with the Commission, and each amendment thereto filed with the Commission, including all consents and exhibits filed therewith; (c) To deliver promptly to the Underwriters such number of the following documents as the Representatives shall reasonably request: (i) conformed copies of the Registration Statement as originally filed with the Commission and each amendment thereto (in each case excluding exhibits other than this Agreement and the Indenture and such other exhibits as the Underwriters may reasonably request), (ii) each Preliminary Prospectus, the Prospectus and any amended or supplemented Prospectus; and (iii) any document incorporated or deemed incorporated by reference in the Prospectus (excluding exhibits thereto); and, if the delivery of a prospectus is required at any time after the Effective Date in connection with the offering or sale of the Offered Securities and if at such time any events shall have occurred as a result of which the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made when such Prospectus is delivered, not misleading, or, if for any other reason it shall be necessary to amend or supplement the Prospectus (or to file under the Exchange Act any document incorporated by reference in the Prospectus) in order to comply with the Securities Act or the Exchange Act, to notify the Underwriters and, upon the reasonable request of the Representatives, to file such document and to prepare and furnish without charge to each Underwriter as many copies as the Representatives may from time to time reasonably request of an amended or supplemented Prospectus which will correct such statement or omission or effect such compliance; (d) To file promptly with the Commission any amendment to the Registration Statement or the Prospectus or any supplement to the Prospectus that may, in the judgment of the Company and the Underwriters, be required by the Securities Act, or requested by the Commission; (e) Prior to filing with the Commission any amendment to the Registration Statement or supplement to the Prospectus, and promptly after filing with the Commission (or, if between the signing of any applicable Terms Agreement and the Closing Date thereunder, prior to filing with the Commission) any document incorporated or deemed incorporated by reference in the Prospectus or any Prospectus pursuant to Rule 424 of the Rules and Regulations, to furnish a copy thereof to the Underwriters and counsel for the Underwriters; (f) As soon as practicable after the date of this Agreement and every Terms Agreement relating to designated Offered Securities, to make generally available to its security holders an earnings statement of the Company and its Subsidiaries (which need not be audited) complying with Section 11(a) of the Securities Act and the Rules and Regulations (including, at the option of the Company, Rule 158); (g) For a period of five years following the applicable Closing Date, to furnish to the Underwriters, copies of all materials furnished by the Company to all of its shareholders and all public reports and all reports and financial statements furnished by the Company to the principal national securities exchange upon which the Common Stock and any other Offered Securities may be listed pursuant to requirements of or agreements with such exchange or to the Commission pursuant to the Exchange Act or any rules or regulations of the Commission thereunder; (h) Promptly from time to time to take such action as the Underwriters may reasonably request to qualify the Offered Securities for offer offering and sale under the securities laws of such jurisdictions as the Underwriters may reasonably request and to comply with such laws so as to permit the continuance of sales and dealings therein in such jurisdictions for as long as may be necessary to complete the issuance and sale distribution of the Offered Securities; provided provided, however, that in connection therewith the Company shall not be required to qualify as a foreign corporation, corporation or to file a general consent to service of process in any jurisdiction or to become subject to taxation in any jurisdiction in which where it is not otherwise subjectso qualified; (ci) to furnish to For a period of 90 days after the Underwriters such number date of conformed copies of the Registration Statement, as originally filed and each amendment thereto (excluding exhibits other than this Agreement), any Preliminary Prospectus, the Final Term Sheet and any other Issuer Free Writing Prospectus, the Prospectus and all amendments and supplements to any of such documents (including any document filed under the Exchange Act and deemed to be incorporated by reference in the Registration Statement, any Preliminary Prospectus or the Prospectus), in each case as soon as available and in such quantities as the Representatives may from time to time reasonably request; (d) during the period in which the Prospectus relating to designated Common Stock, or Offered Securities convertible into Common Stock but only if specified in the Securities applicable Terms Agreement (unless a different time period is set forth in the applicable Terms Agreement), the Company will not, directly or indirectly, offer for sale, sell or otherwise dispose of (or enter into any transaction or device which is designed to, or could be expected to, result in lieu thereofthe disposition by any person at any time in the future of) any shares of Common Stock or any security convertible or exchangeable for Common Stock (other than shares issuable pursuant to employee benefit plans, stock option plans or other compensation plans existing on the notice referred date thereof or pursuant to in Rule 173(a) then currently outstanding options, warrants or rights and other than the issuance of shares of Common Stock as consideration for the acquisition of one or more businesses provided that such Common Stock may not be resold prior to the expiration of the Securities Act90-day period referenced above), or sell or grant options, rights or warrants with respect to any shares of Common Stock (other than the grant of options pursuant to option plans existing on the date thereof) is required to be delivered under the Securities Act, to comply otherwise than in accordance with all requirements imposed upon it by the Securities Act, this Agreement or as from time to time in force, so far as is necessary to permit the continuance of sales of or dealings contemplated in the Securities as contemplated by the provisions of this Agreement and by the most recent Preliminary Prospectus and the Prospectus. If during such period any event occurs as a result of which the Disclosure Package or the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances then existing, not misleading, or if during such period it is necessary to amend the Registration Statement or amend or supplement the Disclosure Package or the Prospectus or file any document to comply with the Securities Act, to promptly notify the Representatives and, subject to Section 4(a) hereof, amend the Registration Statement, amend or supplement the Disclosure Package or the Prospectus, as the case may be, or file any document (in each case, at the expense of the Company) so as to correct such statement or omission or to effect such compliance, and to furnish without charge to each Underwriter as many written and electronic copies of any such amendment or supplement as the Representatives may from time to time reasonably request; (e) to make generally available to security-holders of the Company as soon as practicable, but in any event not later than eighteen months after the effective date of the Registration Statement (as defined in Rule 158(c) under the Securities Act), an earnings statement of the Company and its subsidiaries (which need not be audited) complying with Section 11(a) of the Securities Act (including, at the option of the Company, Rule 158 thereunder); (f) between the date of this Agreement and the Closing Date, neither the Company, nor any of its subsidiaries or other affiliates over which it exercises management or voting control, nor any person acting on their behalf will, without the prior written consent of the Representatives, offer, sell, contract to sell or otherwise dispose of any securities that are substantially similar to the Securities. (g) to pay the required Commission filing fees related to the Securities within the time period required by Rule 456(b)(1) under the Securities Act without regard to the proviso therein and otherwise in accordance with Rules 456(b) and 457(r) under the Securities Act; (hj) In the event designated Offered Securities are to be listed on a securities exchange, to apply for any listing of such designated Offered Securities on such securities exchange and to use its best efforts to complete and maintain that listing, subject only to official notice of issuance, prior to the relevant Closing Date, or if not so listed by such date, as soon as practical thereafter. In the case of Offered Securities that are Debt Securities to be listed on a foreign securities exchange, if the Company is not able to effect or maintain such listing, it will use its best efforts to obtain and maintain the quotation for, or listing of, such Debt Securities on such other stock exchange or exchanges as the Company may, with the approval of the Representatives, determine; (k) To apply the net proceeds from the sale of the Offered Securities being sold by the Company as described set forth in the Disclosure Package and the Prospectus under the heading “Use of Proceeds”Prospectus; and (il) If the Offered Securities include Debt Securities, not to takeoffer or sell such Debt Securities in bearer form during the restricted period to a person who is within the United States or its possessions or to a United States person (each as defined in the U.S. Internal Revenue Code and regulations thereunder, directly or indirectly, any action designed to or that could reasonably be expected to cause or result in any stabilization or manipulation of including the price of the SecuritiesD Rules).

Further Agreements of the Company. The Company agrees with the Underwritersagrees: (a) to To prepare the Final Term Sheet, substantially in the form of Schedule 3 hereto and approved by the Representatives and file the Final Term Sheet pursuant to Rule 433(d) of the Securities Act within the time period prescribed by such Rule; to prepare the Prospectus, as amended or supplemented, in relation to the Securities Prospectus Supplement in a form approved by the Underwriters and to file or cause to be filed with the Commission such Prospectus, Prospectus Supplement pursuant to Rule 424(b) under the Securities Act, within Act not later than the time period prescribed by such RuleCommission's close of business on the second business day following the execution and delivery of this Agreement; to make no further amendment or any supplement to the Registration Statement or Prospectus as amended or supplemented after the date of this Agreement and prior to the Closing Date which shall be disapproved by the Underwriters promptly after reasonable notice thereofProspectus except as permitted herein; to advise the Underwriters promptly of any such amendment or supplement after such Closing Date and furnish the Underwriters with copies thereof and to file promptly all reports and any definitive proxy or information statements required to be filed by the Company with the Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act for so long as the delivery of a prospectus is required in connection with the offering or sale of such Securities, and during such same period to advise the Underwriters, promptly after it receives notice thereof, of the time when any amendment to the Registration Statement has been filed or becomes effective or any supplement to the most recent Preliminary Prospectus and the Prospectus or any amended Prospectus has been filed and to furnish the Underwriters with copies thereof; to advise the CommissionUnderwriters, promptly after it receives notice thereof, of the issuance by the Commission of any stop order or of any order preventing or suspending the use of any prospectus relating to Preliminary Prospectus or the Securities or any Issuer Free Writing Prospectus, of the suspension of the qualification of such Securities the Shares for offering or sale in any jurisdiction, of the initiation or threatening of any proceeding for any such purpose, or of any request by the Commission for the amending or supplementing of the Registration Statement, any Preliminary Prospectus, Statement or the Prospectus or any Issuer Free Writing Prospectus or for additional information; and, in the event of the issuance of any such stop order or of any such order preventing or suspending the use of any prospectus relating to Preliminary Prospectus Supplement or the Securities Prospectus Supplement or suspending any such qualification, to use promptly use its best efforts to obtain the withdrawal of such orderits withdrawal; (b) To furnish promptly to the Underwriters and to counsel for the Underwriters, upon request, a conformed copy of the Registration Statement as originally filed with the Commission, and each amendment thereto filed with the Commission, including all consents and exhibits filed therewith; (c) To deliver promptly to the Underwriters such number of the following documents as the Underwriters shall reasonably request: (i) conformed copies of the Registration Statement as originally filed with the Commission and each amendment thereto (in each case including consents and exhibits other than this Agreement and the computation of per share earnings) and (ii) each Preliminary Prospectus Supplement, the Prospectus Supplement and any amended or supplemented Prospectus Supplement; and, if the delivery of a prospectus is required at any time after the Effective Time in connection with the offering or sale of the Shares and if at such time any events shall have occurred as a result of which the Preliminary Prospectus Supplement or the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made when such Preliminary Prospectus Supplement or the Prospectus is delivered, not misleading, or, if for any other reason it shall be necessary to amend or supplement the Preliminary Prospectus Supplement or the Prospectus in order to comply with the Securities Act or the Exchange Act, to notify the Underwriters and, upon its request, to file such document and to prepare and furnish without charge to the Underwriters and to any dealer in securities as many copies as the Underwriters may from time to time reasonably request of an amended or supplemented Preliminary Prospectus Supplement or the Prospectus which will correct such statement or omission or effect such compliance. The aforementioned documents furnished to the Underwriters will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T; (d) To file promptly with the Commission any amendment to the Registration Statement or the Prospectus Supplement or any supplement to the Prospectus Supplement that may, in the judgment of the Underwriters or counsel to the Underwriters, be required by the Securities Act or the Exchange Act or requested by the Commission; (e) Prior to filing with the Commission any amendment to the Registration Statement or supplement to the Prospectus pursuant to Rule 424 of the Securities Act Regulations, to furnish a copy thereof to the Underwriters and counsel for the Underwriters and obtain the consent of the Underwriters to the filing; (f) The Company will make generally available to its security holders as soon as practicable but no later than 60 days after the close of the period covered thereby an earnings statement (in form complying with the provisions of Section 11(a) of the Securities Act and Rule 158 of the Securities Act Regulations), which need not be certified by independent certified public accountants unless required by the Securities Act or the Securities Act Regulations, covering a twelve-month period commencing after the "effective date" (as defined in said Rule 158) of the Registration Statement; (g) The Company will furnish to the Underwriters, from time to time during the period when the Prospectus is required to be delivered under the Securities Act or the Exchange Act such number of copies of the Prospectus (as amended or supplemented) as the Underwriters may reasonably request for the purposes contemplated by the Securities Act or the Exchange Act or the respective applicable rules and regulations of the Commission thereunder; (h) For a period of five years following the Effective Date, to furnish to the Underwriters, upon request, copies of all materials furnished by the Company to its stockholders and all public reports and all reports and financial statements furnished by the Company to the principal national securities exchange upon which the Shares may be listed pursuant to requirements of or agreements with such exchange or to the Commission pursuant to the Exchange Act or any rule or regulation of the Commission thereunder; (i) Promptly from time to time to take such action as the Underwriters may reasonably request to qualify the Securities Shares for offer offering and sale under the securities securities, real estate syndication or Blue Sky laws of such jurisdictions as the Underwriters may reasonably request and to comply with such laws so as to permit the continuance of sales and dealings therein in such jurisdictions for as long as may be necessary to complete the issuance and sale distribution of the Securities; provided that in connection therewith Shares by the Company shall not be required to qualify as a foreign corporation, to file a general consent to service of process in any jurisdiction or to become subject to taxation in any jurisdiction in which it is not otherwise subjectUnderwriters; (cj) to furnish to the Underwriters such number of conformed copies of the Registration Statement, as originally filed and each amendment thereto (excluding exhibits other than this Agreement), any Preliminary Prospectus, the Final Term Sheet and any other Issuer Free Writing Prospectus, the Prospectus and all amendments and supplements to any of such documents (including any document filed under the Exchange Act and deemed to be incorporated by reference in the Registration Statement, any Preliminary Prospectus or the Prospectus), in each case as soon as available and in such quantities as the Representatives may from time to time reasonably request; (d) during the period in which the Prospectus relating to the Securities (or in lieu thereof, the notice referred to in Rule 173(a) of the Securities Act) is required to be delivered under the Securities Act, to comply with all requirements imposed upon it by the Securities Act, as from time to time in force, so far as is necessary to permit the continuance of sales of or dealings in the Securities as contemplated by the provisions of this Agreement and by the most recent Preliminary Prospectus and the Prospectus. If during such period any event occurs as a result of which the Disclosure Package or the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances then existing, not misleading, or if during such period it is necessary to amend the Registration Statement or amend or supplement the Disclosure Package or the Prospectus or file any document to comply with the Securities Act, to promptly notify the Representatives and, subject to Section 4(a) hereof, amend the Registration Statement, amend or supplement the Disclosure Package or the Prospectus, as the case may be, or file any document (in each case, at the expense of the Company) so as to correct such statement or omission or to effect such compliance, and to furnish without charge to each Underwriter as many written and electronic copies of any such amendment or supplement as the Representatives may from time to time reasonably request; (e) to make generally available to security-holders of the Company as soon as practicable, but in any event not later than eighteen months after the effective date of the Registration Statement (as defined in Rule 158(c) under the Securities Act), an earnings statement of the Company and its subsidiaries (which need not be audited) complying with Section 11(a) of the Securities Act (including, at the option of the Company, Rule 158 thereunder); (f) between From the date of this Agreement through, and including, the 30th day after the Closing Date, neither the Company, nor any of its subsidiaries or other affiliates over which it exercises management or voting control, nor any person acting on their behalf will, without the prior written consent of the Representatives, not to offer, sell, contract to sell or otherwise dispose of of, except as provided hereunder, any securities of the Company that are substantially similar to the Securities. Shares, including but not limited to any securities that are convertible into or exchangeable for, or that represent the right to receive, the Common Stock or any such substantially similar securities without the prior written consent of Citigroup Global Markets Inc., other than (gi) the Shares, (ii) shares of Common Stock issued pursuant to pay employee benefit plans, qualified stock option plans, dividend reinvestment plans or other employee compensation plans existing on the required Commission filing fees related date hereof or (iii) sales or offers in private placement transactions to, or in direct public placements to, sellers relating to the Securities within the time period required by Rule 456(b)(1) under the Securities Act without regard acquisition of real property or interests therein, including mortgage or leasehold interests, or in conjunction with any joint venture transaction, made to the proviso therein and otherwise in accordance with Rules 456(b) and 457(r) under the Securities Actany seller of such real property or such joint venture interest; (hk) To use its best efforts to apply effect and maintain the net proceeds from the sale listing of the Securities Shares on the NYSE; (l) To take such steps as described in shall be necessary to ensure that neither the Disclosure Package Company nor the Operating Partnership shall become an "investment company" within the meaning of such term under the Investment Company Act of 1940, as amended, and the Prospectus rules and regulations of the Commission thereunder; (m) The Company will use its best efforts to continue to meet the requirements to qualify as a REIT under the heading “Use of Proceeds”Code; and (in) not Except for the authorization of actions permitted to be taken by the Underwriters as contemplated herein or in the Prospectus, neither the Company nor the Operating Partnership will (a) take, directly or indirectly, any action designed to cause or to result in, or that could might reasonably be expected to cause or result in any constitute, the stabilization or manipulation of the price of any security of the SecuritiesCompany to facilitate the sale or resale of the Shares, and (b) until the Closing Date, (i) sell, bid for or purchase the Securities or pay any person any compensation for soliciting purchases of the Securities or (ii) pay or agree to pay to any person any compensation for soliciting another to purchase any other securities of the Company.

Further Agreements of the Company. The Company agrees with the Underwritersagrees: (a) to To prepare the Final Term Sheet, substantially in the form of Schedule 3 hereto and approved by the Representatives and file the Final Term Sheet pursuant to Rule 433(d) of the Securities Act within the time period prescribed by such Rule; to prepare the Prospectus, as amended or supplemented, in relation to the Securities Prospectus in a form approved by the Lead Underwriters which approval shall not be unreasonably withheld or delayed, and to file or cause to be filed with the Commission such Prospectus, Prospectus pursuant to Rule 424(b) under the Securities Act not later than Commission's close of business on the second business day following the execution and delivery of this Agreement or, if applicable, such earlier time as may be required by Rule 430A(a)(3) under the Securities Act, within the time period prescribed by such Rule; to make no further amendment or any supplement to the Registration Statement or to the Prospectus as amended or supplemented after the date of this Agreement and prior to the Closing any Delivery Date which shall be disapproved by the Underwriters promptly after reasonable notice thereofexcept as permitted herein; to advise the Underwriters promptly of any such amendment or supplement after such Closing Date and furnish the Underwriters with copies thereof and to file promptly all reports and any definitive proxy or information statements required to be filed by the Company with the Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act for so long as the delivery of a prospectus is required in connection with the offering or sale of such Securities, and during such same period to advise the Underwriters, promptly after it receives notice thereof, of the time when any amendment to the Registration Statement has been filed or becomes effective or any supplement to the most recent Preliminary Prospectus and the Prospectus or any amended Prospectus has been filed and to furnish the Underwriters with copies thereof; to file promptly all reports and any definitive proxy or information statements required to be filed by the Company with the CommissionCommission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of the Prospectus and for so long as the delivery of a prospectus is required in connection with the offering or sale of the Securities; to advise the Underwriters, promptly after it receives notice thereof, of the issuance by the Commission of any stop order or of any order preventing or suspending the use of any prospectus relating to Preliminary Prospectus or the Securities or any Issuer Free Writing Prospectus, of the suspension of the qualification of such the Securities for offering or sale in any jurisdiction, of the initiation or threatening of any proceeding for any such purpose, or of any request by the Commission for the amending or supplementing of the Registration Statement, any Preliminary Prospectus, Statement or the Prospectus or any Issuer Free Writing Prospectus or for additional information; and, in the event of the issuance of any such stop order or of any such order preventing or suspending the use of any prospectus relating to Preliminary Prospectus or the Securities Prospectus or suspending any such qualification, to use promptly use its reasonable best efforts to obtain the withdrawal of such orderits withdrawal; (b) To furnish promptly from time to time to take such action as the Underwriters may reasonably request and to qualify the Securities counsel for offer and sale under the securities laws of such jurisdictions as the Underwriters may reasonably request and to comply with such laws so as to permit the continuance of sales and dealings therein in such jurisdictions for as long as may be necessary to complete the issuance and sale a signed or facsimile signed copy of the Securities; provided that in connection therewith Registration Statement as originally filed with the Company shall not be required to qualify as a foreign corporationCommission, to file a general consent to service of process in any jurisdiction or to become subject to taxation in any jurisdiction in which it is not otherwise subjectand each amendment thereto filed with the Commission, including all consents and exhibits filed therewith; (c) to furnish To deliver promptly to the Underwriters such number of the following documents as the Underwriters shall reasonably request: (i) conformed copies of the Registration Statement, Statement as originally filed with the Commission and each amendment thereto (in each case excluding exhibits other than this Agreement), any exhibits) and (ii) each Preliminary Prospectus, the Final Term Sheet and any other Issuer Free Writing Prospectus, the Prospectus and all amendments and supplements to any amended or supplemented Prospectus, and, if the delivery of such documents (including a prospectus is required at any document filed under time after the Exchange Act and deemed to be incorporated by reference Effective Time in connection with the Registration Statement, any Preliminary Prospectus offering or the Prospectus), in each case as soon as available and in such quantities as the Representatives may from time to time reasonably request; (d) during the period in which the Prospectus relating to the Securities (or in lieu thereof, the notice referred to in Rule 173(a) sale of the Securities Act) is required to be delivered under the Securities Act, to comply with all requirements imposed upon it by the Securities Act, as from or any other securities relating thereto and if at such time to time in force, so far as is necessary to permit the continuance of sales of or dealings in the Securities as contemplated by the provisions of this Agreement and by the most recent Preliminary Prospectus and the Prospectus. If during such period any event occurs events shall have occurred as a result of which the Disclosure Package or the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state a any material fact necessary in order to make the statements therein, in the light of the circumstances then existingunder which they were made when such Prospectus is delivered, not misleading, or or, if during such period for any other reason it is shall be necessary to amend the Registration Statement or amend or supplement the Disclosure Package or the Prospectus or file any document in order to comply with the Securities Act, to promptly notify the Representatives Underwriters and, subject upon their request, to Section 4(a) hereof, amend prepare and furnish without charge to the Registration Statement, amend or supplement the Disclosure Package or the Prospectus, Underwriters and to any dealer in securities as many copies as the case Underwriters may be, from time to time reasonably request of an amended or file any document (in each case, at the expense of the Company) so as to supplemented Prospectus which will correct such statement or omission or to effect such compliance; (d) To file promptly with the Commission any amendment to the Registration Statement or the Prospectus or any supplement to the Prospectus that may, and to furnish without charge to each Underwriter as many written and electronic copies in the reasonable judgment of any such amendment the Company or supplement as the Representatives may from time to time reasonably requestLead Underwriters, be required by the Securities Act or is requested by the Commission; (e) For so long as the delivery of a prospectus is required in connection with the initial offering or sale of the Securities, prior to filing with the Commission any amendment to the Registration Statement or supplement to the Prospectus or any Prospectus and any document incorporated by reference in the Prospectus pursuant to Rule 424 of the Securities Act, to furnish a copy thereof to the Underwriters and counsel for the Underwriters and obtain the consent of the Lead Underwriters. to the filing; (f) As soon as practicable after the Effective Date, to make generally available to security-the Company's security holders of and to deliver to the Company as soon as practicable, but in any event not later than eighteen months after the effective date of the Registration Statement (as defined in Rule 158(c) under the Securities Act), Underwriters an earnings statement of the Company and its subsidiaries (which need not be audited) complying with Section 11(a) of the Securities Act (including, at the option of the Company, Rule 158 thereunderof the Securities Act); (fg) between Promptly from time to time, to take such action as the date Lead Underwriters may reasonably request to qualify the Securities for offering and sale under the securities laws of this Agreement such jurisdictions in the United States and Canada as the Lead Underwriters may request and in such other jurisdictions as the Company and the Closing DateLead Underwriters may mutually agree, neither and to comply with such laws so as to permit the Company, nor any continuance of its subsidiaries or other affiliates over which it exercises management or voting control, nor any person acting on their behalf will, without sales and dealings therein in such jurisdictions for as long as may be necessary to complete the prior written consent distribution of the RepresentativesSecurities; provided that, offerin connection therewith, sell, contract the Company shall not be required to sell qualify as a foreign corporation or otherwise dispose to file a general consent to service of process in any securities that are substantially similar to the Securities. (g) to pay the required Commission filing fees related to the Securities within the time period required by Rule 456(b)(1) under the Securities Act without regard to the proviso therein and otherwise in accordance with Rules 456(b) and 457(r) under the Securities Actjurisdiction; (h) to apply the net proceeds from the sale of the Securities as described in the Disclosure Package and the Prospectus under the heading “Use of Proceeds”; and (i) not Not to take, directly or indirectly, any action which is designed to stabilize or that could manipulate, or which constitutes or which might reasonably be expected to cause or result in any stabilization or manipulation manipulation, of the price of any security of the SecuritiesCompany in connection with the initial offering of the Securities (except after consultation with the Underwriters and as may be permitted by under federal securities laws); (i) To use its best efforts to cause the Securities to be accepted for clearance and settlement through the facilities of DTC; (j) To execute and deliver the Indenture in form and substance reasonably satisfactory to the Lead Underwriters; (k) To apply the net proceeds from the issuance of the Securities and the contemplated sale of the Units as set forth under "Use of Proceeds" in the Prospectus; (l) To take such steps as shall be necessary to ensure that the Company or any of its subsidiaries shall not become an "investment company" as defined, and subject to regulation, under the Investment Company Act; (m) For a period of 60 days after the date of the Prospectus not to (i) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of, directly or indirectly, any debt securities of the Company with a maturity of three years or longer or any other securities that are substantially similar to the Securities or any securities convertible into or exercisable or exchangeable for such debt securities of the Company (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of any of the Securities or such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of such debt securities of the Company or such other securities, in cash or otherwise without the prior written consent of the Lead Underwriters, which shall not be unreasonably withheld or delayed, except that the foregoing restrictions shall not apply to (i) the issuance of the Securities to be sold hereunder and (ii) the issuance of the 5.75% Junior Subordinated Deferrable Interest Debentures due 2051 in connection with the issuance of the Units.

Further Agreements of the Company. The Company agrees with the Underwritersfurther agrees: (a) to To prepare the Final Term Sheet, substantially in the form of Schedule 3 hereto and approved by the Representatives and file the Final Term Sheet pursuant to Rule 433(d) of the Securities Act within the time period prescribed by such Rule; to prepare the Prospectus, as amended or supplemented, in relation to the Securities Prospectus in a form approved by the Underwriters Underwriter and to file or cause to be filed with the Commission such Prospectus, Prospectus pursuant to Rule 424(b) under the Securities Act not later than the Commission's close of business on the second business day following the execution and delivery of this Agreement or, if applicable, such earlier time as may be required under the Securities Act, within the time period prescribed by such Rule; to make no further amendment or any supplement to the Registration Statement or to the Prospectus as amended or supplemented after the date of this Agreement and prior to the Closing Date which shall be disapproved by the Underwriters promptly after reasonable notice thereofexcept as permitted herein; to advise the Underwriters promptly of any such amendment or supplement after such Closing Date and furnish the Underwriters with copies thereof and to file promptly all reports and any definitive proxy or information statements required to be filed by the Company with the Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act for so long as the delivery of a prospectus is required in connection with the offering or sale of such Securities, and during such same period to advise the Underwriters, Underwriter promptly after it receives notice thereof, of the time when any amendment to the Registration Statement has been filed or becomes effective or any supplement to the most recent Preliminary Prospectus and the Prospectus or any amended Prospectus has been filed and to furnish the Underwriter with copies thereof; to file on a timely basis all reports and any definitive proxy or information statements required to be filed with the CommissionCommission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of the Prospectus and for so long as the delivery of a prospectus is required in connection with the offering or sale of the Shares; to advise the Underwriter, promptly after receiving notice thereof, of the issuance by the Commission of any stop order or of any order preventing or suspending the use of any prospectus relating to Prospectus Supplement or the Securities or any Issuer Free Writing Prospectus, of the suspension of the qualification of such Securities the Shares for offering or sale in any jurisdiction, of the initiation or threatening of any proceeding for any such purpose, or of any request by the Commission for the amending or supplementing of the Registration Statement, any Preliminary Prospectus, Statement or the Prospectus or any Issuer Free Writing Prospectus or for additional information; and, in the event of the issuance of any such stop order or of any such order preventing or suspending the use of any prospectus relating to Prospectus Supplement or the Securities Prospectus or suspending any such qualification, to use promptly use its best efforts to obtain the withdrawal of such order;its withdrawal. (b) To furnish promptly from time to time to take such action as the Underwriters may reasonably request to qualify the Securities for offer and sale under the securities laws of such jurisdictions as the Underwriters may reasonably request Underwriter, and to comply with such laws so as to permit counsel for the continuance of sales and dealings therein in such jurisdictions for as long as may be necessary to complete the issuance and sale Underwriter, a signed copy of the Securities; provided that in connection therewith Registration Statement as originally filed with the Company shall not be required to qualify as a foreign corporationCommission, to file a general consent to service of process in any jurisdiction or to become subject to taxation in any jurisdiction in which it is not otherwise subject;and each amendment thereto filed with the Commission, including all consents and exhibits filed therewith. (c) to furnish To deliver promptly to the Underwriters Underwriter such number of the following documents as the Underwriter shall request: (i) conformed copies of the Registration Statement, Statement as originally filed with the Commission and each amendment thereto (in each case excluding exhibits other than this Agreement), any Preliminary Prospectus, the Final Term Sheet and any other Issuer Free Writing Prospectus(ii) each Prospectus Supplement, the Prospectus and all amendments any amended or supplemented Prospectus and supplements to any of such documents (including iii) any document filed under the Exchange Act and deemed to be incorporated by reference in the Registration StatementProspectus (excluding exhibits thereto); and, if the delivery of a prospectus is required at any Preliminary Prospectus time after the Effective Time in connection with the offering or the Prospectus), in each case as soon as available and in such quantities as the Representatives may from time to time reasonably request; (d) during the period in which the Prospectus relating to the Securities (or in lieu thereof, the notice referred to in Rule 173(a) sale of the Securities Act) is required to be delivered under the Securities Act, to comply with all requirements imposed upon it by the Securities Act, as from Shares and if at such time to time in force, so far as is necessary to permit the continuance of sales of or dealings in the Securities as contemplated by the provisions of this Agreement and by the most recent Preliminary Prospectus and the Prospectus. If during such period any event occurs shall have occurred as a result of which the Disclosure Package or the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state a any material fact necessary in order to make the statements therein, in the light of the circumstances then existingunder which they were made when such Prospectus is delivered, not misleading, or or, if for any other reason it shall be necessary, in the reasonable opinion of counsel to the Underwriter during such period it is necessary same period, to amend the Registration Statement or amend or supplement the Disclosure Package Prospectus or to file under the Exchange Act any document incorporated by reference in the Prospectus or file any document in order to comply with the Securities Act or the Exchange Act, to promptly notify the Representatives Underwriter and, subject upon their request, to Section 4(a) hereof, amend file such document and to prepare and furnish without charge to the Registration Statement, amend or supplement the Disclosure Package or the Prospectus, Underwriter and to any dealer in securities as many copies as the case Underwriter may be, from time to time reasonably request of an amended or file any document (in each case, at the expense of the Company) so as to supplemented Prospectus which will correct such statement or omission or to effect such compliance, and in case the Underwriter is required to furnish without charge deliver a Prospectus in connection with sales of any of the Shares at any time nine months or more after the Effective Time, upon the request of the Underwriter and at its own expense, to each prepare and deliver to the Underwriter as many written and electronic copies of any such amendment or supplement as the Representatives Underwriter may from time reasonably request of an amended or supplemented Prospectus complying with Section 10(a)(3) of the Securities Act. (d) To file promptly with the Commission any amendment to time reasonably request;the Registration Statement or the Prospectus or any supplement to the Prospectus that may, in the reasonable judgment of the Company or the Underwriter, be required by the Securities Act or requested by the Commission. (e) Prior to make generally available filing with the Commission (i) any amendment to security-holders the Registration Statement or supplement to the Prospectus or (ii) any Prospectus pursuant to Rule 424 of the Company as Rules and Regulations, to furnish a copy thereof to the Underwriter and counsel for the Underwriter and obtain the consent of the Underwriter to the filing, which consent will not be unreasonably withheld. (f) As soon as practicablepracticable after the Effective Date, but in any event not later than eighteen months 45 days after the effective end of the Company's fiscal quarter in which the first anniversary date of the Registration Statement (as defined in Rule 158(c) under Effective Date occurs, to make generally available to the Securities Act), Company's security holders and to deliver to the Underwriter an earnings statement of the Company and its subsidiaries (which need not be audited) complying with Section 11(a) of the Securities Act and the Rules and Regulations (including, at the option of the Company, Rule 158 thereunder158);. (fg) between For a period of five years following the date of this Agreement and the Closing Effective Date, neither to furnish to the CompanyUnderwriter copies of all reports and financial statements furnished by the Company to the Commission pursuant to the Exchange Act or any rule or regulation of the Commission thereunder. (h) Prior to any public offering of the Shares, nor the Company will cooperate with the Underwriter and counsel to the Underwriter in connection with the registration or qualification of the Shares for offer and sale under the securities or Blue Sky laws of such jurisdictions as the Underwriter may request including, without limitation, other jurisdictions outside of the United States; provided, however, that in no event shall the Company be obligated to qualify to do business in any jurisdiction where it is not now so qualified or to take any action which would subject it to general service of process in any jurisdiction where it is not now so subject. (i) The Company will not, and will cause each of its subsidiaries or other affiliates over which it exercises management or voting controlexecutive officers to enter into agreements with the Underwriter in the form set forth on Schedule IV to the effect that they will not, nor any person acting on their behalf willfor a period of 90 days after ----------- the commencement of the public offering of the Shares, without the prior written consent of the Representatives, offerUnderwriter, sell, contract to sell or otherwise dispose of any securities that are substantially similar Common Shares or rights to acquire Common Shares (other than in the case of the Company pursuant to employee and director option and restricted share plans, the Company's dividend reinvestment plan, the acquisition of units of Colonial Realty Limited Partnership presented for redemption, and in exchange for property acquired from third-parties and pursuant to the Securitiesexercise by the Underwriter of the Option, or in the case of an individual, the pledge of Common Shares as collateral for any loan from an institutional lender, provided the loan-to-value ratio does not exceed 50%). (gj) to pay the required Commission filing fees related to the Securities within the time period required by Rule 456(b)(1) under the Securities Act without regard to the proviso therein and otherwise in accordance with Rules 456(b) and 457(r) under the Securities Act; (h) to To apply the net proceeds from the offering and sale of the Securities as described Shares to be sold by the Company in the Disclosure Package and manner set forth in the Prospectus under the heading “caption "Use of Proceeds”; and." (ik) To take such steps as shall be necessary to ensure that, after giving effect to the issuance of the Shares and the application of the proceeds therefrom, neither the Company nor or any of its subsidiaries shall become an "investment company" or an entity "controlled" by an "investment company" as such terms are defined under the Investment Company Act of 1940 and the rules and regulations of the Commission thereunder. (l) The Company will not to takeat any time, directly or indirectly, take any action designed to intended, or that could which might reasonably be expected expected, to cause or result in any in, or which will constitute, stabilization or manipulation of the price of the SecuritiesCommon Shares to facilitate the sale or resale of any of the Shares. (m) The Company will continue to elect to qualify as a "real estate investment trust" under the Code, and will use its best efforts to continue to meet the requirements to qualify as a "real estate investment trust."

Further Agreements of the Company. The Company agrees with the Underwritersagrees: (a) to To prepare the Final Term SheetRule 462(b) Registration Statement, substantially in the form of Schedule 3 hereto and approved by the Representatives and file the Final Term Sheet pursuant to Rule 433(d) of the Securities Act within the time period prescribed by such Rule; to prepare the Prospectusif necessary, as amended or supplemented, in relation to the Securities in a form approved by the Underwriters Representatives and to file or cause to be filed such Rule 462(b) Registration Statement with the Commission on the date hereof; to prepare the Prospectus in a form approved by the Representatives and to file such Prospectus, Prospectus pursuant to Rule 424(b) under the Securities Act not later than Commission's close of business on the second business day following the execution and delivery of this Agreement or, if applicable, such earlier time as may be required by Rule 430A(a)(3) under the Securities Act, within the time period prescribed by such Rule; to make no further amendment or any supplement to the Registration Statement Statements or Prospectus as amended or supplemented after the date of this Agreement and prior to the Closing Date which shall be disapproved by the Underwriters promptly after reasonable notice thereofProspectus except as permitted herein; to advise the Underwriters promptly of any such amendment or supplement after such Closing Date and furnish the Underwriters with copies thereof and to file promptly all reports and any definitive proxy or information statements required to be filed by the Company with the Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act for so long as the delivery of a prospectus is required in connection with the offering or sale of such Securities, and during such same period to advise the UnderwritersRepresentatives, promptly after it receives notice thereof, of the time when any amendment to the Registration Statement Statements has been filed or becomes effective or any supplement to the most recent Preliminary Prospectus and the Prospectus or any amended Prospectus has been filed and to furnish the Representatives with copies thereof; to advise the CommissionRepresentatives, promptly after it receives notice thereof, of the issuance by the Commission of any stop order or of any order preventing or suspending the use of any prospectus relating to Preliminary Prospectus or the Securities or any Issuer Free Writing Prospectus, of the suspension of the qualification of such Securities the Stock for offering or sale in any jurisdiction, of the initiation or threatening of any proceeding for any such purpose, or of any request by the Commission for the amending or supplementing of the Registration Statement, any Preliminary Prospectus, Statements or the Prospectus or any Issuer Free Writing Prospectus or for additional information; and, in the event of the issuance of any such stop order or of any such order preventing or suspending the use of any prospectus relating to Preliminary Prospectus or the Securities Prospectus or suspending any such qualification, to use promptly use its best efforts to obtain the withdrawal of such orderits withdrawal; (b) To furnish promptly to each of the Representatives and to counsel for the Underwriters a signed copy of the Registration Statements as originally filed with the Commission, and each amendment thereto filed with the Commission, including all consents and exhibits filed therewith; (c) To deliver promptly to the Representatives such number of the following documents as the Representatives shall reasonably request: (i) conformed copies of the Registration Statements as originally filed with the Commission and each amendment thereto (in each case excluding exhibits other than this Agreement and the computation of per share earnings) and (ii) each Preliminary Prospectus, the Prospectus and any amended or supplemented Prospectus; and, if the delivery of a prospectus is required at any time after the Effective Time of the Primary Registration Statement in connection with the offering or sale of the Stock or any other securities relating thereto and if at such time any events shall have occurred as a result of which the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made when such Prospectus is delivered, not misleading, or, if for any other reason it shall be necessary to amend or supplement the Prospectus in order to comply with the Securities Act, to notify the Representatives and, upon their request, to prepare and furnish without charge to each Underwriter and to any dealer in securities as many copies as the Representatives may from time to time reasonably request of an amended or supplemented Prospectus which will correct such statement or omission or effect such compliance. (d) To file promptly with the Commission any amendment to the Registration Statements or the Prospectus or any supplement to the Prospectus that may, in the judgment of the Company or the Representatives, be required by the Securities Act or requested by the Commission; (e) Prior to filing with the Commission any amendment to the Registration Statements or supplement to the Prospectus or any Prospectus pursuant to Rule 424 of the Rules and Regulations, to furnish a copy thereof to the Representatives and counsel for the Underwriters and obtain the consent of the Representatives to the filing; (f) As soon as practicable after the Effective Date of the Primary Registration Statement (but in no event later than 18 months after the Effective Date), to make generally available to the Company's security holders and to deliver to the Representatives an earnings statement of the Company (which need not be audited) complying with Section 11(a) of the Securities Act and the Rules and Regulations (including, at the option of the Company, Rule 158); (g) For a period of five years following the Effective Date of the Primary Registration Statement, to furnish to the Representatives copies of all materials furnished by the Company to its shareholders and all public reports and all reports and financial statements furnished by the Company to the principal national securities exchange upon which the Common Stock may be listed pursuant to requirements of or agreements with such exchange or to the Commission pursuant to the Exchange Act or any rule or regulation of the Commission thereunder; (h) Promptly from time to time to take such action as the Underwriters Representatives may reasonably request to qualify the Securities Stock for offer offering and sale under the securities laws of such jurisdictions (domestic and foreign) as the Underwriters Representatives may reasonably request and to comply with such laws so as to permit the continuance of sales and dealings therein in such jurisdictions for as long as may be necessary to complete the issuance and sale distribution of the SecuritiesStock; provided that in connection therewith the Company shall not be required to qualify as a foreign corporation, corporation or to file a general consent to service of process in any jurisdiction or to become subject to taxation in any jurisdiction in which it is not otherwise subjectjurisdiction; (ci) For a period of 180 days from the date of the Prospectus, not to, directly or indirectly, (1) offer for sale, sell, pledge or otherwise dispose of (or enter into any transaction or device which is designed to, or could be expected to, result in the disposition by any person at any time in the future of) any shares of Common Stock or securities convertible into or exchangeable for Common Stock (other than the Stock and shares issued pursuant to employee benefit plans, qualified stock option plans or other employee compensation plans existing on the date hereof or pursuant to currently outstanding options, warrants or rights), or sell or grant options, rights or warrants with respect to any shares of Common Stock or securities convertible into or exchangeable for Common Stock (other than the grant of options pursuant to option plans existing on the date hereof), or (2) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of such shares of Common Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or other securities, in cash or otherwise, in each case without the prior written consent of Xxxxxx Brothers Inc.; and to cause each officer and director of the Company to furnish to the Underwriters Representatives, prior to the First Delivery Date, a letter or letters, in form and substance satisfactory to counsel for the Underwriters, pursuant to which each such number person shall agree not to, directly or indirectly, (1) offer for sale, sell, pledge or otherwise dispose of conformed copies (or enter into any transaction or device which is designed to, or could be expected to, result in the disposition by any person at any time in the future of) any shares of Common Stock or securities convertible into or exchangeable for Common Stock or (2) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the Registration Statement, as originally filed and each amendment thereto (excluding exhibits other than this Agreement), any Preliminary Prospectus, the Final Term Sheet and any other Issuer Free Writing Prospectus, the Prospectus and all amendments and supplements to any economic benefits or risks of ownership of such documents shares of Common Stock, whether any such transaction described in clause (including any document filed under the Exchange Act and deemed 1) or (2) above is to be incorporated settled by reference delivery of Common Stock or other securities, in the Registration Statement, any Preliminary Prospectus cash or the Prospectus)otherwise, in each case as soon as available and in such quantities as for a period of 180 days from the Representatives may from time to time reasonably request; (d) during the period in which the Prospectus relating to the Securities (or in lieu thereof, the notice referred to in Rule 173(a) of the Securities Act) is required to be delivered under the Securities Act, to comply with all requirements imposed upon it by the Securities Act, as from time to time in force, so far as is necessary to permit the continuance of sales of or dealings in the Securities as contemplated by the provisions of this Agreement and by the most recent Preliminary Prospectus and the Prospectus. If during such period any event occurs as a result of which the Disclosure Package or the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances then existing, not misleading, or if during such period it is necessary to amend the Registration Statement or amend or supplement the Disclosure Package or the Prospectus or file any document to comply with the Securities Act, to promptly notify the Representatives and, subject to Section 4(a) hereof, amend the Registration Statement, amend or supplement the Disclosure Package or the Prospectus, as the case may be, or file any document (in each case, at the expense of the Company) so as to correct such statement or omission or to effect such compliance, and to furnish without charge to each Underwriter as many written and electronic copies of any such amendment or supplement as the Representatives may from time to time reasonably request; (e) to make generally available to security-holders of the Company as soon as practicable, but in any event not later than eighteen months after the effective date of the Registration Statement (as defined in Rule 158(c) under the Securities Act), an earnings statement of the Company and its subsidiaries (which need not be audited) complying with Section 11(a) of the Securities Act (including, at the option of the Company, Rule 158 thereunder); (f) between the date of this Agreement and the Closing Date, neither the Company, nor any of its subsidiaries or other affiliates over which it exercises management or voting control, nor any person acting on their behalf willProspectus, without the prior written consent of Xxxxxx Brothers Inc., provided, however, that this Section 5(i) shall not apply to shares of Common Stock or securities convertible into or exchangeable for Common Stock issued by the RepresentativesCompany pursuant to one or more mergers, offer, sell, contract to sell acquisitions or otherwise dispose similar transactions as long as the aggregate number of any securities that are shares issued in such transactions does not exceed ten percent (10%) of the total shares outstanding immediately following the closing of the sale of the 6,000,000 shares hereunder; and as long as all recipients of such shares shall have signed a lock-up agreement substantially similar to the Securitiesagreement being entered into by the officers and directors of the Company pursuant to this Section 5(i). (gj) to pay the required Commission filing fees related Prior to the Securities within Effective Date of the time period required by Rule 456(b)(1) under Primary Registration Statement, to apply for the Securities Act without regard inclusion of the Stock on the National Market System and to use its best efforts to complete that listing, subject only to official notice of issuance and evidence of satisfactory distribution, prior to the proviso therein and otherwise in accordance with Rules 456(b) and 457(r) under the Securities ActFirst Delivery Date; (hk) to To apply the net proceeds from the sale of the Securities Stock being sold by the Company as described set forth in the Disclosure Package and the Prospectus under the heading “Use of Proceeds”Prospectus; and (il) To take such steps as shall be necessary to ensure that the Company shall not to take, directly or indirectly, any action designed to or that could reasonably be expected to cause or result in any stabilization or manipulation become an "investment company" within the meaning of such term under the Investment Company Act of 1940 and the rules and regulations of the price of the SecuritiesCommission thereunder.

Further Agreements of the Company. The Company agrees with the Underwritersagrees: (a) to To prepare the Final Term Sheet, substantially in the form of Schedule 3 hereto and approved by the Representatives and file the Final Term Sheet pursuant to Rule 433(d) of the Securities Act within the time period prescribed by such Rule; to prepare the Prospectus, as amended or supplemented, in relation to the Securities Prospectus in a form approved by the Underwriters Representatives and to file or cause to be filed with the Commission such Prospectus, Prospectus pursuant to Rule 424(b) under the Securities ActAct not later than 10:00 A.M., within New York City time, on the time period prescribed by such Ruleday following the execution and delivery of this Agreement; to make no further amendment or any supplement to the Registration Statement or Prospectus as amended or supplemented after the date of this Agreement and prior to the Closing Date which shall be disapproved by the Underwriters promptly after reasonable notice thereofProspectus except as permitted herein; to advise the Underwriters promptly of any such amendment or supplement after such Closing Date and furnish the Underwriters with copies thereof and to file promptly all reports and any definitive proxy or information statements required to be filed by the Company with the Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act for so long as the delivery of a prospectus is required in connection with the offering or sale of such Securities, and during such same period to advise the UnderwritersRepresentatives, promptly after it receives notice thereof, of the time when any amendment to the Registration Statement has been filed or becomes effective or any supplement to the most recent Preliminary Prospectus and the Prospectus or any amended Prospectus has been filed and to furnish the Representatives with copies thereof; to advise the CommissionRepresentatives, promptly after it receives notice thereof, of the issuance by the Commission of any stop order or of any order preventing or suspending the use of any prospectus relating to Preliminary Prospectus or the Securities or any Issuer Free Writing Prospectus, of the suspension of the qualification of such Securities the Series B Preferred Stock for offering or sale in any jurisdiction, of 7 the initiation or threatening of any proceeding for any such purpose, or of any request by the Commission for the amending or supplementing of the Registration Statement, any Preliminary Prospectus, Statement or the Prospectus or any Issuer Free Writing Prospectus or for additional information; and, in the event of the issuance of any such stop order or of any such order preventing or suspending the use of any prospectus relating to Preliminary Prospectus or the Securities Prospectus or suspending any such qualification, to use promptly use its best efforts to obtain the withdrawal of such orderits withdrawal; (b) To furnish promptly to the Representatives and to counsel for the Underwriters a signed copy of the Registration Statement as originally filed with the Commission, and each amendment thereto filed with the Commission, including all consents and exhibits filed therewith; (c) To make prompt delivery to the Representatives in New York City (which delivery if requested by the Representatives shall be in electronic form in addition to hard copy) such number of the following documents as the Underwriter shall request: (i) conformed copies of the Registration Statement as originally filed with the Commission and each amendment thereto (in each case excluding exhibits other than this Agreement and the computation of per share earnings) and (ii) each Preliminary Prospectus, the Prospectus (not later than 10:00 A.M., New York City time, of the day following the execution and delivery of this Agreement) and any amended or supplemented Prospectus (not later than 10:00 A.M., New York City time, on the day following the date of such amendment or supplement); and, if the delivery of a prospectus is required at any time after the Effective Time of the Registration Statement in connection with the offering or sale of the Series B Preferred Stock and if at such time any event shall have occurred as a result of which the Prospectus as then amended or supplemented would include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made when such Prospectus is delivered, not misleading, or, if for any other reason it shall be necessary to amend or supplement the Prospectus in order to comply with the Securities Act, to notify the Representatives and, upon its request, to prepare and furnish without charge to each Underwriter and to any dealer in securities as many copies as the Representatives may from time to time request of an amended or supplemented Prospectus which will correct such statement or omission or effect such compliance; (d) To file promptly with the Commission any amendment to the Registration Statement or the Prospectus or any supplement to the Prospectus that may, in the judgment of the Company or the Underwriter, be required by the Securities Act or requested by the Commission; (e) Prior to filing with the Commission (i) any amendment to either of the Registration Statement or supplement to the Prospectus or (ii) any Prospectus pursuant to Rule 424 of the Rules and Regulations, to furnish a copy thereof to the Representatives and counsel for the Underwriters and obtain the consent of the Representatives to any such filing; 8 (f) As soon as practicable after the Effective Date of the Registration Statement, to make generally available to the Company's security holders and to deliver to the Representatives an earnings statement of the Company (which need not be audited) complying with Section 11(a) of the Securities Act and the Rules and Regulations (including, at the option of the Company, Rule 158); (g) For a period of three years following the Effective Date of the Registration Statement, to furnish to the Representatives (i) copies of all materials furnished by the Company to its shareholders and all public reports and all reports and financial statements furnished by the Company to the Commission pursuant to the Exchange Act or any rule or regulation of the Commission thereunder, and (ii) such other information as the Underwriters may reasonably request regarding the Company; (h) Promptly from time to time to take such action as the Underwriters Representatives may reasonably request to qualify the Securities Series B Preferred Stock for offer offering and sale under the securities laws of such jurisdictions as the Underwriters Representatives may reasonably request and to comply with such laws so as to permit the continuance of sales and dealings therein in such jurisdictions for as long as may be necessary to complete the issuance and sale distribution of the SecuritiesSeries B Preferred Stock; provided that in connection therewith the Company shall not be required to qualify as a foreign corporation, to corporation or file a general consent to service of process in any jurisdiction or to become subject to taxation in any jurisdiction in which it is not otherwise subjectjurisdiction; (ci) for a period of 180 days from the date of the Prospectus, not to 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, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock, Series A Convertible Preferred Stock, par value $0.001 per share ("Series A Preferred Stock"), or Series B Preferred Stock or any securities convertible into or exercisable or exchangeable for Series B Preferred Stock, Series A Preferred Stock or Common Stock (other than shares issued pursuant to stock option plans and warrants existing on the date hereof, as described in the Prospectus) without the prior written consent of the Representative; and to cause each officer and director and five percent (5 %) stockholder of the Company to furnish to the Underwriters Representatives, prior to the Delivery Date, a letter or letters, in form and substance satisfactory to counsel for the Underwriters, pursuant to which each such number person shall agree not to (x) 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, or otherwise transfer or dispose of, directly or indirectly, any shares of conformed copies of Series B Preferred Stock, Series A Convertible Preferred Stock, or Common Stock or any securities convertible into or exercisable or exchangeable for Series B Preferred Stock, Series A Preferred Stock or Common Stock (other than shares issued pursuant to stock option plans and warrants existing on the Registration Statementdate hereof, as originally filed and each amendment thereto (excluding exhibits other than this Agreement), any Preliminary described in the Prospectus, the Final Term Sheet and any other Issuer Free Writing Prospectus, the Prospectus and all amendments and supplements to any of such documents (including any document filed under the Exchange Act and ) which may be deemed to be incorporated beneficially owned by reference such persons in accordance with the Registration Statement, any Preliminary Prospectus or the Prospectus), in each case as soon as available rules and in such quantities as the Representatives may from time to time reasonably request; (d) during the period in which the Prospectus relating to the Securities (or in lieu thereof, the notice referred to in Rule 173(a) regulations of the Securities Actand Exchange Commission) or (y) enter into any swap or other arrangement that transfers all or a portion of the economic consequences associated with the ownership of any Series B Preferred Stock, Series A Preferred Stock or Common Stock (regardless of whether any of the transactions described in clause (x) or (y) is required to be delivered under the Securities Act, to comply with all requirements imposed upon it settled by the Securities Actdelivery of Common Stock, as from time to time in forceSeries A Preferred Stock or Series B Preferred 9 Stock, so far as is necessary to permit the continuance of sales of or dealings in the Securities as contemplated by the provisions of this Agreement and by the most recent Preliminary Prospectus and the Prospectus. If during such period any event occurs as a result of which the Disclosure Package or the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state a material fact necessary to make the statements thereinother securities, in cash or otherwise), for a period of 30 days following the light expiration or early termination of the circumstances then existing, not misleading, or if during such period it is necessary to amend the Registration Statement or amend or supplement the Disclosure Package or the Prospectus or file any document to comply with the Securities Act, to promptly notify the Representatives and, subject to Section 4(a) hereof, amend the Registration Statement, amend or supplement the Disclosure Package or the Prospectus, as the case may be, or file any document (in each case, at the expense of the Company) so as to correct such statement or omission or to effect such compliance, and to furnish without charge to each Underwriter as many written and electronic copies of any such amendment or supplement as the Representatives may from time to time reasonably request; (e) to make generally available to security-holders of the Company as soon as practicable, but in any event not later than eighteen months after the effective date of the Registration Statement Restricted Period (as defined in Rule 158(c) under the Securities ActCertificate of Designation for the Stock), an earnings statement of the Company and its subsidiaries (which need not be audited) complying with Section 11(a) of the Securities Act (including, at the option of the Company, Rule 158 thereunder); (f) between the date of this Agreement and the Closing Date, neither the Company, nor any of its subsidiaries or other affiliates over which it exercises management or voting control, nor any person acting on their behalf will, without the prior written consent of the Representatives, offerprovided that this Section 5(i) shall not apply to recipients of: (i) gifts, sell(ii) transfers or dispositions to a spouse, contract to sell direct lineal relative (including adopted descendants) or otherwise dispose the spouse of a direct lineal relative, and (iii) transfers or dispositions by will or by the laws of decent and distribution (collectively, the "Permitted Transferees") of shares of Series B Preferred Stock, Series A Convertible Preferred Stock, or Common Stock or any securities that are substantially similar convertible into or exercisable or exchangeable for Series B Preferred Stock, Series A Preferred Stock or Common Stock, if the Permitted Transferees each shall have furnished to the Securities. Underwriter a letter, in form and substance satisfactory to counsel for the Underwriters, whereby the Permitted Transferee agrees to comply with the terms and provisions of (g) to pay the required Commission filing fees related to the Securities within the time period required by Rule 456(b)(1) under the Securities Act without regard to the proviso therein and otherwise in accordance with Rules 456(bx) and 457(r(y) under the Securities Actabove; (hj) to To apply the net proceeds from the sale of the Securities Stock being sold by the Company as described set forth in the Disclosure Package and Prospectus; (k) To take such steps as shall be necessary to ensure that the Prospectus Company thereof shall not become an "investment company" or an entity "controlled" by an "investment company" within the meaning of such terms under the heading “Use of Proceeds”1940 Act; and (il) not Not to take, directly or indirectly, any action designed waive its right to or that could reasonably be expected terminate the Restricted Period pursuant to cause or result in any stabilization or manipulation clause (iv) of the price definition thereof in the Certificate of Designation for the Series B Preferred Stock without the consent of the SecuritiesUnderwriter.

Further Agreements of the Company. The Company agrees with the UnderwritersPlacement Agents: (a) to prepare the Final Term Sheet, substantially in the form of Schedule 3 hereto and approved by the Representatives and file the Final Term Sheet pursuant to Rule 433(d(i) of the Securities Act within the time period prescribed by such Rule; to prepare the Prospectus, as amended or supplemented, in relation to the Securities in a form approved by the Underwriters and to file or cause to be filed with the Commission such Prospectus, pursuant to Rule 424(b) under the Securities Act, within the time period prescribed by such Rule; to To make no further amendment or any supplement prior to the Closing Date to the Registration Statement or Prospectus as amended or supplemented after the date of this Agreement and prior to the Closing Date Final Prospectus, which shall be reasonably disapproved by the Underwriters Placement Agents in good faith promptly after reasonable notice thereof; (ii) for so long as the delivery of a prospectus is required in connection with the offering or sale of the Stock, to advise the Underwriters Placement Agents promptly after it receives notice thereof, of the time when any such amendment to the Registration Statement has been filed or becomes effective or any supplement after such Closing Date to the Final Prospectus or any amended Final Prospectus has been filed and to furnish the Underwriters Placement Agents with copies thereof and thereof; (iii) to use its best commercially practicable efforts to file promptly all reports and any definitive proxy or information statements required to be filed by the Company with the Commission pursuant to Sections Section 13(a), 13(c), 14 15 or 15(d) of the Exchange Act subsequent to the date of the Final Prospectus and for so long as the delivery of a prospectus is required in connection with the offering or sale of such Securities, and during such same period the Stock; (iv) to advise the UnderwritersPlacement Agents, promptly after it receives notice notices thereof, (x) of any request by the time when any amendment Commission to amend the Registration Statement has been filed or any to amend or supplement to the most recent Preliminary Prospectus and the Final Prospectus or any amended Prospectus has been filed with the Commission, for additional information relating thereto and (y) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of any post-effective amendment thereto or any order directed at any Incorporated Document or any amendment or supplement thereto or any order preventing or suspending the use of any prospectus relating to the Securities Preliminary Prospectus or the Final Prospectus or any Issuer Free Writing Prospectusamendment or supplement thereto, of the suspension of the qualification of such Securities the Stock for offering or sale in any jurisdiction, of the initiation institution or threatening of any proceeding for any such purpose, or of any request by the Commission for the amending or supplementing of the Registration Statement, any Preliminary Prospectus, the Prospectus Statement or any Issuer Free Writing Final Prospectus or for additional informationinformation relating thereto; and, (v) in the event of the issuance of any such stop order or of any such order preventing or suspending the use of any prospectus relating to the Securities Preliminary Prospectus or Final Prospectus or suspending any such qualification, promptly to promptly use its best commercially practicable efforts to obtain the withdrawal of such order;. (b) promptly from time to time to take such action as the Underwriters may reasonably request to qualify To comply with the Securities for offer Act and sale under the securities laws of such jurisdictions as Exchange Act, and the Underwriters may reasonably request rules and to comply with such laws regulations thereunder, so as to permit the continuance of sales and dealings therein in such jurisdictions for as long as may be necessary to complete the issuance and sale completion of the Securities; provided that in connection therewith the Company shall not be required to qualify as a foreign corporation, to file a general consent to service of process in any jurisdiction or to become subject to taxation in any jurisdiction in which it is not otherwise subject; (c) to furnish to the Underwriters such number of conformed copies distribution of the Registration Statement, Stock as originally filed contemplated in the Transaction Documents and each amendment thereto (excluding exhibits other than this Agreement), any Preliminary Prospectus, the Final Term Sheet and any other Issuer Free Writing Prospectus, the Prospectus and all amendments and supplements to any of such documents (including any document filed under the Exchange Act and deemed to be incorporated by reference in the Registration Statement, any Preliminary Prospectus or the Prospectus), in each case as soon as available and in such quantities as the Representatives may from time to time reasonably request; (d) . If during the period in which the Prospectus relating to the Securities (or in lieu thereof, the notice referred to in Rule 173(a) of the Securities Act) a prospectus is required by law to be delivered under by a Placement Agent or a dealer in connection with the Securities Act, to comply with all requirements imposed upon it by the Securities Act, as from time to time in force, so far as is necessary to permit the continuance distribution of sales of or dealings in the Securities as Stock contemplated by the provisions of this Agreement and by the most recent Preliminary Prospectus and the Final Prospectus. If during such period , any event occurs shall occur as a result of which which, in the Disclosure Package judgment of the Company or in the reasonable opinion of the Placement Agents, it becomes necessary to amend or supplement the Final Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances then existingexisting at the time the Final Prospectus is delivered to a purchaser, not misleading, or or, if during such period it is necessary at any time to amend or supplement the Final Prospectus to comply with any law, the Company promptly will prepare and file with the Commission, and furnish at its own expense to the Placement Agents and to such dealers, an appropriate amendment to the Registration Statement or amend supplement to the Final Prospectus so that the Final Prospectus as so amended or supplemented will not, in the light of the circumstances when it is so delivered, be misleading, or so that the Final Prospectus will comply with such law. Before amending the Registration Statement or supplementing the Preliminary Prospectus in connection with the Offering, the Company will furnish the Placement Agents with a copy of such proposed amendment or supplement the Disclosure Package or the Prospectus or and will not file any document to comply with the Securities Act, to promptly notify the Representatives and, subject to Section 4(a) hereof, amend the Registration Statement, amend or supplement the Disclosure Package or the Prospectus, as the case may be, or file any document (in each case, at the expense of the Company) so as to correct such statement or omission or to effect such compliance, and to furnish without charge to each Underwriter as many written and electronic copies of any such amendment or supplement to which the Placement Agents reasonably object. (c) To furnish promptly to the Placement Agents and to counsel for the Placement Agents, upon request, a copy of the Registration Statement as originally filed with the Commission, and each amendment thereto filed with the Commission, including all consents and exhibits filed therewith. (d) To deliver promptly to the Placement Agents such number of the following documents as the Representatives may from time to time Placement Agents shall reasonably request;: (i) conformed copies of the Registration Statement as originally filed with the Commission and each amendment thereto (in each case excluding exhibits), (ii) the Preliminary Prospectus, (iii) the Final Prospectus (not later than 10:00 A.M., New York time, on the second Business Day following the execution and delivery of this Agreement) and any amendment or supplement thereto (not later than 10:00 A.M., New York City time, on the Business Day following the date of such amendment or supplement); and (iv) any document incorporated by reference in the Preliminary Prospectus or Final Prospectus. The Company will pay the expenses of printing or other production of all documents relating to the Offering. (e) to To make generally available to security-holders of the Company its stockholders as soon as practicable, but in any event not later than eighteen months after the effective date of the Registration Statement (as defined in Rule 158(c) under the Securities Act), an earnings statement of the Company and its subsidiaries (which need not be audited) complying with Section 11(a) of the Securities Act and the Rules and Regulations (including, at the option of the Company, Rule 158 thereunder158);. (f) between To promptly take from time to time such actions as the Placement Agents may reasonably request to qualify the Stock for offering and sale under the securities, or blue sky, laws of such jurisdictions as the Placement Agents may designate and to continue such qualifications in effect for so long as required for the distribution of the Stock and will pay the fee, if any, of the National Association of Securities Dealers, Inc. (“NASD”) in connection with its review of the Offering. The Company shall not be obligated to qualify as a foreign corporation in any jurisdiction in which it is not so qualified, to submit to taxation in any jurisdiction or to file a general consent to service of process in any jurisdiction. (g) Not to directly or indirectly offer, sell, assign, transfer, pledge, contract to sell, or otherwise dispose of any shares of Common Stock or securities convertible into or exercisable or exchangeable for Common Stock for a period of 90 days from the date of this Agreement the Final Prospectus without the prior written consent of the Lead Placement Agent, which consent shall not be unreasonably withheld, other than (i) the Company’s sale of the Stock hereunder, (ii) the exchange of approximately $22.3 million of the Company’s convertible promissory notes (and any subsequent conversion of such notes for shares of Common Stock) in exchange for outstanding promissory notes of Genesoft and the Closing Dateissuance of shares of Common Stock to the holders of the Genesoft notes in payment of interest and related amounts on such notes, neither all as contemplated by the Note Amendment and Exchange Agreement among the Company, nor Genesoft and the holders of the Genesoft notes dated as of November 17, 2003, (iii) the issuance of shares of Common Stock and assumption of options and warrants of Genesoft contemplated by the Merger Agreement, (iv) the issuance of shares or options to purchase shares pursuant to qualified stock option plans or currently outstanding Company or Genesoft options, warrants or rights, and (v) securities issued in connection with acquisition, licensing, collaboration or similar strategic arrangements; provided, however, that before issuing any such shares, the Company shall obtain from such proposed transferee an agreement to be bound by a letter substantially in the form of its subsidiaries Exhibit D, pursuant to which such proposed transferee shall agree not to directly or other affiliates over which it exercises management indirectly offer, sell, assign, transfer, pledge, contract to sell, or voting control, nor otherwise dispose of any person acting on their behalf willshares of Common Stock or securities convertible into or exercisable or exchangeable for Common Stock for a period of 90 days from the date of the Final Prospectus, without the prior written consent of the RepresentativesLead Placement Agent. The Company and Genesoft will cause each of its executive officers, directors and stockholders listed on Exhibit C hereto to furnish to the Lead Placement Agent, prior to the Closing Date, a letter, substantially in the form of Exhibit D hereto, pursuant to which each such person shall agree not to directly or indirectly offer, sell, assign, transfer, pledge, contract to sell sell, or otherwise dispose of any shares of Common Stock or securities that are substantially similar to convertible into or exercisable or exchangeable for Common Stock for a period of 90 days from the Securitiesdate of the Final Prospectus, without the prior written consent of the Lead Placement Agent. (g) to pay the required Commission filing fees related to the Securities within the time period required by Rule 456(b)(1) under the Securities Act without regard to the proviso therein and otherwise in accordance with Rules 456(b) and 457(r) under the Securities Act; (h) Prior to the Closing Date, not to issue any press release or other communication directly or indirectly or hold any press conference with respect to the Company, its condition, financial or otherwise, or earnings, business affairs or business prospects (except for routine oral marketing communications in the ordinary course of business and consistent with the past practices of the Company and of which the Placement Agents are notified), without the prior written consent of the Lead Placement Agent, unless in the judgment of the Company and its counsel, and after notification to the Lead Placement Agent, such press release or communication is required by law. (i) To apply the net proceeds from the sale of the Securities Stock as described set forth in the Disclosure Package and the Final Prospectus under the heading “Use of Proceeds”; and. (ij) not To engage and maintain, at its expense, a registrar and transfer agent for the Stock for twelve months after the date hereof. (k) For ninety days following the date hereof to takesupply the Placement Agents with copies of all correspondence to and from, directly or indirectlyand all documents issued to and by, any action designed to or that could reasonably be expected to cause or result the Commission in any stabilization or manipulation connection with the registration of the price of Stock under the SecuritiesSecurities Act. (l) To take from time to time such actions as required to permit the Stock to continue to be listed and authorized for trading on the Nasdaq Stock Market for twelve months after the date hereof.

Further Agreements of the Company. The Company agrees with the Underwriterseach Underwriter: (a) to To prepare the Final Term Sheet, substantially in the form of Schedule 3 hereto and approved by the Representatives and file the Final Term Sheet pursuant to Rule 433(d) of the Securities Act within the time period prescribed by such Rule; to prepare the Prospectus, as amended or supplemented, in relation to the Securities Prospectus in a form approved by the Underwriters Representative and to file or cause to be filed with the Commission such Prospectus, Prospectus pursuant to Rule 424(b) under the Securities Act not later than the Commission's close of business on the second business day following the execution and delivery of this Agreement or, if applicable, such earlier time as may be required by Rule 430A(a)(3) under the Securities Act, within the time period prescribed by such Rule; to make no further amendment or any supplement to the Registration Statement or to the Prospectus as amended or supplemented after the date of this Agreement and prior to the Closing First Delivery Date which shall be disapproved by the Underwriters promptly after reasonable notice thereofexcept as permitted herein; to advise the Underwriters Representative, promptly after it receives notice thereof, of the time when any such amendment to the Registration Statement has been filed or becomes effective or any supplement after such Closing Date to the Prospectus or any amended Prospectus has been filed and to furnish the Underwriters Representative with copies thereof and thereof; to file promptly all reports and any definitive proxy or information statements required to be filed by the Company with the Commission pursuant to Sections Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of the Prospectus and for so long as the delivery of a prospectus is required in connection with the offering or sale of such Securities, and during such same period the Stock; to advise the UnderwritersRepresentative, promptly after it receives notice thereof, of the time when any amendment to the Registration Statement has been filed or any supplement to the most recent Preliminary Prospectus and the Prospectus or any amended Prospectus has been filed with the Commission, of the issuance by the Commission of any stop order or of any order preventing or suspending the use of any prospectus relating to Preliminary Prospectus or the Securities or any Issuer Free Writing Prospectus, of the suspension of the qualification of such Securities the Stock for offering or sale in any jurisdiction, of the initiation or threatening of any proceeding for any such purpose, or of any request by the Commission for the amending or supplementing of the Registration Statement, any Preliminary Prospectus, Statement or the Prospectus or any Issuer Free Writing Prospectus or for additional information; and, in the event of the issuance of any such stop order or of any such order preventing or suspending the use of any prospectus relating to Preliminary Prospectus or the Securities Prospectus or suspending any such qualification, to use promptly use its reasonable best efforts to obtain the withdrawal of such orderits withdrawal; (b) To furnish promptly to the Representative and to counsel for the Underwriters a signed copy of the Registration Statement as originally filed with the Commission, and each amendment thereto filed with the Commission, including all consents and exhibits filed therewith; (c) To deliver promptly to each Underwriter such number of the following documents as such Underwriter shall reasonably request: (i) conformed copies of the Registration Statement as originally filed with the Commission and each amendment thereto (in each case excluding exhibits other than this Agreement and the computation of the ratio of earnings to fixed charges and the computation of per share earnings) and, (ii) each Preliminary Prospectus, the Prospectus and any amended or supplemented Prospectus and (iii) any document incorporated by reference in the Prospectus (excluding exhibits thereto); and, if the delivery of a prospectus is required at any time after the Effective Time in connection with the offering or sale of the Stock or any other securities relating thereto and if at such time any events shall have occurred as a result of which the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made when such Prospectus is delivered, not misleading, or, if for any other reason it shall be necessary to amend or supplement the Prospectus or to file under the Exchange Act any document incorporated by reference in the Prospectus in order to comply with the Securities Act or the Exchange Act, to notify the Representative and, upon the Representative's request, to file such document and to prepare and furnish without charge to each Underwriter and to any dealer in securities as many copies as the Representative may from time to time reasonably request of an amended or supplemented Prospectus which will correct such statement or omission or effect such compliance. (d) To file promptly with the Commission any amendment to the Registration Statement or the Prospectus or any supplement to the Prospectus that may, in the reasonable judgment of the Company or the Representative, be required by the Securities Act or requested by the Commission; (e) Beginning on the date of this Agreement and at any time during which delivery of a prospectus is required in connection with the offering or sale of the Stock by any Underwriter, prior to filing with the Commission any amendment to the Registration Statement or supplement to the Prospectus, any document incorporated by reference in the Prospectus or any Prospectus pursuant to Rule 424 of the Rules and Regulations, to furnish a copy thereof to the Representative and counsel for the Underwriters and not make any such filing to which the Representative reasonably objects based upon the Representative's reasonable belief that such filing would include an untrue statement of a material fact or would omit to state any material fact necessary in order to make the statements therein not misleading; (f) As soon as practicable after the Effective Date, to make generally available to the Company's security holders and to deliver to the Representative an earnings statement of the Company (which need not be audited) complying with Section 11(a) of the Securities Act and the Rules and Regulations (including, at the option of the Company, Rule 158); (g) For a period of five years following the Effective Date, to furnish to the Representative copies of all materials furnished by the Company to its stockholders and all public reports and all reports and financial statements furnished by the Company to the principal national securities exchange upon which the Common Stock may be listed pursuant to requirements of or agreements with such exchange or to the Commission pursuant to the Exchange Act or any rule or regulation of the Commission thereunder (it being understood that materials filed with the Commission and available on the Commission's Web site shall be deemed to have been furnished to the Representative); (h) Promptly from time to time to take such action as the Underwriters Representative may reasonably request to qualify the Securities Stock for offer offering and sale under the securities laws of such jurisdictions as the Underwriters Representative may reasonably request and to comply with such laws so as to permit the continuance of sales and dealings therein in such jurisdictions for as long as may be necessary to complete the issuance and sale distribution of the Securities; provided that in connection therewith the Company shall not be required to qualify as a foreign corporation, to file a general consent to service of process in any jurisdiction or to become subject to taxation in any jurisdiction in which it is not otherwise subjectStock; (cA) to furnish to For a period of 90 days from the Underwriters such number of conformed copies date of the Registration StatementProspectus, as originally filed and each amendment thereto not to, directly or indirectly, (excluding exhibits 1) offer for sale, sell, pledge or otherwise dispose of (or enter into any transaction or device which is designed to, or could be expected to, result in the disposition by any person at any time in the future of) any shares of Common Stock or securities convertible into or exchangeable for Common Stock (other than this Agreementthe Stock and shares issued pursuant to employee benefit plans, qualified stock option plans or other employee compensation plans existing on the date hereof or pursuant to currently outstanding options, warrants or rights), any Preliminary Prospectusor sell or grant options, the Final Term Sheet and any other Issuer Free Writing Prospectus, the Prospectus and all amendments and supplements rights or warrants with respect to any shares of Common Stock or securities convertible into or exchangeable for Common Stock (other than the grant of options pursuant to option plans existing on the date hereof), or (2) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of such documents shares of Common Stock, whether any such transaction described in clause (including any document filed under the Exchange Act and deemed 1) or (2) above is to be incorporated settled by reference delivery of Common Stock or other securities, in the Registration Statement, any Preliminary Prospectus cash or the Prospectus)otherwise, in each case as soon as available without the prior written consent of the Representative; and (B) to cause each of Xxxxxxxxxxx X. Xxxxx, Xxxxxx Xxxxxxxxx, Xxxx Xxxxxxxxx, Xxxxxxx X. Xxxx, and Xxxxxx Xxxxx to furnish to each Underwriter, prior to the First Delivery Date, a letter, in form and substance satisfactory to counsel for the Underwriters, pursuant to which such quantities as person shall agree not to, directly or indirectly, (1) offer for sale, sell or otherwise dispose of (or enter into any transaction or device which is designed to, or could be expected to, result in the Representatives may from disposition by any person at any time in the future of) any shares of Common Stock or (2) enter into any swap or other derivatives transaction that transfers to time reasonably request; another, in whole or in part, any of the economic benefits or risks of ownership of such shares of Common Stock, whether any such transaction described in clause (d1) or (2) above is to be settled by delivery of Common Stock or other securities, in cash or otherwise, in each case during the period in which beginning on the Prospectus relating to the Securities (or in lieu thereof, the notice referred to in Rule 173(a) of the Securities Act) is required to be delivered under the Securities Act, to comply with all requirements imposed upon it by the Securities Act, as from time to time in force, so far as is necessary to permit the continuance of sales of or dealings in the Securities as contemplated by the provisions of this Agreement and by the most recent Preliminary Prospectus and the Prospectus. If during such period any event occurs as a result of which the Disclosure Package or the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances then existing, not misleading, or if during such period it is necessary to amend the Registration Statement or amend or supplement the Disclosure Package or the Prospectus or file any document to comply with the Securities Act, to promptly notify the Representatives and, subject to Section 4(a) hereof, amend the Registration Statement, amend or supplement the Disclosure Package or the Prospectus, as the case may be, or file any document (in each case, at the expense of the Company) so as to correct such statement or omission or to effect such compliance, and to furnish without charge to each Underwriter as many written and electronic copies of any such amendment or supplement as the Representatives may from time to time reasonably request; (e) to make generally available to security-holders of the Company as soon as practicable, but in any event not later than eighteen months after the effective date of the Registration Statement (as defined in Rule 158(c) under Prospectus and ending at the Securities Act), an earnings statement close of business on the Business Day immediately following the date on which the Company publicly announces its financial results for the second quarter of the Company and its subsidiaries (which need not be audited) complying with Section 11(a) of the Securities Act (including, at the option of the Company, Rule 158 thereunder); (f) between the date of this Agreement and the Closing Date, neither the Company, nor any of its subsidiaries or other affiliates over which it exercises management or voting control, nor any person acting on their behalf willcurrent fiscal year, without the prior written consent of the Representatives, offer, sell, contract to sell or otherwise dispose of any securities that are substantially similar Representative; (j) Prior to the Securities. First Delivery Date, to notify the NASDAQ National Market System (g"Nasdaq") to pay of the required Commission filing fees related to prospective issuance of the Securities within the time period required by Rule 456(b)(1) under the Securities Act without regard to the proviso therein and otherwise Stock in accordance with Rules 456(bNasdaq's listing requirements; (k) and 457(rIf the Company elects or has elected to rely on Rule 462(b) under the Securities Act;, to file a Rule 462(b) Registration Statement with the Commission in compliance with Rule 462(b) by 6:00 p.m., eastern time, on the date of this Agreement, and at the time of filing to either pay to the Commission the filing fee for the Rule 462(b) Registration Statement or give irrevocable instructions for the payment of such fee pursuant to Rule 111(b) under the Securities Act. (hl) to To apply the net proceeds from the sale of the Securities Stock being sold by the Company as described set forth in the Disclosure Package and the Prospectus under the heading “Use of Proceeds”Prospectus; and (im) To take such steps as shall be necessary to ensure that the Company shall not to takebecome an "investment company" within the meaning of such term under the Investment Company Act of 1940, directly or indirectlyas amended, any action designed to or that could reasonably be expected to cause or result in any stabilization or manipulation and the rules and regulations of the price of the SecuritiesCommission thereunder.

Further Agreements of the Company. The Company agrees with the Underwritersagrees: (a) to To prepare the Final Term Sheet, substantially in the form of Schedule 3 hereto and approved by the Representatives and file the Final Term Sheet pursuant to Rule 433(d) of the Securities Act within the time period prescribed by such Rule; to prepare the Prospectus, as amended or supplemented, in relation to the Securities Prospectus in a form approved by the Underwriters Underwriter and to file or cause to be filed with the Commission such Prospectus, Prospectus pursuant to Rule 424(b) under the Securities Act, within Act not later than the time period prescribed by such RuleCommission's close of business on the second business day following the execution and delivery of this Agreement; prior to make no further making any amendment or any supplement to the Registration Statement or Prospectus as amended or supplemented after the date of this Agreement and prior to the Closing Date Prospectus other than by filing documents under the Exchange Act which shall be disapproved are incorporated by reference therein, to furnish a copy thereof to the Underwriters promptly after reasonable notice thereof; Underwriter and counsel to advise the Underwriters promptly of Underwriter and not to effect any such amendment or supplement to which the Underwriter shall reasonably object by notice to the Company after a reasonable period to review, which shall not in any case be longer than three business days after receipt of such Closing Date copy; prior to the termination of the offering of Securities as determined by the Underwriter, not to file any document that would be deemed to be incorporated by reference in the final Prospectus pursuant to Item 12 of Form S-3 without delivering to the Underwriter a copy of the document proposed to be so filed, such delivery to be made at least twenty-four hours prior to such filing, and to consult with the Underwriter as to any comments which the Underwriter makes in a timely manner with respect to the document so delivered; to advise the Underwriter, promptly after it receives notice thereof, of the time when any amendment to the Registration Statement has been filed or becomes effective or any supplement to the Prospectus or any amended Prospectus has been filed and to furnish the Underwriters Underwriter with copies thereof and thereof; to file promptly all reports and any definitive proxy or information statements required to be filed by the Company with the Commission pursuant to Sections Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of the Prospectus and for so long as the delivery of a prospectus is required in connection with the offering or sale of such the Securities, and during such same period ; to advise the UnderwritersUnderwriter, promptly after it receives notice thereof, of the time when any amendment to the Registration Statement has been filed or any supplement to the most recent Preliminary Prospectus and the Prospectus or any amended Prospectus has been filed with the Commission, of the issuance by the Commission of any stop order or of any order preventing or suspending the use of any prospectus relating to Preliminary Prospectus or the Securities or any Issuer Free Writing Prospectus, of the suspension of the qualification of such the Securities for offering or sale in any jurisdiction, of the initiation or threatening of any proceeding for any such purpose, or of any request by the Commission for the amending or supplementing of the Registration Statement, any Preliminary Prospectus, Statement or the Prospectus or any Issuer Free Writing Prospectus or for additional information; and, in the event of the issuance of any such stop order or of any such order preventing or suspending the use of any prospectus relating to Preliminary Prospectus or the Securities Prospectus or suspending any such qualification, to use promptly use its best efforts to obtain the withdrawal of such orderits withdrawal; (b) To furnish promptly from time to time to take such action as the Underwriters may reasonably request to qualify the Securities for offer and sale under the securities laws of such jurisdictions as the Underwriters may reasonably request Underwriter and to comply with such laws so as counsel to permit the continuance Underwriter, upon the request of sales and dealings therein in such jurisdictions for as long as may be necessary to complete the issuance and sale either, a signed copy of the Securities; provided that in connection therewith Registration Statement as originally filed with the Company shall not be required to qualify as a foreign corporationCommission, to file a general consent to service of process in any jurisdiction or to become subject to taxation in any jurisdiction in which it is not otherwise subjectand each amendment thereto filed with the Commission, including all consents and exhibits filed therewith; (c) to furnish To deliver promptly to the Underwriters Underwriter such number of the following documents as the Underwriter shall reasonably request: (i) conformed copies of the Registration Statement, Statement as originally filed with the Commission and each amendment thereto (excluding exhibits other than this Agreementexhibits), any (ii) each Preliminary Prospectus, the Final Term Sheet and any other Issuer Free Writing Prospectus, the Prospectus and all amendments any amended or supplemented Prospectus and supplements to (iii) any of such documents (including any document filed under the Exchange Act and deemed to be incorporated by reference in the Registration StatementProspectus (excluding exhibits thereto) and, if the delivery of a prospectus is required at any Preliminary Prospectus time after the Effective Time in connection with the offering or the Prospectus), in each case as soon as available and in such quantities as the Representatives may from time to time reasonably request; (d) during the period in which the Prospectus relating to the Securities (or in lieu thereof, the notice referred to in Rule 173(a) sale of the Securities Act) is required to be delivered under the Securities Act, to comply with all requirements imposed upon it by the Securities Act, as from or any other securities relating thereto and if at such time to time in force, so far as is necessary to permit the continuance of sales of or dealings in the Securities as contemplated by the provisions of this Agreement and by the most recent Preliminary Prospectus and the Prospectus. If during such period any event occurs events shall have occurred as a result of which the Disclosure Package or the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state a any material fact necessary in order to make the statements therein, in the light of the circumstances then existingunder which they were made when such Prospectus is delivered, not misleading, or or, if during such period for any other reason it is shall be necessary to amend the Registration Statement or amend or supplement the Disclosure Package Prospectus or to file under the Exchange Act any document incorporated by reference in the Prospectus or file any document in order to comply with the Securities Act, to promptly notify the Representatives Underwriter and, subject upon their request, to Section 4(a) hereof, amend file such documents and to prepare and furnish without charge to the Registration Statement, amend or supplement the Disclosure Package or the Prospectus, Underwriter and to any dealer in securities as many copies as the case Underwriter may be, from time to time reasonably request of an amended or file any document (in each case, at the expense of the Company) so as to supplemented Prospectus which will correct such statement or omission or to effect such compliance; (d) To file promptly with the Commission any amendment to the Registration Statement or the Prospectus or any supplement to the Prospectus that may, and to furnish without charge to each Underwriter as many written and electronic copies in the reasonable judgment of any such amendment the Company or supplement as the Representatives may from time to time reasonably requestreasonable judgment of the Underwriter, be required by the Securities Act or is requested by the Commission; (e) As soon as practicable after the Effective Date, to make generally available to security-the Company's security holders of and to deliver to the Company as soon as practicable, but in any event not later than eighteen months after the effective date of the Registration Statement (as defined in Rule 158(c) under the Securities Act), Underwriter an earnings statement of the Company and its subsidiaries (which need not be audited) complying with Section 11(a) of the Securities Act (including, at the option of the Company, Rule 158 thereunderof the Securities Act); (f) between Promptly from time to time, to take such action as the date of this Agreement Underwriter may reasonably request to qualify the Securities and the Conversion Shares for offering and sale under the securities laws of such jurisdictions as the Underwriter may request and to comply with such laws so as to permit the continuance of sales and dealings therein in such jurisdictions for as long as may be necessary to complete the distribution of the Securities; (g) For a period of five years following the First Closing Date, neither to furnish to the Underwriter copies of all materials furnished by the Company to its shareholders and all public reports and all reports and financial statements furnished by the Company to the principal national securities exchange upon which the Common Stock may be listed pursuant to requirements of or agreements with such exchange or to the Commission pursuant to the Exchange Act; PROVIDED, HOWEVER, that the Company shall not be required to provide the Underwriter with any such reports or similar forms that have been filed with the Commission by electronic transmission pursuant to EDGAR; (h) For a period of 90 days from the daxx xxreof, not to, directly or indirectly, (1) announce an offering of, or file any registration statement with the Commission relating to, debt or equity securities of the Company (other than the offering contemplated by this Agreement), offer for sale, sell, pledge or otherwise dispose of (or enter into any transaction or device which is designed to, or could be expected to, result in the disposition or purchase by any person at any time in the future of) any debt or equity securities of the Company (other than the Securities), any securities convertible into or exchangeable for Common Stock or substantially similar securities (other than the Securities, the Conversion Shares and Common Stock to be issued in the ordinary course under the Company's employee benefit plans, qualified stock option plans or other employee compensation plans existing on the date hereof or pursuant to currently outstanding options, warrants or rights) or debt securities of the Company or sell or grant options, warrants or rights with respect to any shares of Common Stock or securities convertible into or exchangeable for Common Stock (other than the grant of options, warrants or rights pursuant to option plans existing on the date hereof) or debt securities of the Company or (2) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of such shares of Common Stock or debt securities of the Company, nor whether any such transaction described in clause (1) or (2) above is to be settled by delivery of its subsidiaries Common Stock or other affiliates over which it exercises management securities, in cash or voting control, nor any person acting on their behalf willotherwise, without the prior written consent of the Representatives, offer, sell, contract to sell or otherwise dispose of any securities that are substantially similar to the Securities. (g) to pay the required Commission filing fees related to the Securities within the time period required by Rule 456(b)(1) under the Securities Act without regard to the proviso therein and otherwise in accordance with Rules 456(b) and 457(r) under the Securities ActUnderwriter; (h) to apply the net proceeds from the sale of the Securities as described in the Disclosure Package and the Prospectus under the heading “Use of Proceeds”; and (i) not Not to take, directly or indirectly, any action which is designed to stabilize or that could manipulate, or which constitutes or which might reasonably be expected to cause or result in any stabilization or manipulation manipulation, of the price of any security of the Company in connection with the offering of the Securities; (j) To use its best efforts to cause the Securities to be accepted for clearance and settlement through the facilities of DTC; (k) To apply the net proceeds from the issuance of the Securities as set forth under the caption "Use of Proceeds" in the Prospectus; (l) To take such steps as shall be necessary to ensure that neither the Company nor any of its subsidiaries shall become an "investment company" within the meaning of such term under the Investment Company Act; and (m) Except as otherwise expressly permitted by its articles of incorporation or by-laws, to continue to conduct its operations in a manner that will meet the requirements to qualify as a REIT under the Internal Revenue Code.

Further Agreements of the Company. The Company agrees with the Underwriters: (a) to prepare the Final Term Sheet, substantially in the form of Schedule 3 hereto and approved by the Representatives and file the Final Term Sheet pursuant to Rule 433(d) of the Securities Act within the time period prescribed by such Rule; to prepare the Prospectus, as amended or supplemented, in relation to the Securities in a form approved by the Underwriters and to file or cause to be filed with the Commission such Prospectus, pursuant to Rule 424(b) under the Securities Act, within the time period prescribed by such Rule; to make no further amendment or any supplement to the Registration Statement or Prospectus as amended or supplemented after the date of this Agreement and prior to the Closing Date which shall be disapproved by the Underwriters promptly after reasonable notice thereof; to advise the Underwriters promptly of any such amendment or supplement after such Closing Date and furnish the Underwriters with copies thereof and to file promptly all reports and any definitive proxy or information statements required to be filed by the Company with the Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act for so long as the delivery of a prospectus is required in connection with the offering or sale of such Securities, and during such same period to advise the Underwriters, promptly after it receives notice thereof, of the time when any amendment to the Registration Statement has been filed or any supplement to the most recent Preliminary Prospectus and the Prospectus or any amended Prospectus has been filed with the Commission, of the issuance by the Commission of any stop order or of any order preventing or suspending the use of any prospectus relating to the Securities or any Issuer Free Writing Prospectus, of the suspension of the qualification of such Securities for offering or sale in any jurisdiction, of the initiation or threatening of any proceeding for any such purpose, or of any request by the Commission for the amending or supplementing of the Registration Statement, any Preliminary Prospectus, the Prospectus or any Issuer Free Writing Prospectus or for additional information; and, in the event of the issuance of any such stop order or of any such order preventing or suspending the use of any prospectus relating to the Securities or suspending any such qualification, to promptly use its best efforts to obtain the withdrawal of such order; (b) promptly from time to time to take such action as the Underwriters may reasonably request to qualify the Securities for offer and sale under the securities laws of such jurisdictions as the Underwriters may reasonably request and to comply with such laws so as to permit the continuance of sales and dealings therein in such jurisdictions for as long as may be necessary to complete the issuance and sale of the Securities; , provided that in connection therewith the Company shall not be required to qualify as a foreign corporation, to file a general consent to service of process in any jurisdiction or to become subject to taxation in any jurisdiction in which it is not otherwise subject; (c) to furnish to the Underwriters such number of conformed copies of the Registration Statement, as originally filed and each amendment thereto (excluding exhibits other than this Agreement), any Preliminary Prospectus, the Final Term Sheet and any other Issuer Free Writing Prospectus, the Prospectus and all amendments and supplements to any of such documents (including any document filed under the Exchange Act and deemed to be incorporated by reference in the Registration Statement, any Preliminary Prospectus or the Prospectus), in each case as soon as available and in such quantities as the Representatives may from time to time reasonably request; (d) during the period in which the Prospectus relating to the Securities (or in lieu thereof, the notice referred to in Rule 173(a) of the Securities Act) is required to be delivered under the Securities Act, to comply with all requirements imposed upon it by the Securities Act, as from time to time in force, so far as is necessary to permit the continuance of sales of or dealings in the Securities as contemplated by the provisions of this Agreement and by the most recent Preliminary Prospectus and the Prospectus. If during such period any event occurs as a result of which the Disclosure Package or the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances then existing, not misleading, or if during such period it is necessary to amend the Registration Statement or amend or supplement the Disclosure Package or the Prospectus or file any document to comply with the Securities Act, to promptly notify the Representatives and, subject to Section 4(a) hereof, amend the Registration Statement, amend or supplement the Disclosure Package or the Prospectus, as the case may be, or file any document (in each case, at the expense of the Company) so as to correct such statement or omission or to effect such compliance, and to furnish without charge to each Underwriter as many written and electronic copies of any such amendment or supplement as the Representatives may from time to time reasonably request; (e) to make generally available to security-holders of the Company as soon as practicable, but in any event not later than eighteen months after the effective date of the Registration Statement (as defined in Rule 158(c) under the Securities Act), an earnings statement of the Company and its subsidiaries (which need not be audited) complying with Section 11(a) of the Securities Act (including, at the option of the Company, Rule 158 thereunder); (f) between for a period of 30 days after the date of this Agreement and the Closing DateAgreement, neither the Company, nor any of its subsidiaries or other affiliates over which it exercises management or voting control, nor any person acting on their behalf will, without the prior written consent of the Representatives, offer, sell, contract to sell or otherwise dispose of any securities that are substantially similar to the Securities. (g) to pay the required Commission filing fees related to the Securities within the time period required by Rule 456(b)(1) under the Securities Act without regard to the proviso therein and otherwise in accordance with Rules 456(b) and 457(r) under the Securities Act; (h) to apply the net proceeds from the sale of the Securities as described in the Disclosure Package and the Prospectus under the heading “Use of Proceeds”; and (i) not to take, directly or indirectly, any action designed to or that could reasonably be expected to cause or result in any stabilization or manipulation of the price of the Securities.

Further Agreements of the Company. The Company agrees with Company, the UnderwritersLLC and the Trust agree, jointly and severally agree to use their reasonable best efforts: (a) to To prepare the Final Term SheetRegistration Statement, substantially in the form of Schedule 3 hereto and approved by the Representatives and file the Final Term Sheet pursuant to Rule 433(d) of the Securities Act within the time period prescribed by such Rule; to prepare Preliminary Prospectus or the Prospectus, as amended or supplementedif none is required, a remarketing memorandum, including any preliminary remarketing memorandum, in relation to the Securities each case, in a form approved by the Underwriters Remarketing Agent, in connection with the Remarketing, and to file or cause to be filed with the Commission any such Prospectus, Prospectus pursuant to Rule 424(b) under the Securities Act within the period required by the Securities Act, within the time period prescribed by such Rule; to make no further amendment or any supplement to the Registration Statement Statement, the Preliminary Prospectus, Prospectus or Prospectus as amended or supplemented after the date of this Agreement and prior to the Closing Date Remarketing Materials which shall be reasonably disapproved by the Underwriters Remarketing Agent promptly after reasonable notice thereof; to advise the Underwriters Remarketing Agent, promptly after any of them receives notice thereof, of the time when any such amendment to the Registration Statement has been filed or becomes effective or any supplement after such Closing Date to the Preliminary Prospectus or the Prospectus or any amended Prospectus has been filed (except for periodic filings with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act) and to furnish the Underwriters Remarketing Agent with copies thereof and thereof; to file promptly within the time periods prescribed by the Exchange Act all reports and any definitive proxy or information statements required to be filed by the Company with the Commission pursuant to Sections Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of the Prospectus and for so long as the delivery of a prospectus is required in connection with the offering or sale of such Remarketed Trust Preferred Securities, and during such same period ; to advise the UnderwritersRemarketing Agent, promptly after it receives notice thereof, of the time when any amendment to the Registration Statement has been filed or any supplement to the most recent Preliminary Prospectus and the Prospectus or any amended Prospectus has been filed with the Commission, of the issuance by the Commission of any stop order or of any order preventing or suspending the use of any prospectus relating to the Securities or any Issuer Free Writing Prospectus, of the suspension of the qualification of such the Remarketed Trust Preferred Securities for offering or sale in any jurisdiction, of the initiation or threatening of any proceeding for any such purpose, or of any request by the Commission for the amending or supplementing of the Registration Statement, any the Preliminary Prospectus, the Prospectus or any Issuer Free Writing Prospectus the Remarketing Materials or for additional information; and, in the event of the issuance of any such stop order or of any such order preventing or suspending the use of any prospectus relating to Preliminary Prospectus or any Prospectus or the Securities Remarketing Materials or suspending any such qualification, to use promptly use its best efforts to obtain the withdrawal of such order;. (b) To furnish promptly from time to time to take such action as the Underwriters may reasonably request to qualify Remarketing Agent and counsel for the Securities for offer and sale under the securities laws of such jurisdictions as the Underwriters may reasonably request and to comply with such laws so as to permit the continuance of sales and dealings therein in such jurisdictions for as long as may be necessary to complete the issuance and sale Remarketing Agent a conformed copy of the Securities; provided that in connection therewith Registration Statement as originally filed with the Company shall not be required to qualify as a foreign corporationCommission, to file a general consent to service of process in any jurisdiction or to become subject to taxation in any jurisdiction in which it is not otherwise subject;and each amendment thereto filed with the Commission, including all consents and exhibits filed therewith. (c) Prior to furnish 10:00 a.m., New York City time, on the Business Day (as defined in the Purchase Contract Agreement) next succeeding the date of this Agreement and from time to time, to deliver promptly to the Underwriters Remarketing Agent in New York City such number of the following documents as the Remarketing Agent shall reasonably request: (i) conformed copies of the Registration Statement, Statement as originally filed with the Commission and each amendment thereto (in each case excluding exhibits other than this Agreement, the Trust Agreement, the Purchase Contract Agreement and the Indenture), any (ii) the Preliminary Prospectus, the Final Term Sheet and any other Issuer Free Writing Prospectus, the Prospectus and all amendments and supplements to any of such documents amended or supplemented Preliminary Prospectus or Prospectus, (including iii) any document filed under the Exchange Act and deemed to be incorporated by reference in the Registration StatementPreliminary Prospectus, any Preliminary Prospectus or the Prospectus), in each case as soon as available and in such quantities as the Representatives may from time to time reasonably request; (d) during the period in which the Prospectus relating to the Securities (or in lieu thereof, the notice referred to in Rule 173(a) of the Securities Act) is required to be delivered under the Securities Act, to comply with all requirements imposed upon it by the Securities Act, as from time to time in force, so far as is necessary to permit the continuance of sales of or dealings in the Securities as contemplated by the provisions of this Agreement and by the most recent Preliminary Prospectus and the Prospectus. If during Remarketing Materials (excluding exhibits thereto) and (iv) any Remarketing Materials; and, if the delivery of a prospectus is required at any time in connection with the Remarketing and if at such period time any event occurs shall have occurred as a result of which the Disclosure Package Preliminary Prospectus or Prospectus or the Prospectus Remarketing Materials as then amended or supplemented would include an any untrue statement of a material fact or omit to state a any material fact necessary in order to make the statements therein, in the light of the circumstances then existingunder which they were made, not misleading, or if for any other reason it shall be necessary during such same period it is necessary to amend the Registration Statement or amend or supplement the Disclosure Package Preliminary Prospectus, Prospectus or Remarketing Materials or to file under the Exchange Act any document incorporated by reference in the Prospectus or file any document in order to comply with the Securities Act or the Exchange Act, to promptly notify the Representatives Remarketing Agent and, subject upon its request, to Section 4(a) hereof, amend file such document and to prepare and furnish without charge to the Registration Statement, amend or supplement the Disclosure Package or the Prospectus, Remarketing Agent and to any dealer in Securities as many copies as the case Remarketing Agent may be, from time to time reasonably request of an amended or file any document (in each case, at the expense of the Company) so as to supplemented Prospectus which will correct such statement or omission or to effect such compliance. (d) To file promptly with the Commission any amendment to the Registration Statement, and the Preliminary Prospectus, or the Prospectus or any supplement to the Preliminary Prospectus or Prospectus that may, in the reasonable judgment of the Company or the Remarketing Agent, be required by the Securities Act or requested by the Commission. (e) Prior to filing with the Commission (i) any amendment to the Registration Statement or supplement to the Preliminary Prospectus or Prospectus or any document incorporated by reference in the Prospectus or (ii) any Preliminary Prospectus or Prospectus pursuant to Rule 424 of the Securities Act, to furnish without charge a copy thereof to each Underwriter as many written the Remarketing Agent and electronic copies of counsel for the Remarketing Agent; and not to file any such amendment or supplement as until each of the Representatives may from time Remarketing Agent and counsel for the Remarketing Agent shall have had an opportunity to time reasonably request;review and comment on such amendment or supplement; provided, however, that the foregoing statements in this Section 4(e) shall not apply to periodic filings with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act. (ef) to To make generally available to security-holders securityholders of the Company and of the Trust and to deliver to the Remarketing Agent, as soon as practicable, but in any event not later than eighteen months after the effective date of the Registration Statement (as defined in Rule 158(c) under the Securities Act), an earnings statement of the Company and its subsidiaries (which need not be audited) complying with Section 11(a) of the Securities Act (including, at the option of the Company, Rule 158 thereunderunder the Securities Act);. (fg) between Promptly from time to time to take such action as the date of this Agreement Remarketing Agent may reasonably request to qualify the Remarketed Trust Preferred Securities and the Closing Dateobligations of the Company under the Notes and the Guarantee for offering and sale under the securities laws of such jurisdictions as the Remarketing Agent may reasonably request and to comply with such laws so as to permit the continuance of sales and dealings therein in such jurisdictions for as long as may be necessary to complete the distribution of the Trust Preferred Securities; provided that in connection therewith, neither the Company, the LLC nor any the Trust shall be required to qualify as a foreign corporation or to file a general consent to service of its subsidiaries or other affiliates over which it exercises management or voting control, nor any person acting on their behalf will, without the prior written consent of the Representatives, offer, sell, contract to sell or otherwise dispose of any securities that are substantially similar to the Securities. (g) to pay the required Commission filing fees related to the Securities within the time period required by Rule 456(b)(1) under the Securities Act without regard to the proviso therein and otherwise in accordance with Rules 456(b) and 457(r) under the Securities Act; (h) to apply the net proceeds from the sale of the Securities as described in the Disclosure Package and the Prospectus under the heading “Use of Proceeds”; and (i) not to take, directly or indirectly, any action designed to or that could reasonably be expected to cause or result process in any stabilization or manipulation of the price of the Securitiesjurisdiction.

Further Agreements of the Company. The Company agrees with the Underwritersseveral Underwriters that: (a) to The Company will prepare the Final Term Sheet, substantially in the form of Schedule 3 hereto and approved by the Representatives and file the Final Term Sheet pursuant to Rule 433(d) of the Securities Act within the time period prescribed by such Rule; to prepare the Prospectus, as amended or supplemented, in relation to the Securities Prospectus in a form approved by the Underwriters and to file or cause to be filed with the Commission such Prospectus, Prospectus pursuant to Rule 424(b) under the Securities Act, within Act not later than the time period prescribed by such Rulesecond business day following the execution and delivery of this Agreement; to make no further amendment or any supplement to the Registration Statement or to the Prospectus as amended or supplemented after the date of this Agreement and prior to the Closing Date to which shall be disapproved by the Underwriters promptly after reasonable shall reasonably object by notice thereof; to advise the Underwriters promptly of any such amendment or supplement after such Closing Date and furnish the Underwriters with copies thereof and to file promptly all reports and any definitive proxy or information statements required to be filed by the Company with the Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act for so long as the delivery of after a prospectus is required in connection with the offering or sale of such Securities, and during such same reasonable period to review; advise the Underwriters, promptly after it receives notice thereof, of the time when any amendment to the Registration Statement has been filed or becomes effective or any supplement to the most recent Preliminary Prospectus and the Prospectus or any amended Prospectus has been filed and to furnish the Underwriters with copies thereof; file promptly all reports and any definitive proxy or information statements required to be filed by the Company with the CommissionCommission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of the Prospectus and for so long as the delivery of a prospectus is required in connection with the offering or sale of the Stock; advise the Underwriters, promptly after it receives notice thereof, of the issuance by the Commission of any stop order or of any order preventing or suspending the use of any prospectus relating to the Securities or any Issuer Free Writing Prospectus, of the suspension of the qualification of such Securities the Stock for offering or sale in any jurisdiction, of the initiation or threatening of any proceeding for any such purpose, or of any request by the Commission for the amending or supplementing of the Registration Statement, any Preliminary Prospectus, Statement or the Prospectus or any Issuer Free Writing Prospectus or for additional information; and, in the event of the issuance of any such stop order or of any such order preventing or suspending the use of any prospectus relating to the Securities Prospectus or suspending any such qualification, to use promptly use its best efforts to obtain the withdrawal of such order;its withdrawal. (b) promptly from If at any time to time to take such action as the Underwriters may reasonably request to qualify the Securities for offer and sale under the securities laws of such jurisdictions as the Underwriters may reasonably request and to comply with such laws so as to permit the continuance of sales and dealings therein in such jurisdictions for as long as may be necessary to complete the issuance and sale of the Securities; provided that in connection therewith the Company shall not be required to qualify as a foreign corporation, to file a general consent to service of process in any jurisdiction or to become subject to taxation in any jurisdiction in which it is not otherwise subject; (c) to furnish prior to the Underwriters such number expiration of conformed copies three months after the effective date of the Registration Statement, as originally filed and each amendment thereto (excluding exhibits other than this Agreement), any Preliminary Prospectus, the Final Term Sheet and any other Issuer Free Writing Prospectus, the Prospectus and all amendments and supplements to any of such documents (including any document filed under the Exchange Act and deemed to be incorporated by reference in the Registration Statement, any Preliminary Prospectus or the Prospectus), in each case as soon as available and in such quantities as the Representatives may from time to time reasonably request; (d) during the period in which the Prospectus Statement when a prospectus relating to the Securities (or in lieu thereof, the notice referred to in Rule 173(a) of the Securities Act) Stock is required to be delivered under the Securities Act, to comply with all requirements imposed upon it by the Securities Act, as from time to time in force, so far as is necessary to permit the continuance of sales of or dealings in the Securities as contemplated by the provisions of this Agreement and by the most recent Preliminary Prospectus and the Prospectus. If during such period any event occurs as a result of which the Disclosure Package or the Prospectus as then amended or supplemented would include an any untrue statement of a material fact fact, or omit to state a any material fact necessary to make the statements therein, in the light of the circumstances then existingunder which they were made, not misleading, or if during such period it is necessary at any time to amend the Registration Statement Prospectus or amend or supplement to file under the Disclosure Package or Exchange Act any document incorporated by reference in the Prospectus or file any document to comply with the Securities Act or the Exchange Act, to the Company will promptly notify the Representatives and, subject Underwriters thereof and upon their request will prepare an amended or supplemented Prospectus or make an appropriate filing pursuant to Section 4(a) hereof, amend the Registration Statement, amend 13 or supplement the Disclosure Package or the Prospectus, as the case may be, or file any document (in each case, at the expense 14 of the Company) so as to Exchange Act which will correct such statement or omission or to effect such compliance, and to . The Company will furnish without charge to each Underwriter and to any dealer in securities as many written and electronic copies of any such amendment or supplement as the Representatives Underwriters may from time to time reasonably request of such amended or supplemented Prospectus; and in case any Underwriter is required to deliver a prospectus relating to the Stock three months or more after the effective date of the Registration Statement, the Company upon the request of the Underwriters and at the expense of such Underwriter will prepare promptly an amended or supplemented Prospectus as may be necessary to permit compliance with the requirements of Section 10(a)(3) of the Securities Act. (c) To furnish promptly to the Underwriters and to counsel for the Underwriters a signed copy of the Registration Statement as originally filed with the Commission, and each amendment thereto filed with the Commission, including all consents and exhibits filed therewith. (d) To deliver promptly to the Underwriters in New York City such number of the following documents as the Underwriters shall reasonably request;: (i) conformed copies of the Registration Statement as originally filed with the Commission and each amendment thereto (in each case excluding exhibits), (ii) the Prospectus (not later than 5:00 P.M., New York time, on the business day following the execution and delivery of this Agreement) and any amended or supplemented Prospectus (not later than 10:00 A.M., New York City time, on the business day following the date of such amendment or supplement) and (iii) any document incorporated by reference in the Prospectus (excluding exhibits thereto). (e) to To make generally available to security-holders of the Company its shareholders as soon as practicable, but in any event not later than eighteen months after the effective date of the Registration Statement (as defined in Rule 158(c) under the Securities Act), an earnings statement of the Company and its subsidiaries (which need not be audited) complying with Section 11(a) of the Securities Act and the Rules and Regulations (including, at the option of the Company, Rule 158 thereunder158);. (f) between The Company will promptly take from time to time such actions as the Underwriters may reasonably request to qualify the Stock for offering and sale under the securities or Blue Sky laws of such jurisdictions as the Underwriters may designate and to continue such qualifications in effect for so long as required for the distribution of the Stock; provided that the Company and its subsidiaries shall not be obligated to qualify as foreign corporations in any jurisdiction in which they are not so qualified or to file a general consent to service of process in any jurisdiction; (g) During the period of two years from the date hereof, the Company will deliver to the Underwriters (i) as soon as they are available, copies of all reports or other communications furnished to shareholders and (i) as soon as they are available, copies of any reports and financial statements furnished or filed with the Commission pursuant to the Exchange Act or any national securities exchange or automatic quotation system on which the Stock is listed or quoted. (h) The Company will not directly or indirectly offer, sell, assign, transfer, pledge, contract to sell, or otherwise dispose of any shares of Common Stock or securities convertible into or exercisable or exchangeable for Common Stock, or enter into any derivative transaction with similar effect as a sale of such Common Stock, for a period of 90 days from the date of this Agreement the Prospectus without the prior written consent of RBC Dominion other than the Company's sale of the Stock hereunder and the issuance of shares pursuant to employee benefit plans, qualified stock option plans or other employee compensation plans existing on the date hereof or pursuant to currently outstanding options, warrants or rights. (i) The Company will supply the Underwriters with copies of all correspondence to and from, and all documents issued to and by, the Commission in connection with the registration of the Stock under the Securities Act. (j) Prior to the Closing Date, neither the Company will not issue any press release or other communication directly or indirectly or hold any press conference with respect to the Company, nor any its condition, financial or other, or earnings, business affairs or business prospects (except for routine oral marketing communications in the ordinary course of its subsidiaries or other affiliates over business and consistent with the past practices of the Company and of which it exercises management or voting control, nor any person acting on their behalf willthe Underwriters are notified), without the prior written consent of the RepresentativesUnderwriters, offerunless in the judgment of the Company and its counsel, sell, contract to sell or otherwise dispose of any securities that are substantially similar and after notification to the SecuritiesUnderwriters, such press release or communication is required by law. (gk) In connection with the offering of the Stock, until RBC Dominion shall have notified the Company of the completion of the resale of the Stock, the Company will not, and will cause its affiliated purchasers (as defined in Regulation M under the Exchange Act) not to, either alone or with one or more other persons, bid for or purchase, for any account in which it or any of its affiliated purchasers has a beneficial interest, any Stock, or attempt to pay induce any person to purchase any Stock; and not to, and to cause its affiliated purchasers not to, make bids or purchase for the required Commission filing fees related purpose of creating actual, or apparent, active trading in or of raising the price of the Stock. (l) The Company will not take any action prior to the Securities within Closing Date which would require the time period required by Rule 456(b)(1) under the Securities Act without regard Prospectus to the proviso therein and otherwise in accordance with Rules 456(b) and 457(r) under the Securities Act;be amended or supplemented pursuant to Section 4(b). (hm) to The Company will apply the net proceeds from the sale of the Securities Stock as described set forth in the Disclosure Package and the Prospectus under the heading “"Use of Proceeds”; and". (in) not The Company will use its best efforts to takelist, directly or indirectlysubject to notice of issuance, any action designed the Stock on The New York Stock Exchange. (o) The Company will use its best efforts to or that could reasonably be expected to cause or result deliver within four business days after the Closing Date, the written agreements, substantially in any stabilization or manipulation the form of Exhibit I hereto, of the price directors and shareholders of the SecuritiesCompany listed in Schedule B to this Agreement.

Further Agreements of the Company. The Company agrees with the Underwriters:agrees: --------------------------------- (a) to To prepare the Final Term Sheet, substantially in the form of Schedule 3 hereto and approved by the Representatives and file the Final Term Sheet pursuant to Rule 433(d) of the Securities Act within the time period prescribed by such Rule; to prepare the Prospectus, as amended or supplemented, in relation to the Securities Prospectus in a form reasonably approved by the Underwriters and to file or cause to be filed with the Commission such Prospectus, Prospectus pursuant to Rule 424(b) under the Securities Act not later than the Commission's close of business on the second business day following the execution and delivery of the applicable Terms Agreement or, if applicable, such earlier time as may be required by Rule 430A(a)(3) under the Securities Act; after the date of the applicable Terms Agreement, within the time period prescribed by such Rule; to make no further amendment or any supplement to the Registration Statement or to the Prospectus as amended or supplemented after the date of this Agreement and prior to the applicable Closing Date which shall be disapproved by the Underwriters promptly after reasonable notice thereofexcept as permitted herein; to advise the Underwriters promptly of any such amendment or supplement after such Closing Date and furnish the Underwriters with copies thereof and to file promptly all reports and any definitive proxy or information statements required to be filed by the Company with the Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act for so long as the delivery of a prospectus is required in connection with the offering or sale of such Securities, and during such same period to advise the Underwriters, promptly after it receives notice thereof, of the time when any amendment to the Registration Statement has been filed or becomes effective or any supplement to the most recent Preliminary Prospectus and the Prospectus or any amended Prospectus has been filed and to furnish the Underwriters with copies thereof; to file promptly all reports and any definitive proxy or information statements required to be filed by the Company with the CommissionCommission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of the Prospectus and for so long as the delivery of a prospectus is required in connection with the offering or sale of the Offered Securities; to advise the Underwriters, promptly after it receives notice thereof, of the issuance by the Commission of any stop order or of any order preventing or suspending the use of any prospectus relating to Preliminary Prospectus or the Securities or any Issuer Free Writing Prospectus, of the suspension of the qualification of such the Offered Securities for offering or sale in any jurisdiction, of the initiation or threatening of any proceeding for any such purpose, or of any request by the Commission for the amending or supplementing of the Registration Statement, any Preliminary Prospectus, Statement or the Prospectus or any Issuer Free Writing Prospectus or for additional information; and, in the event of the issuance of any such stop order or of any such order preventing or suspending the use of any prospectus relating to Preliminary Prospectus or the Securities Prospectus or suspending any such qualification, to use promptly use its best efforts to obtain the withdrawal of such orderits withdrawal; (b) To furnish, promptly upon request by the representatives of the Underwriters named in any applicable Terms Agreement (the "Representatives" and --------------- if no Representatives are so named, then any references herein to the Representatives shall be deemed to refer to the Underwriters), to the Underwriters and to counsel for the Underwriters a copy of the Registration Statement as originally filed with the Commission, and each amendment thereto filed with the Commission, including all consents and exhibits filed therewith; (c) To deliver promptly to the Underwriters such number of the following documents as the Representatives shall reasonably request: (i) conformed copies of the Registration Statement as originally filed with the Commission and each amendment thereto (in each case excluding exhibits other than this Agreement and the Indentures and such other exhibits as the Underwriters may reasonably request), (ii) each Preliminary Prospectus, the Prospectus and any amended or supplemented Prospectus; and (iii) any document incorporated or deemed incorporated by reference in the Prospectus (excluding exhibits thereto); and, if the delivery of a prospectus is required at any time after the Effective Date in connection with the offering or sale of the Offered Securities and if at such time any events shall have occurred as a result of which the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made when such Prospectus is delivered, not misleading, or, if for any other reason it shall be necessary to amend or supplement the Prospectus (or to file under the Exchange Act any document incorporated by reference in the Prospectus) in order to comply with the Securities Act or the Exchange Act, to notify the Underwriters and to file such document and to prepare and furnish without charge to each Underwriter as many copies as the Representatives may from time to time reasonably request of an amended or supplemented Prospectus which will correct such statement or omission or effect such compliance; (d) To file promptly with the Commission any amendment to the Registration Statement or the Prospectus or any supplement to the Prospectus that may, in the reasonable judgment of the Underwriters, be required by the Securities Act, or requested by the Commission; (e) Prior to filing with the Commission any amendment to the Registration Statement or supplement to the Prospectus, and promptly after filing with the Commission (or, if between the signing of any applicable Terms Agreement and the Closing Date thereunder, prior to filing with the Commission) any document incorporated or deemed incorporated by reference in the Prospectus or any Prospectus pursuant to Rule 424 of the Rules and Regulations, to furnish a copy thereof to the Underwriters and counsel for the Underwriters; (f) As soon as practicable after the date of this Agreement and every Terms Agreement relating to designated Offered Securities, to make generally available to its security holders an earnings statement of the Company and its Subsidiaries (which need not be audited) complying with Section 11(a) of the Securities Act and the Rules and Regulations (including, at the option of the Company, Rule 158); (g) For a period of five years following the applicable Closing Date, to furnish to the Underwriters, copies of all materials furnished by the Company to all of its shareholders and all public reports and all reports and financial statements furnished by the Company to the principal national securities exchange upon which the Common Stock and any other Offered Securities may be listed pursuant to requirements of or agreements with such exchange or to the Commission pursuant to the Exchange Act or any rules or regulations of the Commission thereunder; (h) Promptly from time to time to take such action as the Underwriters may reasonably request to qualify the Offered Securities for offer offering and sale under the securities laws of such jurisdictions as the Underwriters may reasonably request and to comply with such laws so as to permit the continuance of sales and dealings therein in such jurisdictions for as long as may be necessary to complete the issuance and sale distribution of the Offered Securities; provided provided, however, that in connection therewith the Company shall not be required to qualify as a foreign corporation, corporation or to file a general consent to service of process in any jurisdiction or to become subject to taxation in any jurisdiction in which where it is not otherwise subjectso qualified; (ci) to furnish to For a period of 90 days after the Underwriters such number date of conformed copies of the Registration Statement, as originally filed and each amendment thereto (excluding exhibits other than this Agreement), any Preliminary Prospectus, the Final Term Sheet and any other Issuer Free Writing Prospectus, the Prospectus and all amendments and supplements to any of such documents (including any document filed under the Exchange Act and deemed to be incorporated by reference in the Registration Statement, any Preliminary Prospectus or the Prospectus), in each case as soon as available and in such quantities as the Representatives may from time to time reasonably request; (d) during the period in which the Prospectus relating to designated Common Stock, or Offered Securities convertible into Common Stock but only if specified in the Securities applicable Terms Agreement (unless a different time period is set forth in the applicable Terms Agreement), the Company will not, directly or indirectly, offer for sale, sell or otherwise dispose of (or enter into any hedging transaction or device which is designed to, or could be expected to, result in lieu thereofthe disposition by any person at any time in the future of) any shares of Common Stock or any security convertible or exchangeable for Common Stock (other than shares issuable pursuant to employee benefit plans, stock option plans or other compensation plans existing on the notice referred date thereof or pursuant to in Rule 173(a) then currently outstanding options, warrants or rights and other than the issuance of shares of Common Stock as consideration for the acquisition of one or more businesses provided that such Common Stock may not be resold prior to the expiration of the Securities Act90-day period referenced above), or sell or grant options, rights or warrants with respect to any shares of Common Stock (other than the grant of options pursuant to option plans existing on the date thereof) is required to be delivered under the Securities Act, to comply otherwise than in accordance with all requirements imposed upon it by the Securities Act, as from time to time in force, so far as is necessary to permit the continuance of sales of or dealings in the Securities as contemplated by the provisions of this Agreement and by the most recent Preliminary Prospectus and the Prospectus. If during such period any event occurs as a result of which the Disclosure Package or the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances then existing, not misleading, or if during such period it is necessary to amend the Registration Statement or amend or supplement the Disclosure Package or the Prospectus or file any document to comply with the Securities Act, to promptly notify the Representatives and, subject to Section 4(a) hereof, amend the Registration Statement, amend or supplement the Disclosure Package or the Prospectus, as the case may be, or file any document (in each case, at the expense of the Company) so as to correct such statement or omission or to effect such compliance, and to furnish without charge to each Underwriter as many written and electronic copies of any such amendment or supplement as the Representatives may from time to time reasonably request; (e) to make generally available to security-holders of the Company as soon as practicable, but in any event not later than eighteen months after the effective date of the Registration Statement (as defined in Rule 158(c) under the Securities Act), an earnings statement of the Company and its subsidiaries (which need not be audited) complying with Section 11(a) of the Securities Act (including, at the option of the Company, Rule 158 thereunder); (f) between the date of this Agreement and the Closing Date, neither the Company, nor any of its subsidiaries or other affiliates over which it exercises management or voting control, nor any person acting on their behalf will, without the prior written consent of the Representatives, offer, sell, contract to sell or otherwise dispose of any securities that are substantially similar to the Securities. (g) to pay the required Commission filing fees related to the Securities within the time period required by Rule 456(b)(1) under the Securities Act without regard to the proviso therein and otherwise in accordance with Rules 456(b) and 457(r) under the Securities Act; (hj) In the event designated Offered Securities are to be listed on a securities exchange, to apply for any listing of such designated Offered Securities on such securities exchange and to use its best efforts to complete and maintain that listing, subject only to official notice of issuance, prior to the relevant Closing Date, or if not so listed by such date, as soon as practical thereafter. In the case of Offered Securities that are Debt Securities to be listed on a foreign securities exchange, if the Company is not able to effect or maintain such listing, it will use its best efforts to obtain and maintain the quotation for, or listing of, such Debt Securities on such other stock exchange or exchanges as the Company may, with the approval of the Representatives, determine; (k) To apply the net proceeds from the sale of the Offered Securities being sold by the Company as described set forth in the Disclosure Package and the Prospectus under the heading “Use of Proceeds”Prospectus; and (il) If the Offered Securities include Debt Securities, not to takeoffer or sell such Debt Securities in bearer form during the restricted period to a person who is within the United States or its possessions or to a United States person (each as defined in the U.S. Internal Revenue Code and regulations thereunder, directly or indirectly, any action designed to or that could reasonably be expected to cause or result in any stabilization or manipulation of including the price of the SecuritiesD Rules).

Further Agreements of the Company. The Company agrees with the Underwritersagrees: (a) to To prepare the Final Term Sheet, substantially in the form of Schedule 3 hereto and approved by the Representatives and file the Final Term Sheet pursuant to Rule 433(d) of the Securities Act within the time period prescribed by such Rule; to prepare the Prospectus, as amended or supplemented, in relation to the Securities Prospectus in a form approved by the Lead Underwriters and to file or cause to be filed with the Commission such Prospectus, Prospectus pursuant to Rule 424(b) under the Securities Act not later than Commission's close of business on the second business day following the execution and delivery of this Agreement or, if applicable, such earlier time as may be required by Rule 430A(a)(3) under the Securities Act, within the time period prescribed by such Rule; to make no further amendment or any supplement to the Registration Statement or to the Prospectus as amended or supplemented after the date of this Agreement and prior to the Closing Delivery Date which shall be disapproved by the Underwriters promptly after reasonable notice thereofexcept as permitted herein; to advise the Underwriters promptly of any such amendment or supplement after such Closing Date and furnish the Underwriters with copies thereof and to file promptly all reports and any definitive proxy or information statements required to be filed by the Company with the Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act for so long as the delivery of a prospectus is required in connection with the offering or sale of such Securities, and during such same period to advise the Underwriters, promptly after it receives notice thereof, of the time when any amendment to the Registration Statement has been filed or becomes effective or any supplement to the most recent Preliminary Prospectus and the Prospectus or any amended Prospectus has been filed and to furnish the Underwriters with copies thereof; to file promptly all reports and any definitive proxy or information statements required to be filed by the Company with the CommissionCommission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of the Prospectus and for so long as the delivery of a prospectus is required in connection with the offering or sale of the Securities; to advise the Underwriters, promptly after it receives notice thereof, of the issuance by the Commission of any stop order or of any order preventing or suspending the use of any prospectus relating to Preliminary Prospectus or the Securities or any Issuer Free Writing Prospectus, of the suspension of the qualification of such the Securities for offering or sale in any jurisdiction, of the initiation or threatening of any proceeding for any such purpose, or of any request by the Commission for the amending or supplementing of the Registration Statement, any Preliminary Prospectus, Statement or the Prospectus or any Issuer Free Writing Prospectus or for additional information; and, in the event of the issuance of any such stop order or of any such order preventing or suspending the use of any prospectus relating to Preliminary Prospectus or the Securities Prospectus or suspending any such qualification, to use promptly use its best efforts to obtain the withdrawal of such orderits withdrawal; (b) To furnish promptly from time to time to take such action as the Underwriters may reasonably request and to qualify the Securities counsel for offer and sale under the securities laws of such jurisdictions as the Underwriters may reasonably request and to comply with such laws so as to permit the continuance of sales and dealings therein in such jurisdictions for as long as may be necessary to complete the issuance and sale a signed or facsimile signed copy of the Securities; provided that in connection therewith Registration Statement as originally filed with the Company shall not be required to qualify as a foreign corporationCommission, to file a general consent to service of process in any jurisdiction or to become subject to taxation in any jurisdiction in which it is not otherwise subjectand each amendment thereto filed with the Commission, including all consents and exhibits filed therewith; (c) to furnish To deliver promptly to the Underwriters such number of the following documents as the Underwriters shall reasonably request: (i) conformed copies of the Registration Statement, Statement as originally filed with the Commission and each amendment thereto (in each case excluding exhibits other than this Agreement), any exhibits) and (ii) each Preliminary Prospectus, the Final Term Sheet and any other Issuer Free Writing Prospectus, the Prospectus and all amendments and supplements to any amended or supplemented Prospectus, and, if the delivery of such documents (including a prospectus is required at any document filed under time after the Exchange Act and deemed to be incorporated by reference Effective Time in connection with the Registration Statement, any Preliminary Prospectus offering or the Prospectus), in each case as soon as available and in such quantities as the Representatives may from time to time reasonably request; (d) during the period in which the Prospectus relating to the Securities (or in lieu thereof, the notice referred to in Rule 173(a) sale of the Securities Act) is required to be delivered under the Securities Act, to comply with all requirements imposed upon it by the Securities Act, as from or any other securities relating thereto and if at such time to time in force, so far as is necessary to permit the continuance of sales of or dealings in the Securities as contemplated by the provisions of this Agreement and by the most recent Preliminary Prospectus and the Prospectus. If during such period any event occurs events shall have occurred as a result of which the Disclosure Package or the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state a any material fact necessary in order to make the statements therein, in the light of the circumstances then existingunder which they were made when such Prospectus is delivered, not misleading, or or, if during such period for any other reason it is shall be necessary to amend the Registration Statement or amend or supplement the Disclosure Package or the Prospectus or file any document in order to comply with the Securities Act, to promptly notify the Representatives Underwriters and, subject upon their request, to Section 4(a) hereof, amend prepare and furnish without charge to the Registration Statement, amend or supplement the Disclosure Package or the Prospectus, Underwriters and to any dealer in securities as many copies as the case Underwriters may be, from time to time reasonably request of an amended or file any document (in each case, at the expense of the Company) so as to supplemented Prospectus which will correct such statement or omission or to effect such compliance; (d) To file promptly with the Commission any amendment to the Registration Statement or the Prospectus or any supplement to the Prospectus that may, and to furnish without charge to each Underwriter as many written and electronic copies in the reasonable judgment of any such amendment the Company or supplement as the Representatives may from time to time reasonably requestLead Underwriters, be required by the Securities Act or is requested by the Commission; (e) For so long as the delivery of a prospectus is required in connection with the initial offering or sale of the Securities, prior to filing with the Commission any amendment to the Registration Statement or supplement to the Prospectus or any Prospectus and any document incorporated by reference in the Prospectus pursuant to Rule 424 of the Securities Act, to furnish a copy thereof to the Underwriters and counsel for the Underwriters and obtain the consent of the Lead Underwriters to the filing; (f) As soon as practicable after the Effective Date, to make generally available to security-the Company's security holders of and to deliver to the Company as soon as practicable, but in any event not later than eighteen months after the effective date of the Registration Statement (as defined in Rule 158(c) under the Securities Act), Underwriters an earnings statement of the Company and its subsidiaries (which need not be audited) complying with Section 11(a) of the Securities Act (including, at the option of the Company, Rule 158 thereunderof the Securities Act); (fg) between Promptly from time to time, to take such action as the date Lead Underwriters may reasonably request to qualify the Securities for offering and sale under the securities laws of this Agreement such jurisdictions in the United States as the Lead Underwriters may request and in such other jurisdictions as the Company and the Closing DateLead Underwriters may mutually agree, neither and to comply with such laws so as to permit the Company, nor any continuance of its subsidiaries or other affiliates over which it exercises management or voting control, nor any person acting on their behalf will, without sales and dealings therein in such jurisdictions for as long as may be necessary to complete the prior written consent distribution of the RepresentativesSecurities; provided that, offerin connection therewith, sell, contract the Company shall not be required to sell qualify as a foreign corporation or otherwise dispose to file a general consent to service of process in any securities that are substantially similar to the Securities. (g) to pay the required Commission filing fees related to the Securities within the time period required by Rule 456(b)(1) under the Securities Act without regard to the proviso therein and otherwise in accordance with Rules 456(b) and 457(r) under the Securities Actjurisdiction; (h) to apply the net proceeds from the sale of the Securities as described in the Disclosure Package and the Prospectus under the heading “Use of Proceeds”; and (i) not Not to take, directly or indirectly, any action which is designed to stabilize or that could manipulate, or which constitutes or which might reasonably be expected to cause or result in any stabilization or manipulation manipulation, of the price of any security of the SecuritiesCompany in connection with the initial offering of the Securities (except after consultation with the Underwriters and as may be permitted by under United States federal securities laws); (i) To use its best efforts to cause the Securities to be accepted for clearance and settlement through the facilities of DTC; (j) To execute and deliver the Indenture in form and substance satisfactory to the Lead Underwriters; (k) To apply the net proceeds from the issuance of the Securities as set forth under "Use of Proceeds" in the Prospectus; (l) To take such steps as shall be necessary to ensure that the Company or any of its subsidiaries shall not become an "investment company" as defined, and subject to regulation, under the Investment Company Act.

Further Agreements of the Company. The Company agrees with the Underwritersseveral Underwriters that it will furnish to counsel for the Underwriters one copy of the Registration Statement relating to the Securities, including all exhibits, in the form in which each became effective and of all amendments thereto and that, in connection with each offering of Securities: (a) to The Company will prepare the Final Term Sheet, substantially in the form of Schedule 3 hereto and approved by the Representatives and file the Final Term Sheet pursuant to Rule 433(d) of the Securities Act within the time period prescribed by such Rule; to prepare the Prospectus, as amended or supplemented, in relation to the Securities Prospectus in a form approved by the Underwriters Representatives and to will file or cause to be filed the Prospectus with the Commission such Prospectus, pursuant to and in accordance with Rule 424(b) under the Securities Act, within Act not later than the time period prescribed by such Rule; Commission's close of business on the second business day following execution and delivery of the Terms Agreement referred to in Section 3 and will make no further amendment or any supplement to the Registration Statement or amendment or supplement to the Prospectus as amended or supplemented after (other than those relating solely to an offering of securities other than the date of this Agreement and Securities) prior to the Closing Date which shall be disapproved by the Underwriters Representatives promptly after reasonable notice thereof; . (b) During the time when a prospectus relating to advise the Underwriters promptly of any such amendment or supplement after such Closing Date and furnish the Underwriters with copies thereof and to file promptly all reports and any definitive proxy or information statements Securities is required to be filed by delivered under the Securities Act, (i) the Company with the Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act for so long as the delivery of a prospectus is required in connection with the offering or sale of such Securities, and during such same period to will advise the Underwriters, promptly after it receives notice thereof, Representatives of the time when any amendment to the Registration Statement has been filed or, promptly after it receives notice thereof, has become effective or any supplement to the most recent Preliminary Prospectus and the Prospectus or any amended Prospectus has been filed (other than those relating solely to an offering of securities other than the Securities) and furnish the Representatives copies thereof; (ii) the Company will file promptly all reports required to be filed by the Company with the CommissionCommission pursuant to Section 13(a), 13(c), 14(d) or 15(d) of the issuance by the Commission of any stop order or of any order preventing or suspending the use of any prospectus relating Exchange Act subsequent to the Securities or any Issuer Free Writing Prospectus, date of the suspension of Prospectus; (iii) the qualification of such Securities for offering or sale in any jurisdiction, of Company will advise the initiation or threatening of any proceeding for any such purpose, or Representatives promptly of any request by the Commission for the amending or supplementing of the Registration Statement, Statement or of any Preliminary Prospectus, the Prospectus or any Issuer Free Writing Prospectus part thereof or for additional information; andinformation (other than solely in respect of an offering of securities other than the Securities), and will advise the Representatives promptly of the institution by the Commission of any stop order proceedings in respect of the event Registration Statement or of any part thereof and will use commercially reasonable efforts to prevent the issuance of any such stop order or and to obtain as soon as possible its lifting, if issued; and (iv) the Company will advise the Representatives promptly of the receipt by the Company of any such order preventing notification with respect to the suspension of the qualification of the Securities for sale in any jurisdiction or suspending the use initiation or threat of any proceeding for such purpose. (c) If, at any time when a prospectus relating to the Securities or suspending any such qualification, to promptly use its best efforts to obtain the withdrawal of such order; (b) promptly from time to time to take such action as the Underwriters may reasonably request to qualify the Securities for offer and sale under the securities laws of such jurisdictions as the Underwriters may reasonably request and to comply with such laws so as to permit the continuance of sales and dealings therein in such jurisdictions for as long as may be necessary to complete the issuance and sale of the Securities; provided that in connection therewith the Company shall not be required to qualify as a foreign corporation, to file a general consent to service of process in any jurisdiction or to become subject to taxation in any jurisdiction in which it is not otherwise subject; (c) to furnish to the Underwriters such number of conformed copies of the Registration Statement, as originally filed and each amendment thereto (excluding exhibits other than this Agreement), any Preliminary Prospectus, the Final Term Sheet and any other Issuer Free Writing Prospectus, the Prospectus and all amendments and supplements to any of such documents (including any document filed under the Exchange Act and deemed to be incorporated by reference in the Registration Statement, any Preliminary Prospectus or the Prospectus), in each case as soon as available and in such quantities as the Representatives may from time to time reasonably request; (d) during the period in which the Prospectus relating to the Securities (or in lieu thereof, the notice referred to in Rule 173(a) of the Securities Act) is required to be delivered under the Securities Act, to comply with all requirements imposed upon it by the Securities Act, as from time to time in force, so far as is necessary to permit the continuance of sales of or dealings in the Securities as contemplated by the provisions of this Agreement and by the most recent Preliminary Prospectus and the Prospectus. If during such period any event occurs as a result of which the Disclosure Package or the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state a any material fact necessary to make the statements therein, in the light of the circumstances then existingunder which they were made when such Prospectus is delivered, not misleading, or if during such period for any other reason it is necessary at any time to amend the Registration Statement or amend or supplement the Disclosure Package Prospectus or to file under the Exchange Act any document to be incorporated by reference in the Prospectus or file any document in order to comply with the Securities Act, to the Trust Indenture Act or the Exchange Act, the Company promptly will notify the Representatives and, subject to Section 4(a) hereof, amend the Registration Statement, amend or supplement the Disclosure Package or the Prospectus, as the case may be, or file any document (in each case, and at the expense of the Company) so as to correct Representatives' request file such statement or omission or to effect such compliance, document and to prepare and furnish without charge to each Underwriter and to any dealer in securities as many written and electronic copies of any such amendment or supplement as the Representatives may from time to time reasonably request;request of an amended Prospectus or a supplement to the Prospectus, or the document that will be filed under the Exchange Act so as to be incorporated by reference in the Prospectus, which will correct such statement or omission or effect such compliance, provided, that in case any Underwriter is required to deliver a prospectus in connection with sales of any of the Securities at any time nine months or more after the time of issue of the Prospectus, upon the Representatives' request but at the expense of such Underwriter, the Company promptly will prepare and deliver to such Underwriter as many copies as the Representatives may request of an amended or supplemented Prospectus complying with Section 10(a)(3) of the Securities Act. Neither the Representatives' consent to, nor the Underwriters' delivery of, any such amendment or supplement shall constitute a waiver of any of the conditions set forth in Section 6. (d) If necessary, the Company will promptly from time to time take such action as the Representatives may reasonably request to qualify the Securities for offering and sale and to determine their eligibility for investment under the securities laws of such jurisdictions as the Representatives may reasonably request and to comply with such laws as to permit the continuance of sales and dealings therein in such jurisdictions for so long as may be necessary to complete the distribution of the Securities not to exceed one year, provided that in connection therewith the Company shall not be required to qualify as a foreign corporation, to subject itself to taxation or to file a general or unlimited consent to process in any jurisdiction. (e) The Company will timely file such reports pursuant to the Exchange Act as are necessary in order to make generally available to security-holders of the Company its shareholders as soon as practicable, but in any event not later than eighteen months after the effective date of the Registration Statement (as defined in Rule 158(c) under the Securities Act), practicable an earnings statement of the Company and its subsidiaries (which need not be audited) complying with Section 11(a) of the Securities Act (including, at and the option of the Company, Rule 158 thereunder);Rules and Regulations. (f) between The Company will furnish to the date Representatives copies of this Agreement the Registration Statement, any Preliminary Prospectus, the Prospectus and the Closing Date, neither Incorporated Documents and during the Company, nor any of its subsidiaries or other affiliates over which it exercises management or voting control, nor any person acting on their behalf will, without the prior written consent of the Representatives, offer, sell, contract to sell or otherwise dispose of any securities that are substantially similar time when a prospectus relating to the Securities is required to be delivered under the Securities Act, all amendments and supplements to such documents (other than those solely relating to an offering of securities other than the Securities), in each case as soon as available and in such quantities as are reasonably requested. (g) to pay the required Commission filing fees related to the Securities within the time period required by Rule 456(b)(1) under the Securities Act without regard to the proviso therein and otherwise in accordance with Rules 456(b) and 457(r) under the Securities Act; (h) to The Company will apply the net proceeds received by it from the sale of the Securities pursuant to this Agreement and the Terms Agreement as described set forth in the Disclosure Package and the Prospectus under the heading “caption "Use of Proceeds”; and." (ih) not The Company will take such steps as shall be necessary to take, directly or indirectly, ensure that neither the Company nor any action designed to or that could reasonably be expected to cause or result subsidiary shall become an "investment company" as defined in any stabilization or manipulation of the price of the SecuritiesInvestment Company Act.