Common use of Further Agreements of the Company Clause in Contracts

Further Agreements of the Company. The Company covenants and agrees as follows: (a) The Company will (i) prepare and timely file with the Commission under Rule 424(b) a Prospectus containing information previously omitted at the time of effectiveness of the Registration Statement in reliance on Rule 430A and (ii) not file any amendment to the Registration Statement or supplement to the Prospectus of which you shall not previously have been advised and furnished with a copy or to which you shall have reasonably objected in writing or which is not in compliance with the Securities Act or the rules and regulations of the Commission. (b) The Company will promptly notify the Representatives 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 additional information, (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 action or proceeding for that purpose, (iv) the receipt by the Company of any notification with respect to the suspension of the qualification of the Notes for sale in any jurisdiction, or (v) the receipt by it of notice of the initiation or threatening of any proceeding for such purpose. The Company will make every reasonable effort to prevent the issuance of such a stop order and, if such an order shall at any time be issued, to obtain the withdrawal thereof at the earliest possible moment. (c) 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), (ii) as promptly as possible deliver to you, 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 during the period in which a prospectus is required by law to be delivered by the Underwriter or dealer, likewise send to you as many additional copies of the Prospectus and as many copies of any supplement to the Prospectus and of any amended Prospectus, filed by the Company with the Commission, as you may reasonably request for the purposes contemplated by the Securities Act. (d) If at any time during the period in which a prospectus is required by law to be delivered by the Underwriter or dealer any event relating to or affecting the Company, or of which the Company shall be advised in writing by you, shall occur as a result of which it is necessary, in the opinion of counsel for the Company or of counsel for the Underwriter, 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 Notes, the Company will forthwith prepare and file with the Commission a supplement to the Prospectus or an amended Prospectus so that the Prospectus as so supplemented or amended will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances existing at the time such Prospectus is delivered to such purchaser, not misleading. If, after the public offering of the Notes by the Underwriter and during such period, the Underwriter shall propose to vary the terms of offering thereof by reason of changes in general market conditions or otherwise, you will advise the Company in writing of the proposed variation, and, if in the opinion either of counsel for the Company or of counsel for the Underwriter such proposed variation requires that the Prospectus be supplemented or amended, the Company will forthwith prepare and file with the Commission a supplement to the Prospectus or an amended Prospectus setting forth such variation. The Company authorizes the Underwriter and all dealers to whom any of the Notes may be sold by the Underwriter to use the Prospectus, as from time to time amended or supplemented, in connection with the sale of the Notes 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 Notes 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 the 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 Notes. (g) During a period of five years commencing with the date hereof, the Company will furnish to you copies of all periodic and special reports furnished to stockholders of the Company and of all information, documents and reports filed with 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 its security holders an earnings statement in accordance with Section 11(a) of the Securities Act and Rule 158 thereunder. (i) The Company agrees to pay all costs and expenses incident to the performance of its obligations under this Agreement and the Indenture, including all costs and expenses incident (i) the preparation, printing and filing with the Commission and the National Association of Securities Dealers, Inc. ("NASD") of the Registration Statement, any Preliminary Prospectus, the Prospectus and the Form T-1 filed in connection with the Notes (the "Form T-1"), (ii) the furnishing to the Underwriter 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 Underwriter, (iv) the preparation, printing and filing of all supplements and amendments to the Prospectus referred to in paragraph (d) of this Section 6 and the T-1, (v) the furnishing to you of the reports and information referred to in paragraph (g) of this Section 6 and (vi) the printing and issuance of the Indenture and the note certificates, including the transfer agent's fees. (j) The Company agrees to reimburse you, for the account of the several Underwriter, for blue sky fees and related disbursements and costs of a legal investment survey (including counsel fees and disbursements and cost of printing memoranda for the Underwriter) paid by or for the account of the Underwriter or its counsel in qualifying the Notes under state securities or blue sky laws, in conducting a legal investment survey and in the review of the offering by the NASD. (k) The Company hereby agrees that, without the prior written consent of the Underwriter, it will not, during the period ending ninety (90) days after the date of the final Prospectus for the public offering, (1) 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 or any securities convertible into or exercisable or exchangeable for Common Stock, or (2) enter into any swap or similar agreement that transfers, in whole or in part, the economic risk of ownership of Common Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise; PROVIDED, HOWEVER, that the foregoing provisions of this paragraph (k) shall not apply to (a) the Notes to be sold to the Underwriter pursuant to this Agreement, and (b) shares of Common Stock issued under the stock option and stock purchase plans of the Company (the "Stock Plans"), including Common Stock issued upon the exercise of options granted under the Stock Plans, all as described through incorporation by reference in the Preliminary Prospectus and (c) shares of Common Stock issued on conversion of the Notes. For purposes of this paragraph (k), a sale, offer, or other disposition shall be deemed to include any sale to an institution which can, following such sale, sell Common Stock to the public in reliance on Rule 144A. (l) 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 Investment Company Act of 1940, as amended, and the rules and regulations thereunder.

Further Agreements of the Company. The Company covenants and further agrees with the Representative as follows: (a) The Company will To use its best efforts to cause the Registration Statement to become effective under the Securities Act as promptly as possible and notify the Representative immediately, and confirm such notice in writing, (i) prepare and timely file with the Commission under Rule 424(b) a Prospectus containing information previously omitted at the time of effectiveness of when the Registration Statement in reliance on Rule 430A and (ii) not file any post-effective amendment to the Registration Statement or supplement to the Prospectus of which you shall not previously have been advised and furnished with a copy or to which you shall have reasonably objected in writing or which is not in compliance with thereto become effective under the Securities Act or the rules and regulations of the Commission. (b) The Company will promptly notify the Representatives 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 additional informationAct, (ii) of the issuance by the Commission receipt of any stop order suspending comments from the effectiveness 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 institution or notice of intended institution filing with the SEC of any action or proceeding for that purposesupplement to the Prospectus, and (iv) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Notes for sale in any jurisdiction, or (v) the receipt by it of notice of the initiation or threatening of any proceeding for such purposea Stop Order. The Company will make every reasonable effort use its best efforts to prevent the issuance of such a stop order any Stop Order and, if such an order shall at and if any time be Stop Order is issued, to obtain the withdrawal 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 and will provide evidence satisfactory to the Representative of such timely filing. (b) During the time when a Prospectus relating to the Securities is required to be delivered hereunder or under the acts or regulations promulgated by the SEC, 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 necessary to permit the continuance of the sales of the Securities in accordance with the provisions hereof. If, at any time when a Prospectus relating to the earliest possible momentSecurities is required to be delivered hereunder or under the rules or the regulations promulgated by the SEC, any event shall have occurred as a result of which, in the reasonable opinion of counsel for the Company or counsel for the Representative, the Registration Statement or the prospectus as then amended or supplemented contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading, or if, the in the reasonable opinion of either of such counsel, it is necessary at any time to amend or supplement the Registration Statement or the prospectus to comply with the Securities Act and the rules and regulations promulgated thereunder, the Company will immediately notify the Representative and promptly prepare and file with the SEC an appropriate amendment or supplement (in form and substance satisfactory to the Representative) which will correct such statement or omission of which will effect such compliance and will use its best efforts to have any such amendment declared effective under the Securities Act as soon as possible. (c) The Company will use its best efforts to register or qualify the sale of the Securities and Warrant Shares in such States as shall be reasonably requested by the Representative. (id) on or before the Closing Date, The Company will 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), (ii) as promptly as possible deliver to you, at such office or offices as you may designate, Representative as many copies of the preliminary Prospectus as you the Representative may reasonably request, and (iii) thereafter from time to time request during the period in which a prospectus is required by law to be delivered by following the Underwriter or dealer, likewise send to you as many additional copies filing of the Prospectus Registration Statement and each amendment thereto. The Company will deliver to the Representative as many copies of any supplement to the final Prospectus and each post-effective amendment of any amended Prospectus, filed by the Company with the CommissionRegistration Statement, as you the Representative may reasonably request during the period of the offering and for ninety (90) days after the purposes contemplated closing date, (e) The Company will file with the Commission and any appropriate State securities commissioners any sales and other reports required by the Securities Actrules and regulations of such agencies and will promptly supply copies to the Representative. (df) The Company will notify the Representative 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 closing date of the offering, 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 Representative within five business days following such issuance. (g) If at any time during the period in which a prospectus is required by law to that the Representative's Warrant may be delivered by the Underwriter or dealer any event relating to or affecting the Companyexercised, or of which the Company shall be advised in writing by you, shall occur as intends to file a result of which it is necessary, in the opinion of counsel registration statement for the Company or of counsel for the Underwriter, to supplement or amend the Prospectus in order to make the Prospectus not misleading in the light an underwritten offering (a “Piggyback Registration”) of the circumstances existing at sale of shares of its Common Stock on a form suitable for registering the time it is delivered to a purchaser of shares underlying the NotesRepresentative’s Warrant (the “Registrable Shares”), the Company will forthwith prepare and file with notify the Commission a supplement Representative of its intention at least 30, but no more than 60 days prior to the Prospectus or an amended Prospectus so that filing of such registration statement. Within 20 days of such notice, the Prospectus Representative, on its own behalf and on behalf of all holders of Representative’s Warrant (collectively, “Holders”) may elect (by written notice to the Company) to include among the registered shares in the Piggyback Registration any specific number of Registrable Shares. If the Representative is not the managing underwriter of the Piggyback Registration, all Holders shall be subject to cut-back and lock-in provisions as so supplemented or amended will not contain any untrue statement required by the managing underwriter of a material fact or omit to state any material fact necessary the offering in order to make the statements therein, in the light of the circumstances existing at the time such Prospectus is delivered to such purchaser, not misleading. If, after the public offering of the Notes by the Underwriter and during such period, the Underwriter shall propose to vary the terms of offering thereof by reason of changes in general market conditions or otherwise, you will advise the Company in writing of the proposed variation, and, if in the opinion either of counsel for the Company or of counsel for the Underwriter such proposed variation requires that the Prospectus be supplemented or amended, the Company will forthwith prepare and file with the Commission a supplement to the Prospectus or effect an amended Prospectus setting forth such variation. The Company authorizes the Underwriter and all dealers to whom any of the Notes may be sold by the Underwriter to use the Prospectus, as from time to time amended or supplemented, in connection with the sale of the Notes 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 Notes 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 the 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 orderly distribution of the Notes. (g) During a period of five years commencing with shares and are customary and reasonable in the date hereof, the Company will furnish to you copies circumstances. The Representative on behalf of all periodic and special reports furnished participating Holders shall provide the usual indemnities to stockholders of both the Company and of all information, documents and reports filed with Commission. (h) Not later than the 45th day following the end underwriter of the fiscal quarter first occurring after the first anniversary of the Effective Date, the Company will make generally available to its security holders an earnings statement in accordance with Section 11(a) of the Securities Act Piggyback Registration and Rule 158 thereunder. (i) The Company agrees to pay complete and execute all costs and expenses incident to the performance of its obligations under this Agreement and the Indenture, including all costs and expenses incident (i) the preparation, printing and filing with the Commission and the National Association of Securities Dealers, Inc. ("NASD") of the Registration Statement, any Preliminary Prospectus, the Prospectus and the Form T-1 filed in connection with the Notes (the "Form T-1"), (ii) the furnishing to the Underwriter 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 Underwriter, (iv) the preparation, printing and filing of all supplements and amendments to the Prospectus referred to in paragraph (d) of this Section 6 and the T-1, (v) the furnishing to you of the reports and information referred to in paragraph (g) of this Section 6 and (vi) the printing and issuance of the Indenture and the note certificates, including the transfer agent's feesmanaging underwriter. (j) The Company agrees to reimburse you, for the account of the several Underwriter, for blue sky fees and related disbursements and costs of a legal investment survey (including counsel fees and disbursements and cost of printing memoranda for the Underwriter) paid by or for the account of the Underwriter or its counsel in qualifying the Notes under state securities or blue sky laws, in conducting a legal investment survey and in the review of the offering by the NASD. (k) The Company hereby agrees that, without the prior written consent of the Underwriter, it will not, during the period ending ninety (90) days after the date of the final Prospectus for the public offering, (1) 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 or any securities convertible into or exercisable or exchangeable for Common Stock, or (2) enter into any swap or similar agreement that transfers, in whole or in part, the economic risk of ownership of Common Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise; PROVIDED, HOWEVER, that the foregoing provisions of this paragraph (k) shall not apply to (a) the Notes to be sold to the Underwriter pursuant to this Agreement, and (b) shares of Common Stock issued under the stock option and stock purchase plans of the Company (the "Stock Plans"), including Common Stock issued upon the exercise of options granted under the Stock Plans, all as described through incorporation by reference in the Preliminary Prospectus and (c) shares of Common Stock issued on conversion of the Notes. For purposes of this paragraph (k), a sale, offer, or other disposition shall be deemed to include any sale to an institution which can, following such sale, sell Common Stock to the public in reliance on Rule 144A. (l) 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 Investment Company Act of 1940, as amended, and the rules and regulations thereunder.

Further Agreements of the Company. The Company hereby covenants and agrees with each of the Underwriters as follows: (a) If the Registration Statement has not become effective prior to the date hereof, the Company will use its best efforts to cause the Registration Statement and any subsequent amendments thereto to become effective as promptly as possible. The Company will (i) prepare notify the Representative promptly, after the Company shall receive notice thereof, of the time when the Registration Statement, or any subsequent amendment thereto, has become effective or any supplement to the Prospectus has been filed. Following the execution and delivery of this Agreement, the Company will prepare, and timely file or transmit for filing with the Commission under Rule SEC in accordance with Rules 430A, 424(b) a Prospectus containing information previously omitted at the time of effectiveness and 434, as applicable, copies of the Registration Statement in reliance on Rule 430A and (ii) not file any Prospectus, or, if necessary, a post-effective amendment to the Registration Statement or supplement (including the Prospectus), in which event, the Company will take all necessary action to the Prospectus of which you shall not previously have been advised and furnished with a copy or to which you shall have reasonably objected in writing or which is not in compliance with the Securities Act or the rules and regulations of the Commission. (b) such post-effective amendment declared effective as soon as possible. The Company will promptly notify the Representatives in Representative promptly upon the event Company's obtaining knowledge of (i) the request by the Commission for amendment of the Registration Statement or for supplement to the Prospectus or for any additional information, (ii) the issuance by the Commission SEC of any stop order suspending the effectiveness of the Registration Statement, (iii) the institution Statement or notice of intended institution of any action or proceeding for that purpose, (iv) the receipt by the Company of any notification with respect to the suspension of the qualification of the Notes for sale in any jurisdiction, or (v) the receipt by it of notice of the initiation or threatening threat of any proceeding proceedings for such purpose. The Company that purpose and will make every reasonable effort use its best efforts to prevent the issuance of such a any stop order and, if such an a stop order shall at any time be is issued, to obtain as soon as possible the withdrawal thereof at the earliest possible moment. (c) or lifting thereof. The Company will (i) on promptly prepare and file at its own expense with the SEC any amendments of, or before the Closing Datesupplements to, deliver to you a signed copy of the Registration Statement as originally filed and or the Prospectus which may be necessary in connection with the distribution of each amendment thereto filed prior the Shares by the Underwriters. During the period when a Prospectus relating 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), (ii) as promptly as possible deliver to you, 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 during the period in which a prospectus Shares is required by law to be delivered by under the Underwriter or dealer, likewise send to you as many additional copies of the Prospectus and as many copies of any supplement to the Prospectus and of any amended Prospectus, filed by the Company with the Commission, as you may reasonably request for the purposes contemplated by the Securities 1933 Act. (d) If at any time during the period in which a prospectus is required by law to be delivered by the Underwriter or dealer any event relating to or affecting the Company, or of which the Company shall be advised in writing by you, shall occur as a result of which it is necessary, in the opinion of counsel for the Company or of counsel for the Underwriter, 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 Notes, the Company will forthwith prepare and promptly file with any amendments of, or supplements to, the Commission a supplement to Registration Statement or the Prospectus or an amended Prospectus so that the Prospectus as so supplemented or amended will not contain which may be necessary to correct any untrue statement of a material fact or omit any omission to state any material fact necessary in order to make the statements therein, in the light of the circumstances existing at the time such Prospectus is delivered to such purchaserunder which they were made, not misleading. If, after The Company will notify the public offering Representative promptly of the Notes receipt of any comments from the SEC regarding the Registration Statement or Prospectus or request by the Underwriter and during such period, the Underwriter shall propose to vary the terms of offering SEC for any amendment thereof by reason of changes in general market conditions or otherwise, you will advise the Company in writing of the proposed variation, and, if in the opinion either of counsel supplement thereto or for the Company or of counsel for the Underwriter such proposed variation requires that the Prospectus be supplemented or amended, the Company will forthwith prepare and file with the Commission a supplement to the Prospectus or an amended Prospectus setting forth such variationany additional information. The Company authorizes will not file any amendment of, or supplement to, the Underwriter and all dealers to whom any of the Notes may be sold by the Underwriter to use the Registration Statement or Prospectus, as from whether prior to or after the Effective Date, which shall not previously have been submitted to the Representative and its counsel a reasonable time prior to time amended the proposed filing or supplemented, in connection with to which the sale of the Notes in accordance with the applicable provisions of the Securities Act and the applicable rules and regulations thereunder for such periodRepresentative shall have reasonably objected. (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. (fb) The Company has used and will cooperate, when and as requested by you, in continue to use its best efforts to register or qualify the qualification of the Notes Shares for offer and sale under the securities or blue sky laws of such jurisdictions as you the Representative may designate and, during the period in which a prospectus is required by law to be delivered by the Underwriter or dealer, in keeping such qualifications in good standing under said securities or blue sky laws; PROVIDED, HOWEVER, that and the Company shall not be obligated to will file any general consent such consents to service of process or other documents necessary or appropriate in order to effect such registration or qualification. In each jurisdiction in which the Shares shall have been registered or qualified as above provided, the Company will continue such registrations or qualifications in effect for so long as may be required for purposes of the distribution of the Shares; provided, however, that in no event shall the Company be obligated to qualify to do business as a foreign corporation in any jurisdiction in which it is not now so qualified or to take any action which would subject it to the service of process in suits, other than those arising out of the offering or sale of the Shares, in any jurisdiction where it is not now so subject. In each jurisdiction where any of the Shares shall have been so qualified. The , the Company will from time to time, prepare and file such statements, reports, statements and other documents reports as are or may be reasonably required by the laws of such jurisdiction to continue such qualifications qualification in effect. The Company will notify the Representative immediately of, and confirm in writing, the suspension of qualification of the Shares or the threat of such action in any jurisdiction. The Company will use its best efforts to qualify or register its Common Stock for sale in nonissuer transactions under (or obtain exemptions from the application of) the securities laws of such states designated by the Representative (and thereby permit market-making transactions and secondary trading in its Common Stock in such states), and will comply with such securities laws and will continue such qualifications, registrations and exemptions in effect for so long a period as you may reasonably request for distribution of the Notes. (g) During a period of five years commencing with after the date hereof, the . (c) The Company will furnish to you the Representative, as soon as available, copies of the Registration Statement (one of which shall include all periodic exhibits), each Preliminary Prospectus, the Prospectus and special reports furnished any amendments or supplements to stockholders such documents, including any prospectus prepared to permit compliance with Section 10(a)(3) of the 1933 Act, all in such quantities as the Representative may from time to time reasonably request prior to the printing of each such document. The Company specifically authorizes the Underwriters and all dealers to whom any of all information, documents the Shares may be sold by the Underwriters to use and reports filed distribute copies of such Preliminary Prospectuses and Prospectuses in connection with Commissionthe sale of the Shares as and to the extent permitted by the federal and applicable state and local securities laws. (hd) Not later For as long as the Company has more than the 45th day following the end of the fiscal quarter first occurring 100 beneficial owners, but in no event more than five years after the first anniversary of the Effective Date, the Company will make generally available mail as soon as practicable to the holders of its security holders an earnings statement Common Stock substantially the following documents, which documents shall be in accordance compliance with this Section 11(a) of if they are in the Securities Act and Rule 158 thereunder.form prescribed by the 1934 Act: (i) within forty-five days after the end of the first three quarters of each fiscal year, copies of the quarterly unaudited statement of profit and loss and quarterly unaudited balance sheets of the Company and any material subsidiaries; and (ii) within ninety days after the close of each fiscal year, appropriate financial statements as of the close of such fiscal year for the Company and any material subsidiary which shall be certified to by a nationally recognized firm of independent certified public accountants in such form as to disclose the Company's financial condition and the results of its operations for such fiscal year. (e) For as long as the Company has more than 100 beneficial owners, but in no event more than five years after the Effective Date, the Company will furnish to the Representative (i) concurrently with furnishing such reports to its stockholders, the reports described in Section 3(d) hereof; (ii) as soon as they are available, copies of all other reports (financial or otherwise) mailed to security holders; and (iii) as soon as they are available, copies of all reports and financial statements furnished to, or filed with, the SEC, the NASD, any securities exchange or any state securities commission by the Company. During such period, the foregoing financial statements shall be on a consolidated basis to the extent that the accounts of the Company and any subsidiary or subsidiaries are consolidated and shall be accompanied by similar financial statements for any significant subsidiary which is not so consolidated. (f) The Company agrees will not, without the prior written consent of the Representative, which consent shall not be unreasonably withheld, sell or otherwise dispose of any capital stock or securities convertible or exercisable into capital stock of the Company (other than pursuant to currently outstanding options, warrants and convertible securities) during the 180-day period following the Effective Date. Prior to the Closing Date, the Company will not repurchase or otherwise acquire any of its capital stock or declare or pay any dividend or make any distribution on any class of its capital stock. (g) Subject to the proviso set forth below, the Company shall be responsible for and pay all costs and expenses incident to the performance of its obligations under this Agreement and including, without limiting the Indenturegenerality of the foregoing, including (i) all costs and expenses incident (i) the preparation, printing and filing with the Commission and the National Association of Securities Dealers, Inc. ("NASD") of the Registration Statement, any Preliminary Prospectus, the Prospectus and the Form T-1 filed in connection with the Notes (the "Form T-1"), (ii) the furnishing to the Underwriter 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 Underwriter, (iv) the preparation, printing and filing of all supplements the Registration Statement (including financial statements and amendments to exhibits), Preliminary Prospectuses and the Prospectus referred and any amendments thereof or supplements to in paragraph any of the foregoing; (dii) the issuance and delivery of this Section 6 the Shares, including taxes, if any; (iii) the cost of all certificates representing the Shares; (iv) the fees and expenses of the T-1, Transfer Agent for the Shares; (v) the furnishing to you fees and disbursements of counsel for the Company; (vi) all fees and other charges of the reports independent public accountants of the Company; (vii) the cost of furnishing and information delivering to the Underwriters and dealers participating in the offering copies of the Registration Statement (including appropriate exhibits), Preliminary Prospectuses, the Prospectus and any amendments of, or supplements to, any of the foregoing; (viii) the NASD filing and quotation fees; (ix) the fees and disbursements, including filing fees and all accountable fees and expenses of counsel for the Company incurred in registering or qualifying the Shares for sale under the laws of such jurisdictions upon which the Representative and the Company may agree; and (x) a nonaccountable expense allowance to the Representative equal to 2% of the gross proceeds of the Offering. The Representative hereby acknowledge receipt of a $10,000 advance against the Representative's non-accountable expense allowance referred to in paragraph (g) the preceding sentence. In the event this Agreement is terminated pursuant to Section 8 below, the Company shall remain obligated to pay the Representative its actual accountable out-of-pocket expenses, not to exceed $20,000, without the prior written approval of the Company. Further, if upon termination of this Agreement pursuant to Section 6 and (vi) 8 below, the printing and issuance Representative's actual accountable out-of-pocket expenses do not exceed the $10,000 advance against the Representative's accountable expense allowance, the portion of the Indenture advance not used will be reimbursed to the Company by the Representative. (h) The Company will not take, and will use its best efforts to cause each of its officers and directors not to take, directly or indirectly, any action designed to or which might reasonably be expected to cause or result in the note certificates, including stabilization or manipulation of the transfer agent's feesprice of any security of the Company to facilitate the sale or resale of the Shares. (i) The Company will use its best efforts to maintain the listing of its Common Stock on the Nasdaq National Market. (j) The For a period of at least three years after the Effective Date, the Company agrees to reimburse you, for will file with the account of the several Underwriter, for blue sky fees SEC all reports and related disbursements and costs of a legal investment survey (including counsel fees and disbursements and cost of printing memoranda for the Underwriter) paid by or for the account of the Underwriter or its counsel in qualifying the Notes under state securities or blue sky laws, in conducting a legal investment survey and in the review of the offering other documents as may be required by the NASD1933 Act, the Rules and Regulations and the 1934 Act. (k) The Company hereby agrees that, without will apply the prior written consent proceeds from the sale of the Underwriter, it will not, during the period ending ninety (90) days after the date of the final Prospectus for the public offering, (1) 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 or any securities convertible into or exercisable or exchangeable for Common Stock, or (2) enter into any swap or similar agreement that transfers, in whole or in part, the economic risk of ownership of Common Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise; PROVIDED, HOWEVER, that the foregoing provisions of this paragraph (k) shall not apply to (a) the Notes to be sold to the Underwriter pursuant to this Agreement, and (b) shares of Common Stock issued under the stock option and stock purchase plans of the Company (the "Stock Plans"), including Common Stock issued upon the exercise of options granted under the Stock Plans, all as described through incorporation by reference Shares substantially in the Preliminary Prospectus and (c) shares of Common Stock issued on conversion of manner set forth in the Notes. For purposes of this paragraph (k), a sale, offer, or other disposition shall be deemed to include any sale to an institution which can, following such sale, sell Common Stock to the public in reliance on Rule 144A.Prospectus. (l) The Prior to or as of the First Closing Date, the Company is familiar shall have performed each condition to closing required to be performed by it pursuant to Section 4 hereof. (m) Other than as permitted by the 1933 Act and the Rules and Regulations, the Company will not distribute any prospectus or other offering material in connection with the Investment Offering. (n) On First Closing Date, the Company Act of 1940, as amended, and has in shall grant to the past conducted its affairs, and will in Representative the future conduct its affairsRepresentative's Warrants, in such a manner to ensure that substantially the Company was not and will not be an "investment company" or a company "controlled" by an "investment company" within the meaning of the Investment Company Act of 1940, form attached as amended, and the rules and regulations thereunderAppendix A hereto.

Further Agreements of the Company. The Company hereby covenants and agrees with the Underwriter as follows: (a) If the Registration Statement has not become effective prior to the date hereof, the Company will use its best efforts to cause the Registration Statement and any subsequent amendments thereto to become effective as promptly as possible. The Company will (i) prepare notify the Underwriter promptly, after the Company shall receive notice thereof, of the time when the Registration Statement, or any subsequent amendment thereto, has become effective or any supplement to the Prospectus has been filed. Following the execution and delivery of this Agreement, the Company will prepare, and timely file or transmit for filing with the Commission under Rule SEC in accordance with Rules 430A, 424(b) a Prospectus containing information previously omitted at the time of effectiveness and 434, as applicable, copies of the Registration Statement in reliance on Rule 430A and (ii) not file any Prospectus, or, if necessary, a post-effective amendment to the Registration Statement or supplement (including the Prospectus), in which event, the Company will take all necessary action to the Prospectus of which you shall not previously have been advised and furnished with a copy or to which you shall have reasonably objected in writing or which is not in compliance with the Securities Act or the rules and regulations of the Commission. (b) such post-effective amendment declared effective as soon as possible. The Company will promptly notify the Representatives in Underwriter promptly upon the event Company's obtaining knowledge of (i) the request by the Commission for amendment of the Registration Statement or for supplement to the Prospectus or for any additional information, (ii) the issuance by the Commission SEC of any stop order suspending the effectiveness of the Registration Statement, (iii) the institution Statement or notice of intended institution of any action or proceeding for that purpose, (iv) the receipt by the Company of any notification with respect to the suspension of the qualification of the Notes for sale in any jurisdiction, or (v) the receipt by it of notice of the initiation or threatening threat of any proceeding proceedings for such purpose. The Company that purpose and will make every reasonable effort use its best efforts to prevent the issuance of such a any stop order and, if such an a stop order shall at any time be is issued, to obtain as soon as possible the withdrawal thereof at the earliest possible moment. (c) or lifting thereof. The Company will (i) on promptly prepare and file at its own expense with the SEC any amendments of, or before the Closing Datesupplements to, 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), (ii) as promptly as possible deliver to you, 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 during the period in which a prospectus is required by law to be delivered by the Underwriter or dealer, likewise send to you as many additional copies of the Prospectus and as many copies of any supplement to the Prospectus and of any amended Prospectus, filed by the Company with the Commission, as you may reasonably request for the purposes contemplated by the Securities Act. (d) If at any time during the period in which a prospectus is required by law to be delivered by the Underwriter or dealer any event relating to or affecting the Company, or of which the Company shall be advised in writing by you, shall occur as a result of which it is necessary, in the opinion of counsel for the Company or of counsel for the Underwriter, 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 Notes, the Company will forthwith prepare and file with the Commission a supplement to the Prospectus or an amended Prospectus so that the Prospectus as so supplemented or amended will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances existing at the time such Prospectus is delivered to such purchaser, not misleading. If, after the public offering of the Notes by the Underwriter and during such period, the Underwriter shall propose to vary the terms of offering thereof by reason of changes in general market conditions or otherwise, you will advise the Company in writing of the proposed variation, and, if in the opinion either of counsel for the Company or of counsel for the Underwriter such proposed variation requires that the Prospectus be supplemented or amended, the Company will forthwith prepare and file with the Commission a supplement to the Prospectus or an amended Prospectus setting forth such variation. The Company authorizes the Underwriter and all dealers to whom any of the Notes may be sold by the Underwriter to use the Prospectus, as from time to time amended or supplemented, necessary in connection with the sale of the Notes 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 Notes 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 the 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 Notes. (g) During a period of five years commencing with the date hereof, the Company will furnish to you copies of all periodic and special reports furnished to stockholders of the Company and of all information, documents and reports filed with 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 its security holders an earnings statement in accordance with Section 11(a) of the Securities Act and Rule 158 thereunder. (i) The Company agrees to pay all costs and expenses incident to the performance of its obligations under this Agreement and the Indenture, including all costs and expenses incident (i) the preparation, printing and filing with the Commission and the National Association of Securities Dealers, Inc. ("NASD") of the Registration Statement, any Preliminary Prospectus, the Prospectus and the Form T-1 filed in connection with the Notes (the "Form T-1"), (ii) the furnishing to the Underwriter of copies of any Preliminary Prospectus and of the several documents required Units by paragraph (c) of this Section 6 to be so furnished, (iii) the printing of this Agreement and related documents delivered to the Underwriter, (iv) the preparation, printing and filing of all supplements and amendments to the Prospectus referred to in paragraph (d) of this Section 6 and the T-1, (v) the furnishing to you of the reports and information referred to in paragraph (g) of this Section 6 and (vi) the printing and issuance of the Indenture and the note certificates, including the transfer agent's fees. (j) The Company agrees to reimburse you, for the account of the several Underwriter, for blue sky fees and related disbursements and costs of a legal investment survey (including counsel fees and disbursements and cost of printing memoranda for the Underwriter) paid by or for the account of the Underwriter or its counsel in qualifying the Notes under state securities or blue sky laws, in conducting a legal investment survey and in the review of the offering by the NASD. (k) The Company hereby agrees that, without the prior written consent of the Underwriter, it will not, during the period ending ninety (90) days after the date of the final Prospectus for the public offering, (1) 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 or any securities convertible into or exercisable or exchangeable for Common Stock, or (2) enter into any swap or similar agreement that transfers, in whole or in part, the economic risk of ownership of Common Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise; PROVIDED, HOWEVER, that the foregoing provisions of this paragraph (k) shall not apply to (a) the Notes to be sold to the Underwriter pursuant to this Agreement, and (b) shares of Common Stock issued under the stock option and stock purchase plans of the Company (the "Stock Plans"), including Common Stock issued upon the exercise of options granted under the Stock Plans, all as described through incorporation by reference in the Preliminary Prospectus and (c) shares of Common Stock issued on conversion of the Notes. For purposes of this paragraph (k), a sale, offer, or other disposition shall be deemed to include any sale to an institution which can, following such sale, sell Common Stock to the public in reliance on Rule 144A. (l) 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 Investment Company Act of 1940, as amended, and the rules and regulations thereunder.the

Further Agreements of the Company. The Company further covenants and agrees with the Agent as followsto the following: (a) The If the Company has elected to rely on Rule 430A under the Act, the Company will (i) prepare and timely file a Prospectus (or term sheet within the meaning of Rule 434 under the Act) containing the information omitted therefrom pursuant to Rule 430A under the Act with the Commission within the time period required by, and otherwise in accordance with the provisions of, Rules 424(b), 430A and 434, if applicable, under the Act; if the Company has elected to rely upon Rule 462(b) under the Act to increase the size of the offering registered under the Act, the Company will prepare and file a registration statement with respect to such increase with the Commission within the time period required by, and otherwise in accordance with the provisions of, Rule 462(b) under the Act; the Company will prepare and file with the Commission under Rule 424(b) a Prospectus containing information previously omitted at Commission, promptly upon the time of effectiveness request of the Registration Statement in reliance on Rule 430A and (ii) not file Agent, any amendment amendments or supplements to the Registration Statement or Prospectus (including any term sheet within the meaning of Rule 434 under the Act) that, in the opinion of the Agent, may be necessary or advisable in connection with the offer of the Securities by the Agent; and the Company will not file any amendment or supplement to the Registration Statement or Prospectus (including any term sheet within the meaning of Rule 434 under the Act) to which you the Agent shall not previously have reasonably object by notice to the Company after having been advised and furnished with a copy or a reasonable time prior 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 Commissionfiling. (b) The Company will advise the Agent promptly notify the Representatives in the event of (i) the any request by of the Commission for amendment of the Registration Statement or for supplement to the Prospectus or for any additional information, (ii) the issuance by the Commission of any stop order suspending the effectiveness of the Registration StatementStatement or the use of the Prospectus, (iii) the institution or notice of intended institution of any action or proceeding for that purpose, (iv) the receipt by the Company of any notification with respect to the suspension of the qualification of the Notes Shares for offering or sale in any jurisdiction, or (viv) the receipt by it of notice of the initiation institution or threatening of any proceeding proceedings for such that purpose. The , and the Company will make every reasonable effort use its best efforts to prevent the issuance of any such a stop order andpreventing or suspending the use of the Prospectus or suspending such qualification and to obtain as soon as possible the lifting thereof, if such an order shall at any time be issued, to obtain the withdrawal thereof at the earliest possible moment. (c) The Company will (i) on promptly prepare and file at its own expense with the Commission any amendments of, or before the Closing Datesupplements to, deliver to you a signed copy of the Registration Statement as originally filed and the Prospectus which may be necessary in connection with the offer of each amendment thereto filed prior the Shares and Warrants by the Agent. During the period when a Prospectus relating 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), (ii) as promptly as possible deliver to you, at such office or offices as you may designate, as many copies of the Prospectus as you may reasonably request, Shares and (iii) thereafter from time to time during the period in which a prospectus Warrants is required by law to be delivered by under the Underwriter or dealer, likewise send to you as many additional copies of the Prospectus and as many copies of any supplement to the Prospectus and of any amended Prospectus, filed by the Company with the Commission, as you may reasonably request for the purposes contemplated by the Securities Act. (d) If at any time during the period in which a prospectus is required by law to be delivered by the Underwriter or dealer any event relating to or affecting the Company, or of which the Company shall be advised in writing by you, shall occur as a result of which it is necessary, in the opinion of counsel for the Company or of counsel for the Underwriter, 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 Notes, the Company will forthwith prepare promptly file any amendments of, or supplements to, the Registration Statement and file with the Commission a supplement to the Prospectus or an amended Prospectus so that the Prospectus as so supplemented or amended will not contain which may be necessary to correct any untrue statement of a material fact or omit any omission to state any material fact necessary in order to make the statements therein, in the light of the circumstances existing at the time such Prospectus is delivered to such purchaserunder which they were made, not misleading. IfThe Company will not file any amendment of, or supplement to, the Registration Statement or Prospectus, after the public offering Effective Date, which shall not previously have been submitted to the Agent and its counsel a reasonable time prior to such proposed filing or to which the Agent shall have reasonably objected. In case the Agent is required to deliver a prospectus in connection with sales of any Shares or Warrants at any time nine months or more after the Effective Date, upon the request of the Notes by Agent but at the Underwriter and during such period, the Underwriter shall propose to vary the terms of offering thereof by reason of changes in general market conditions or otherwise, you will advise the Company in writing expense of the proposed variation, and, if in the opinion either of counsel for the Company or of counsel for the Underwriter such proposed variation requires that the Prospectus be supplemented or amendedAgent, the Company will forthwith prepare and file with the Commission a supplement deliver to the Prospectus or Agent as many copies as the Agent may request of an amended or supplemented Prospectus setting forth such variation. complying with Section 10(a)(3) of the Act. (d) The Company authorizes will endeavor to qualify or register the Underwriter Shares for sale or obtain appropriate exemptions from such qualification or registration so as to permit sale of the Shares and Warrants under the securities laws of such jurisdictions as the Agent may reasonably designate and the Company will file such consents to service of process or other documents necessary or appropriate in order to effect such qualification or registration. In each jurisdiction in which the Shares shall have been qualified or registered as above provided, the Company will continue such qualifications or registrations in effect for so long as may be required for purposes of the distribution of the Shares and make and file such statements and reports in each year as are or may be reasonably required by the laws of such jurisdiction to permit secondary trading of the same; 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 the service of process in suits, other than those arising out of the offering or sale of the Shares. (e) The Company will furnish to the Agent, as soon as available, copies of the Registration Statement and all dealers amendments (two of which will be signed and which shall include all exhibits), each Preliminary Prospectus, if any, the Prospectus and any amendments or supplements to whom such documents including any prospectus prepared to permit compliance with Section 10(a)(3) of the Notes Act, all in such quantities as the Agent may be sold by the Underwriter to use the Prospectus, as from time to time amended or supplemented, reasonably request. The Company specifically authorizes the Agent to use and distribute copies of such Preliminary Prospectuses and Prospectuses in connection with the sale of the Notes in accordance with the applicable provisions of the Securities Act Shares as and the applicable rules and regulations thereunder for such period. (e) Prior to the filing thereof with extent permitted by the Commission, the Company will submit to you, for your information, a copy of any post-effective amendment to the Registration Statement federal and any supplement to the Prospectus or any amended Prospectus proposed to be filedapplicable state and local securities laws. (f) The Company will cooperate, when and as requested by you, in the qualification of the Notes 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 the 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 Notes. (g) During a period of five years commencing with the date hereof, the Company will furnish to you copies of all periodic and special reports furnished to stockholders of the Company and of all information, documents and reports filed with 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 its security holders an earnings statement statement, in accordance a form complying with requirements of Section 11(a) of the Securities Act and Rule 158 thereunder, as soon as practicable and in any event not later than 45 days after the end of its fiscal quarter in which occurs the first anniversary date of the Effective Date, meeting the requirements of Section 11(a) of the Act covering a period of at least 12 consecutive months beginning after the Effective Date, and will advise you in writing when such statement has been so made available. (ig) The Company agrees will, for such period up to two years from the Closing Date, deliver to the Agent copies of its annual report and copies of all other documents, and information furnished by the Company to its security holders or filed with any securities exchange pursuant to the requirements of such exchange or with the Commission pursuant to the Act or the Exchange Act, or any state securities commission by the Company. The Company will deliver to the Agent similar reports with respect to significant subsidiaries, if any, as that term is defined in the rules and regulations under the Act, which are not consolidated in the Company's financial statements. (h) The Company shall be responsible for and pay all costs and expenses incident to the performance of its obligations under this Agreement and including, without limiting the Indenturegenerality of the foregoing, including (i) all costs and expenses incident (i) the preparation, printing and filing with the Commission and the National Association of Securities Dealers, Inc. ("NASD") of the Registration Statement, any Preliminary Prospectus, the Prospectus and the Form T-1 filed in connection with the Notes (the "Form T-1"), (ii) the furnishing to the Underwriter 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 Underwriter, (iv) the preparation, printing and filing of all supplements the Registration Statement (including financial statements and amendments to exhibits), Preliminary Prospectuses, if any, the Prospectus referred and any amendments thereof or supplements to in paragraph any of the foregoing; (dii) the issuance and delivery of this Section 6 the Shares and Warrants, including taxes, if any; (iii) the T-1, cost of all certificates representing the Shares and Warrants; (iv) the fees and expenses of the Transfer Agent for the Shares; (v) the furnishing to you fees and disbursements of counsel for the reports and information referred to in paragraph (g) of this Section 6 and Company; (vi) the printing all fees and issuance other charges of the Indenture independent public accountants of the Company; (vii) the cost of furnishing and delivering to the note certificatesAgent copies of the Registration Statement (including appropriate exhibits), Preliminary Prospectuses, the Prospectus and any amendments of, or supplements to, any of the foregoing; (viii) the NASD filing fee; (ix) all fees and expenses of counsel for the Agent incurred in qualifying the Shares for sale under the laws of such jurisdictions designated by the Agent (including filing fees). In addition, the transfer agentCompany shall reimburse the Agent's feesout-of-pocket expenses in connection with the Offering as currently structured as well as the expenses incurred by the Agent as underwriter for the proposed, but uncompleted public offering which preceded the current Offering. Reimbursable expenses shall include reasonable legal fees incurred by the Agent. In the event this Agreement is terminated pursuant to Section 13 below, the Company shall remain obligated to pay the Agent its actual accountable out-of-pocket expenses, plus any fees and expenses described in (ix) above. (i) The Company will not take, and will use its best efforts to cause each of its officers and directors not to take, directly or indirectly, any action designed to or which might reasonably be expected to cause or result in the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Shares and Warrants and will not effect any sales of any security of the Company which are required to be disclosed in response to Item 701 of Regulation S-X of the Commission which have not been so disclosed in the Registration Statement. (j) The Upon completion of this offering, the Company agrees will use its best efforts to reimburse you, for maintain the account listing of its Common Stock on the several Underwriter, for blue sky fees and related disbursements and costs National Association of a legal investment survey Securities Dealers Automated Quotation System (including counsel fees and disbursements and cost of printing memoranda for the UnderwriterNasdaq) paid by National Market or for the account of the Underwriter SmallCap Market or its counsel in qualifying the Notes under state any other national securities or blue sky laws, in conducting a legal investment survey and in the review of the offering by the NASDexchange. (k) The Company hereby agrees that, without will apply the prior written consent net proceeds from the sale of the Underwriter, it will not, during the period ending ninety (90) days after the date of the final Prospectus for the public offering, (1) 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 or any securities convertible into or exercisable or exchangeable for Common Stock, or (2) enter into any swap or similar agreement that transfers, in whole or in part, the economic risk of ownership of Common Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise; PROVIDED, HOWEVER, that the foregoing provisions of this paragraph (k) shall not apply to (a) the Notes to be sold to the Underwriter pursuant to this Agreement, and (b) shares of Common Stock issued under the stock option and stock purchase plans of the Company (the "Stock Plans"), including Common Stock issued upon the exercise of options granted under the Stock Plans, all as described through incorporation by reference Shares substantially in the Preliminary Prospectus and (c) shares of Common Stock issued on conversion of manner set forth in the Notes. For purposes of this paragraph (k), a sale, offer, or other disposition shall be deemed to include any sale to an institution which can, following such sale, sell Common Stock to the public in reliance on Rule 144A.Prospectus. (l) The During the period ending on the final Closing Date, the Company is familiar agrees that it will issue press releases, make public statements and respond to inquiries of the press and securities analysts only after conferring with its counsel and with the Investment Company Act Agent. (m) Prior to or as of 1940either closing date, 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 shall have performed each condition to closing required to be an "investment company" or a company "controlled" performed by an "investment company" within the meaning of the Investment Company Act of 1940, as amended, and the rules and regulations thereunderpursuant to Section 8 hereof.

Further Agreements of the Company. The Company covenants and agrees as follows: (a) The Company will (i) prepare use its best efforts to cause the Registration Statement and timely file with the Commission under Rule 424(b) a Prospectus containing information previously omitted any amendment thereof, if not effective at the time and date that this Agreement is executed and delivered by the parties hereto, to become effective as promptly as possible; it will notify you, promptly after it shall receive notice thereof, of effectiveness of the time when the Registration Statement in reliance on Rule 430A and (ii) not file or any subsequent amendment to the Registration Statement has become effective or any supplement to the Prospectus has been filed. If the Company omitted information from the Registration Statement at the time it was originally declared effective in reliance upon Rule 430A(a) , the Company will provide evidence satisfactory to you that the Prospectus contains such information and has been filed, within the time period prescribed, with the Commission pursuant to subparagraph (1) or (4) of which you shall not previously have been advised Rule 424(b) of the Rules and furnished with Regulations or as part of a copy or post-effective amendment to which you shall have reasonably objected in writing or such Registration Statement as originally declared effective which is not in compliance declared effective by the Commission. If for any reason the filing of the final form of Prospectus is required under Rule 424(b)(3) of the Rules and Regulations, it will provide evidence satisfactory to you that the Prospectus contains such information and has been filed with the Securities Act or Commission within the rules and regulations of the Commission. (b) time period prescribed. The Company will notify you promptly notify the Representatives in the event of (i) the any request by the Commission for amendment the amending or supplementing of the Registration Statement or for supplement to the Prospectus or for any additional information, (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 action or proceeding for that purpose, (iv) the receipt by the Company of any notification with respect to the suspension of the qualification of the Notes for sale in any jurisdiction, or (v) the receipt by it of notice of the initiation or threatening of any proceeding for such purpose. The Company will make every reasonable effort to prevent the issuance of such a stop order and, if such an order shall at any time be issued, to obtain the withdrawal thereof at the earliest possible moment. (c) 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 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), (ii) as promptly as possible deliver to you, at such office or offices as you may designate, as many copies of the Prospectus as you may reasonably your request, and (iii) thereafter from time to time during the period in which a prospectus is required by law to be delivered by the Underwriter or dealer, likewise send to you as many additional copies of the Prospectus and as many copies of any supplement to the Prospectus and of any amended Prospectus, filed by the Company with the Commission, as you may reasonably request for the purposes contemplated by the Securities Act. (d) If at any time during the period in which a prospectus is required by law to be delivered by the Underwriter or dealer any event relating to or affecting the Company, or of which the Company shall be advised in writing by you, shall occur as a result of which it is necessary, in the opinion of counsel for the Company or of counsel for the Underwriter, 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 Notes, the Company will forthwith prepare and file with the Commission any amendments or supplements to the Registration Statement or Prospectus which, in the reasonable opinion of counsel to the several Underwriters ("Underwriters' Counsel"), may be necessary or advisable in connection with the distribution of the Shares by the Underwriters. The Company will promptly prepare and file with the Commission, and promptly notify you of the filing of, any amendments or supplements to the Registration Statement or Prospectus which may be necessary to correct any statements or omissions, if, at any time when a supplement prospectus relating to the Shares is required to be delivered under the Act, any event shall have occurred as a result of which the Prospectus or any other prospectus relating to the Shares as then in effect would include an amended Prospectus so that the Prospectus as so supplemented or amended will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances existing at the time such Prospectus is delivered to such purchaserunder which they were made, not misleading. If, after In case any Underwriter is required to deliver a prospectus within the public offering nine-month period referred to in Section 10(a)(3) of the Notes by the Underwriter and during such period, the Underwriter shall propose to vary the terms of offering thereof by reason of changes in general market conditions or otherwise, you will advise the Company in writing of the proposed variation, and, if in the opinion either of counsel for the Company or of counsel for the Underwriter such proposed variation requires that the Prospectus be supplemented or amended, the Company will forthwith prepare and file with the Commission a supplement to the Prospectus or an amended Prospectus setting forth such variation. The Company authorizes the Underwriter and all dealers to whom any of the Notes may be sold by the Underwriter to use the Prospectus, as from time to time amended or supplemented, Act in connection with the sale of the Notes 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 CommissionShares, the Company will submit to youprepare promptly upon request, for your informationbut at the expense of such Underwriter, a copy of any post-effective such amendment or amendments to the Registration Statement and any supplement such prospectus or prospectuses as may be necessary to permit compliance with the Prospectus or any amended Prospectus proposed to be filed. (frequirements of Section 10(a)(3) The Company will cooperate, when and as requested by you, in the qualification of the Notes 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 the 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 qualifiedAct. The Company will from time file no amendment or supplement to time, prepare and file such statements, reports, and other documents as are the Registration Statement or may be required to continue such qualifications in effect for so long a period as you may reasonably request for distribution of the Notes. (g) During a period of five years commencing with the date hereof, the Company will furnish Prospectus that shall not previously have been submitted to you copies of all periodic and special reports furnished to stockholders of the Company and of all information, documents and reports filed with 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 its security holders an earnings statement in accordance with Section 11(a) of the Securities Act and Rule 158 thereunder. (i) The Company agrees to pay all costs and expenses incident a reasonable time prior to the performance of its obligations under this Agreement and the Indenture, including all costs and expenses incident (i) the preparation, printing and proposed filing with the Commission and the National Association of Securities Dealers, Inc. ("NASD") of the Registration Statement, any Preliminary Prospectus, the Prospectus and the Form T-1 filed in connection with the Notes (the "Form T-1"), (ii) the furnishing thereof or to the Underwriter 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 Underwriter, (iv) the preparation, printing and filing of all supplements and amendments to the Prospectus referred to in paragraph (d) of this Section 6 and the T-1, (v) the furnishing to which you of the reports and information referred to in paragraph (g) of this Section 6 and (vi) the printing and issuance of the Indenture and the note certificates, including the transfer agent's fees. (j) The Company agrees to reimburse you, for the account of the several Underwriter, for blue sky fees and related disbursements and costs of a legal investment survey (including counsel fees and disbursements and cost of printing memoranda for the Underwriter) paid by or for the account of the Underwriter or its counsel in qualifying the Notes under state securities or blue sky laws, in conducting a legal investment survey and in the review of the offering by the NASD. (k) The Company hereby agrees that, without the prior written consent of the Underwriter, it will not, during the period ending ninety (90) days after the date of the final Prospectus for the public offering, (1) 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 or any securities convertible into or exercisable or exchangeable for Common Stock, or (2) enter into any swap or similar agreement that transfers, in whole or in part, the economic risk of ownership of Common Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise; PROVIDED, HOWEVER, that the foregoing provisions of this paragraph (k) shall not apply to (a) the Notes to be sold to the Underwriter pursuant to this Agreement, and (b) shares of Common Stock issued under the stock option and stock purchase plans of the Company (the "Stock Plans"), including Common Stock issued upon the exercise of options granted under the Stock Plans, all as described through incorporation by reference in the Preliminary Prospectus and (c) shares of Common Stock issued on conversion of the Notes. For purposes of this paragraph (k), a sale, offer, or other disposition shall be deemed to include any sale to an institution which can, following such sale, sell Common Stock to the public in reliance on Rule 144A. (l) 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 Investment Company Act of 1940, as amended, and the rules and regulations thereunder.shall

Further Agreements of the Company. The Company covenants and agrees as follows: (a) The Company will (i) prepare and timely file with the Commission under Rule 424(b) a Prospectus containing information previously omitted at the time of effectiveness of the Registration Statement in reliance on Rule 430A and (ii) not file any amendment to the Registration Statement or supplement to the Prospectus of which you shall not previously have been advised and furnished with a copy or to which you shall have reasonably objected in writing or which is not in compliance with the Securities Act or and the rules and regulations of the CommissionCommission thereunder. (b) The Company will promptly notify the Representatives 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 additional information, (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 action or proceeding for that purpose, (iv) the receipt by the Company of any notification with respect to the suspension of the qualification of the Notes Stock for sale in any jurisdiction, jurisdiction or (v) the receipt by it of notice of the initiation or threatening of any proceeding for such purpose. The Company will make every reasonable effort to prevent the issuance of such a stop order and, if such an order shall at any time be issued, to obtain the withdrawal thereof at the earliest possible moment. (c) 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- 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 youyou 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 during the period in which a prospectus is required by law to be delivered by the Underwriter or dealer, likewise send to you as many additional copies of the Prospectus and as many copies of any supplement to the Prospectus and of any amended Prospectus, filed by the Company with the Commission, as you may reasonably request for the purposes contemplated by the Securities Act. (d) If at any time during the period in which a prospectus is required by law to be delivered by the Underwriter or dealer any event relating to or affecting the Company, or of which the Company shall be advised in writing by you, shall occur as a result of which it is necessary, in the opinion of counsel for the Company or of counsel for the Underwriter, 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 Notes, the Company will forthwith prepare and file with the Commission a supplement to the Prospectus or an amended Prospectus so that the Prospectus as so supplemented or amended will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances existing at the time such Prospectus is delivered to such purchaser, not misleading. If, after the public offering of the Notes by the Underwriter and during such period, the Underwriter shall propose to vary the terms of offering thereof by reason of changes in general market conditions or otherwise, you will advise the Company in writing of the proposed variation, and, if in the opinion either of counsel for the Company or of counsel for the Underwriter such proposed variation requires that the Prospectus be supplemented or amended, the Company will forthwith prepare and file with the Commission a supplement to the Prospectus or an amended Prospectus setting forth such variation. The Company authorizes the Underwriter and all dealers to whom any of the Notes may be sold by the Underwriter to use the Prospectus, as from time to time amended or supplemented, in connection with the sale of the Notes 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 Notes 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 the 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 Notes. (g) During a period of five years commencing with the date hereof, the Company will furnish to you copies of all periodic and special reports furnished to stockholders of the Company and of all information, documents and reports filed with 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 its security holders an earnings statement in accordance with Section 11(a) of the Securities Act and Rule 158 thereunder. (i) The Company agrees to pay all costs and expenses incident to the performance of its obligations under this Agreement and the Indenture, including all costs and expenses incident (i) the preparation, printing and filing with the Commission and the National Association of Securities Dealers, Inc. ("NASD") of the Registration Statement, any Preliminary Prospectus, the Prospectus and the Form T-1 filed in connection with the Notes (the "Form T-1"), (ii) the furnishing to the Underwriter 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 Underwriter, (iv) the preparation, printing and filing of all supplements and amendments to the Prospectus referred to in paragraph (d) of this Section 6 and the T-1, (v) the furnishing to you of the reports and information referred to in paragraph (g) of this Section 6 and (vi) the printing and issuance of the Indenture and the note certificates, including the transfer agent's fees. (j) The Company agrees to reimburse you, for the account of the several Underwriter, for blue sky fees and related disbursements and costs of a legal investment survey (including counsel fees and disbursements and cost of printing memoranda for the Underwriter) paid by or for the account of the Underwriter or its counsel in qualifying the Notes under state securities or blue sky laws, in conducting a legal investment survey and in the review of the offering by the NASD. (k) The Company hereby agrees that, without the prior written consent of the Underwriter, it will not, during the period ending ninety (90) days after the date of the final Prospectus for the public offering, (1) 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 or any securities convertible into or exercisable or exchangeable for Common Stock, or (2) enter into any swap or similar agreement that transfers, in whole or in part, the economic risk of ownership of Common Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise; PROVIDED, HOWEVER, that the foregoing provisions of this paragraph (k) shall not apply to (a) the Notes to be sold to the Underwriter pursuant to this Agreement, and (b) shares of Common Stock issued under the stock option and stock purchase plans of the Company (the "Stock Plans"), including Common Stock issued upon the exercise of options granted under the Stock Plans, all as described through incorporation by reference in the Preliminary Prospectus and (c) shares of Common Stock issued on conversion of the Notes. For purposes of this paragraph (k), a sale, offer, or other disposition shall be deemed to include any sale to an institution which can, following such sale, sell Common Stock to the public in reliance on Rule 144A. (l) 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 Investment Company Act of 1940, as amended, and the rules and regulations thereunder.or

Further Agreements of the Company. The Company covenants and agrees as follows: (a) The Company will (i) prepare and timely file with the Commission under Rule 424(b) a Prospectus containing information previously omitted at the time of effectiveness of the Registration Statement in reliance on Rule 430A and (ii) not file any amendment to the Registration Statement or supplement to the Prospectus of which you shall not previously have been advised and furnished with a copy or to which you shall have reasonably objected in writing or which is not in compliance with the Securities Act or the rules Rules and regulations of the CommissionRegulations. (b) The Company will promptly notify the Representatives 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 additional information, (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 action or proceeding for that purpose, (iv) the receipt by the Company of any notification with respect to the suspension of the qualification of the Notes Stock for sale in any jurisdiction, or (v) the receipt by it of notice of the initiation or threatening of any proceeding for such purpose. The Company will make every reasonable effort to prevent the issuance of such a stop order and, if such an order shall at any time be issued, to obtain the withdrawal thereof at the earliest possible moment. (c) 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- post-effective amendment, if any, to the Registration Statement (together with, in each case, all exhibits thereto unless previously furnished to you), (ii) as promptly as possible and will also deliver to you, 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 during the period in which a prospectus is required by law to be delivered by the Underwriter or dealer, likewise send to you as many additional copies of the Prospectus and as many copies of any supplement for distribution to the Prospectus and of any amended Prospectus, filed by the Company with the Commission, as you may reasonably request for the purposes contemplated by the Securities Act. (d) If at any time during the period in which a prospectus is required by law to be delivered by the Underwriter or dealer any event relating to or affecting the Company, or of which the Company shall be advised in writing by you, shall occur as a result of which it is necessary, in the opinion of counsel for the Company or of counsel for the Underwriter, 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 Notes, the Company will forthwith prepare and file with the Commission a supplement to the Prospectus or an amended Prospectus so that the Prospectus as so supplemented or amended will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances existing at the time such Prospectus is delivered to such purchaser, not misleading. If, after the public offering of the Notes by the Underwriter and during such period, the Underwriter shall propose to vary the terms of offering thereof by reason of changes in general market conditions or otherwise, you will advise the Company in writing of the proposed variation, and, if in the opinion either of counsel for the Company or of counsel for the Underwriter such proposed variation requires that the Prospectus be supplemented or amended, the Company will forthwith prepare and file with the Commission a supplement to the Prospectus or an amended Prospectus setting forth such variation. The Company authorizes the Underwriter and all dealers to whom any of the Notes may be sold by the Underwriter to use the Prospectus, as from time to time amended or supplemented, in connection with the sale of the Notes 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 informationUnderwriters, a copy sufficient number 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 Notes 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 the 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 Notes. (g) During a period of five years commencing with the date hereof, the Company will furnish to you additional conformed copies of all periodic and special reports furnished to stockholders of the Company and of all information, documents and reports filed with 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 its security holders an earnings statement in accordance with Section 11(a) of the Securities Act and Rule 158 thereunder. (i) The Company agrees to pay all costs and expenses incident to the performance of its obligations under this Agreement and the Indenture, including all costs and expenses incident (i) the preparation, printing and filing with the Commission and the National Association of Securities Dealers, Inc. ("NASD") of the Registration Statement, any Preliminary Prospectus, the Prospectus and the Form T-1 filed in connection with the Notes (the "Form T-1"), (ii) the furnishing to the Underwriter 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 Underwriter, (iv) the preparation, printing and filing of all supplements and amendments to the Prospectus referred to in paragraph (d) of this Section 6 and the T-1, (v) the furnishing to you of the reports and information referred to in paragraph (g) of this Section 6 and (vi) the printing and issuance of the Indenture and the note certificates, including the transfer agent's fees. (j) The Company agrees to reimburse you, for the account of the several Underwriter, for blue sky fees and related disbursements and costs of a legal investment survey (including counsel fees and disbursements and cost of printing memoranda for the Underwriter) paid by or for the account of the Underwriter or its counsel in qualifying the Notes under state securities or blue sky laws, in conducting a legal investment survey and in the review of the offering by the NASD. (k) The Company hereby agrees that, without the prior written consent of the Underwriter, it will not, during the period ending ninety (90) days after the date of the final Prospectus for the public offering, (1) 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 or any securities convertible into or exercisable or exchangeable for Common Stock, or (2) enter into any swap or similar agreement that transfers, in whole or in part, the economic risk of ownership of Common Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise; PROVIDED, HOWEVER, that the foregoing provisions of this paragraph (k) shall not apply to (a) the Notes to be sold to the Underwriter pursuant to this Agreement, and (b) shares of Common Stock issued under the stock option and stock purchase plans of the Company (the "Stock Plans"), including Common Stock issued upon the exercise of options granted under the Stock Plans, all as described through incorporation by reference in the Preliminary Prospectus and (c) shares of Common Stock issued on conversion of the Notes. For purposes of this paragraph (k), a sale, offer, or other disposition shall be deemed to include any sale to an institution which can, following such sale, sell Common Stock to the public in reliance on Rule 144A. (l) 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 Investment Company Act of 1940, as amended, and the rules and regulations thereunder.

Further Agreements of the Company. The Company covenants and agrees with the several Underwriters as follows: (a) The Company will (i) prepare use its best efforts to cause the Registration Statement, and timely file with the Commission under Rule 424(b) a Prospectus containing information previously omitted any amendment thereof, if not effective at the time of effectiveness execution of this Agreement, to become effective as promptly as possible. If the Registration Statement has become or becomes effective pursuant to Rule 430A, or filing of the Prospectus is otherwise required under Rule 424(b), the Company will file the Prospectus, properly completed (and in reliance on form and substance reasonably satisfactory to the Underwriters) pursuant to Rule 430A 424(b) within the time period prescribed and will provide evidence satisfactory to the Representatives of such timely filing. The Company will not file the Prospectus, any amended Prospectus, any amendment (including post-effective amendments) to the Registration Statement or any supplement to the Prospectus without (i) advising the Representatives of and, a reasonable time prior to the proposed filing of such amendment or supplement, furnishing the Representatives with copies thereof and (ii) not obtaining the prior consent of the Representatives to such filing. The Company will prepare and file with the Commission, promptly upon the request of the Representatives, any amendment to the Registration Statement or supplement to the Prospectus of which you shall not previously have been advised and furnished with a copy that may be necessary or to which you shall have reasonably objected advisable in writing or which is not in compliance connection with the Securities Act or the rules and regulations distribution of the CommissionShares by the Underwriters and use its best efforts to cause the same to become effective as promptly as possible. (b) The Company will promptly notify advise the Representatives in the event of (i) when the Registration Statement becomes effective, (ii) when any post-effective amendment thereof becomes effective, (iii) of any request by the Commission for any amendment of or supplement to the Registration Statement or for supplement to the Prospectus or for any additional information, (iiiv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement, (iii) Statement or the institution or notice of intended institution threatening of any action or proceeding for that purpose, purpose and (ivv) of the receipt by the Company of any notification with respect to the suspension of the registration, qualification or exemption from registration or qualification of the Notes Shares for sale in any jurisdiction, jurisdiction or (v) the receipt by it of notice of the initiation or threatening of any proceeding for such purpose. The Company will make every reasonable effort use its best efforts to prevent the issuance of any such a stop order or suspension and, if such an order shall at any time be issued, to obtain as soon as possible the withdrawal thereof at the earliest possible momentthereof. (c) The Company will (i) on or before the Closing Date, deliver to you each of the Representatives and to Underwriters' counsel a signed copy of the Registration Statement as originally filed and of each amendment thereto filed prior to the time the Registration Statement becomes effective and, promptly upon the filing thereof, a signed copy of each post- post-effective amendment, if any, to the Registration Statement (together with, in each case, all exhibits thereto unless and to the extent previously furnished to you)the Representatives) and all documents filed by the Company with the Commission under the Exchange Act and deemed to be incorporated by reference into any Preliminary Prospectus or the Prospectus and will also deliver to the Representatives, for distribution to the several Underwriters, a sufficient number of additional conformed copies of each of the foregoing (excluding exhibits) so that one copy of each may be distributed to each Underwriter, (ii) as promptly as possible deliver to youeach of the Representatives and send to the several Underwriters, at such office or offices as you the Representatives may designate, as many copies of the Prospectus as you the Representatives may reasonably request, request and (iii) thereafter from time to time during the period in which a prospectus is required by law to be delivered by the an Underwriter or a dealer, likewise send to you the Underwriters as many additional copies of the Prospectus and as many copies of any supplement to the Prospectus and of any amended Prospectus, filed by the Company with the Commission, as you the Representatives may reasonably request for the purposes contemplated by the Securities Act. (d) If at any time during the period in which a prospectus is required by law to be delivered by the an Underwriter or a dealer any event relating to or affecting the Company, or of which the Company shall be advised in writing by you, shall occur as a result of which it is necessary, in the opinion of counsel for the Company or of counsel for the Underwriter, necessary to supplement or amend the Prospectus in order to make the Prospectus not misleading or so that the Prospectus will not omit to state a material fact necessary to be stated therein, in the light of the circumstances existing each case at the time it the Prospectus is delivered to a purchaser of the NotesShares, or if it shall be necessary to amend or to supplement the Prospectus to comply with the Securities Act or the Rules and Regulations, the Company will forthwith prepare and file with the Commission a supplement to the Prospectus or an amended Prospectus so that the Prospectus as so supplemented or amended will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in therein not misleading and so that it then will otherwise comply with the light of Securities Act and the circumstances existing at the time such Prospectus is delivered to such purchaser, not misleadingRules and Regulations. If, after the public offering of the Notes Shares by the Underwriter Underwriters commences and during such period, the Underwriter shall Underwriters propose to vary the terms of offering thereof by reason of changes in general market conditions or otherwise, you the Representatives will advise the Company in writing of the proposed variationvariation and if, and, if in the opinion either of counsel for the Company or of counsel for the Underwriter Underwriters, such proposed variation requires that the Prospectus be supplemented or amended, the Company will forthwith prepare and file with the Commission a supplement to the Prospectus or an amended Prospectus setting forth such variation. The Company authorizes the Underwriter Underwriters and all dealers to whom any of the Notes Shares may be sold by the Underwriter Underwriters to use the Prospectus, as from time to time so amended or supplemented, in connection with the sale of the Notes Shares in accordance with the applicable provisions of the Securities Act and the applicable rules Rules and regulations thereunder Regulations 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 cooperate with the Representatives and as requested by you, Underwriters' counsel in the qualification or registration of the Notes Shares for offer and sale under the securities or blue sky laws of such jurisdictions as you the Representatives may designate and, if applicable, in connection with exemptions from such qualification or registration and, during the period in which a prospectus Prospectus is required by law to be delivered by the an Underwriter or a dealer, in keeping such qualifications qualifications, registrations and exemptions in good standing under said securities or blue sky lawseffect; PROVIDEDprovided, HOWEVERhowever, that the Company shall not be obligated to file any general consent to service of process or to qualify to do business as a foreign corporation in any jurisdiction in which it is not so qualified. The Company will will, from time to time, prepare and file such statements, reports, reports and other documents as are or may be required to continue such qualifications qualifications, registrations and exemptions in effect for so long a period as you the Representatives may reasonably request for the distribution of the NotesShares. (gf) During a period of five years commencing with the date hereofof this Agreement, the Company will promptly furnish to you the Representatives and to each Underwriter who may so request in writing copies of (i) all periodic and special reports furnished by it to stockholders shareholders of the Company and of Company, (ii) all information, documents and reports filed by it with the Commission, Nasdaq National Market, any securities exchange or the NASD, (iii) all press releases and material news items or articles in respect of the Company, its products or affairs released or prepared by the Company (other than promotional and marketing materials disseminated solely to customers and potential customers of the Company in the ordinary course of business) and (iv) any additional information concerning the Company or its business which the Representatives may reasonably request. (hg) Not As soon as practicable, but not later than the 45th day following the end of the fiscal quarter first occurring ending after the first anniversary of the Effective Date, the Company will make generally available to its security securities holders and furnish to the Representatives an earnings statement or statements in accordance with Section 11(a) of the Securities Act and Rule 158 thereunder. (ih) The Company agrees that, without Xxx Xxxxxx & Company's prior written consent, the Company will not, and will not allow the Holders to, in each case directly or indirectly, issue, sell, offer, contract to pay all costs and expenses incident sell, grant any option to purchase or otherwise dispose of any shares of Common Stock, or any securities convertible into, exchangeable for or exercisable for Common Stock or any rights to purchase or acquire Common Stock, for a period of 180 days following the performance date of its obligations under this Agreement and the IndentureAgreement, including all costs and expenses incident excluding only (i) the preparation, printing and filing with the Commission and the National Association of Securities Dealers, Inc. ("NASD") sale of the Registration Statement, any Preliminary Prospectus, Shares to be sold to the Prospectus and the Form T-1 filed in connection with the Notes (the "Form T-1")Underwriters pursuant to this Agreement, (ii) the furnishing grant of options to purchase Common Stock (provided that none of such options are or become exercisable during such 180-day period) or the Underwriter issuance of copies shares of any Preliminary Common Stock upon the exercise in accordance with of options previously granted under the Company's presently authorized stock option plans as described in the Prospectus and or in documents incorporated therein, or upon the exercise in accordance with their terms of previously granted warrants which are described in the several Prospectus or in documents required by paragraph (c) of this Section 6 to be so furnishedincorporated therein, (iii) securities issued in future acquisitions accounted for as a purchase (provided that each recipient of such acquisition securities enters into and delivers to Xxx Xxxxxx & Company a lock-up agreement of the printing kind described in Section 1(s) of this Agreement Agreement, but with a 180-day period beginning on the date of such acquisition), and related documents delivered to the Underwriter, (iv) securities issued in future acquisitions accounted for as a pooling of interests (provided that each recipient of such acquisition securities agrees not to dispose of such securities in such a manner or at such a time as would disqualify the preparation, printing transaction for pooling-of-interests accounting treatment). (i) The Company will establish and filing of maintain all supplements financial control and amendments to the Prospectus referred to in paragraph (d) of this Section 6 and the T-1, (v) the furnishing to you of the reports and information referred to in paragraph (g) of this Section 6 and (vi) the printing and issuance of the Indenture and the note certificatesfinancial reporting systems customary for well-established public companies, including the transfer agent's feesbut not limited to adequate management information and reporting systems, and will employ and maintain, with adequate staffing levels at headquarters and at each functional division, and at each level of responsibility, an employee staff of well trained and highly qualified financial professionals. (j) The Company agrees to reimburse you, for will apply the account of net proceeds from the several Underwriter, for blue sky fees and related disbursements and costs of a legal investment survey (including counsel fees and disbursements and cost of printing memoranda for the Underwriter) paid offering received by or for the account of the Underwriter or its counsel in qualifying the Notes under state securities or blue sky laws, in conducting a legal investment survey and it in the review manner set forth under the caption "Use of Proceeds" in the offering by the NASDProspectus. (k) The Company hereby agrees thatwill, without the prior written consent and at all times for a period of the Underwriter, it will not, during the period ending ninety (90) days at least five years after the date of the final Prospectus for the public offering, (1) 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 or any securities convertible into or exercisable or exchangeable for Common Stock, or (2) enter into any swap or similar agreement that transfers, in whole or in part, the economic risk of ownership of Common Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise; PROVIDED, HOWEVER, that the foregoing provisions of this paragraph (k) shall not apply to (a) the Notes to be sold to the Underwriter pursuant to this Agreement, and (b) shares of unless such securities are then listed on a national securities exchange, use its best efforts to cause the Common Stock issued under (including the stock option Shares) to be included for quotation on the Nasdaq National Market, and stock purchase plans the Company will comply with all registration, filing, reporting and other requirements of the Company (Exchange Act, the "Stock Plans")national securities exchange, including Common Stock issued upon and the exercise of options granted under the Stock Plans, all as described through incorporation by reference in the Preliminary Prospectus and (c) shares of Common Stock issued on conversion of the Notes. For purposes of this paragraph (k), a sale, offer, or other disposition shall Nasdaq National Market which may from time to time be deemed to include any sale to an institution which can, following such sale, sell Common Stock applicable to the public in reliance on Rule 144A.Company. (l) The Company is familiar will use its best efforts to maintain insurance of the types and in the amounts which it deems adequate for its business consistent with insurance coverage maintained by companies of similar size and engaged in similar businesses including, but not limited to, general liability insurance covering all real and personal property owned or leased by the Company against theft, damage, destruction, acts of vandalism and all other risks customarily insured against. (m) In accordance with the Investment Warrant Agreement, which the Company Act has executed and delivered, the Company agrees, upon its receipt of 1940, the purchase price therefor (as amended, and has specified in the past conducted its affairsWarrant Agreement), to deliver to Xxx Xxxxxx & Company and will Xxxxxxx Xxxxxx Xxxxx Inc. (individually and not as the Representatives of the Underwriters) on the Closing Date and simultaneously with completion of the purchase and sale of the Firm Shares, Warrants (in the future conduct its affairsform attached as Exhibit A to the Warrant Agreement) representing the right to purchase 112,500 shares of Common Stock at a price equal to 120% of the offering price per share to the public as set forth or to be set forth on the Cover Page of the Prospectus or in the Term Sheet. (n) The Company will issue no press release prior to or within 70 days after the Closing Date without the Representatives' prior written consent. (o) Within a reasonable time after the Closing Date, in such a manner not to ensure that exceed 90 days, the Company was not shall supply to the Representatives and will not the Underwriters' counsel, at the Company's cost, such number of bound volumes as may be an "investment company" or a company "controlled" reasonably requested by an "investment company" within such counsel each containing all material documents relating to the meaning offering of the Investment Company Act of 1940, as amended, and the rules and regulations thereunderShares.

Further Agreements of the Company. The Company covenants and agrees as follows: (a) The Company will (i) prepare and timely file with the Commission under Rule 424(b) a Prospectus containing information previously omitted at the time of effectiveness of the Registration Statement in reliance on Rule 430A and (ii) not file any amendment to the Registration Statement or supplement to the Prospectus of which you shall not previously have been advised and furnished with a copy or to which you shall have reasonably objected in writing or which is not in compliance with the Securities Act or the rules and regulations of the Commission. (b) The Company will promptly notify the Representatives 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 additional information, (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 action or proceeding for that purpose, (iv) the receipt by the Company of any notification with respect to the suspension of the qualification of the Notes Stock for sale in any jurisdiction, or (v) the receipt by it of notice of the initiation or threatening of any proceeding for such purpose. The Company will make every reasonable effort to prevent the issuance of such a stop order and, if such an order shall at any time be issued, to obtain the withdrawal thereof at the earliest possible moment. (c) 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- 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 youyou 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 during the period in which a prospectus is required by law to be delivered by the an Underwriter or dealer, likewise send to you the Underwriters as many additional copies of the Prospectus and as many copies of any supplement to the Prospectus and of any amended Prospectusprospectus, filed by the Company with the Commission, as you may reasonably request for the purposes contemplated by the Securities Act. (d) If at any time during the period in which a prospectus is required by law to be delivered by the an Underwriter or dealer any event relating to or affecting the Company, or of which the Company shall be advised in writing by you, shall occur as a result of which it is necessary, in the opinion of counsel for the Company or of counsel for the UnderwriterUnderwriters, 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 NotesStock, the Company will forthwith prepare and file with the Commission a supplement to the Prospectus or an amended Prospectus prospectus so that the Prospectus as so supplemented or amended will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances existing at the time such Prospectus is delivered to such purchaser, not misleading. If, after the initial public offering of the Notes Stock by the Underwriter Underwriters and during such periodperiod referred to above, the Underwriter Underwriters shall propose to vary the terms of the offering thereof by reason of changes in general market conditions or otherwise, you will advise the Company in writing of the proposed variation, and, if in the opinion either of counsel for the Company or of counsel for the Underwriter Underwriters such proposed variation requires that the Prospectus be supplemented or amended, the Company will forthwith prepare and file with the Commission a supplement to the Prospectus or an amended Prospectus prospectus setting forth such variation. The Company authorizes the Underwriter Underwriters and all dealers to whom any of the Notes Stock may be sold by the Underwriter several Underwriters to use the Prospectus, as from time to time amended or supplemented, in connection with the sale of the Notes Stock in accordance with the applicable provisions of the Securities Act and the applicable rules Rules and regulations thereunder Regulations 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 prospectus proposed to be filed. (f) The Company will cooperate, when and as requested by you, in the qualification of the Notes Stock for offer and sale under the securities or blue sky Blue Sky laws of such jurisdictions as you may designate and, during the period in which a prospectus is required by law to be delivered by the 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 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 NotesStock. (g) During a period of five years commencing with the date hereof, the Company will furnish to you 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 its security holders an earnings statement in accordance with Section 11(a) of the Securities Act and Rule 158 thereunder. (i) The Company agrees to pay all costs and expenses incident to the performance of its obligations under this Agreement and the IndentureAgreement, including all costs and expenses incident incident to (i) the preparation, printing and filing with the Commission and the National Association of Securities Dealers, Inc. ("NASD") of the Registration Statement, any Preliminary Prospectus, the Prospectus and the Form T-1 filed in connection with the Notes (the "Form T-1")Prospectus, (ii) the filing fee of the NASD, (iii) the furnishing to the Underwriter Underwriters of copies of any Preliminary Prospectus and of the several documents required by paragraph (c) of this Section 6 to be so furnished, (iiiiv) the printing of this Agreement and related documents delivered to the UnderwriterUnderwriters, (ivv) the Company preparation, printing and filing of all supplements and amendments to the Prospectus referred to in paragraph (d) of this Section 6 and the T-16, (vvi) the furnishing to you and the Underwriters of the reports and information referred to in paragraph (g) of this Section 6 and (vivii) the printing and issuance of the Indenture and the note stock certificates, including the transfer agent's fees. (j) The Company agrees to reimburse you, for the account of the several UnderwriterUnderwriters, for blue sky fees and related disbursements and costs of a legal investment survey (including reasonable counsel fees and disbursements and cost of printing memoranda for the UnderwriterUnderwriters) paid by or for the account of the Underwriter Underwriters or its their counsel in qualifying the Notes Stock under state securities or blue sky laws, in conducting a legal investment survey laws and in the review of the offering by the NASD. (k) The provisions of paragraphs (i) and (j) of this Section are intended to relieve the Underwriters from the payment of the expenses and costs which the Company hereby agrees to pay and shall not affect any agreement which the Company may make, or may have made, for the sharing of any such expenses and costs. Except as provided in paragraphs (i) and (j) of this Section 6, the Underwriters shall pay all of their own expenses, including the fees and disbursements of their counsel (excluding those related to qualification, registration or exemption under the Blue Sky laws, the Blue Sky memorandum and the NASD review referred to above). (l) The Company hereby agrees that, without the prior written consent of Xxxxxxxxx & Xxxxx LLC on behalf of the UnderwriterUnderwriters, it the Company will not, during for a period of 180 days following the period ending ninety (90) days after the date commencement of the final Prospectus for public offering of the public offeringStock by the Underwriters, directly or indirectly, (1i) sell, offer, pledge, sell, contract to sell, make any short sale, pledge, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, purchase or otherwise transfer or dispose of, directly or indirectly, of any shares of Common Stock or any securities convertible into or exchangeable or exercisable for or exchangeable for any rights to purchase or acquire Common Stock, Stock or (2ii) enter into any swap or similar other agreement that transfers, in whole or in part, any of the economic risk of consequences or ownership of Common Stock, whether any such transaction described in clause (1i) or (2ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise; PROVIDED, HOWEVER, that the . The foregoing provisions of this paragraph (k) sentence shall not apply to (aA) the Notes Stock to be sold to the Underwriter Underwriters pursuant to this Agreement, and (bB) shares of Common Stock issued under the stock option and stock purchase plans of by the Company (the "Stock Plans"), including Common Stock issued upon the exercise of options granted under the Stock stock option plans of the Company (the "Option Plans") or upon the exercise of warrants outstanding as of the date hereof, all as described through incorporation by reference under the caption "Capitalization" in the Preliminary Prospectus Prospectus, and (cC) shares of options to purchase Common Stock issued on conversion granted under the Option Plans. (m) If at any time during the 25-day period after the Registration Statement becomes effective any rumor, publication or event relating to or affecting the Company shall occur as a result of which in your opinion the market price for the Stock has been or is likely to be materially adversely affected (regardless of whether such rumor, publication or event necessitates a supplement to or amendment of the Notes. For purposes of this paragraph (kProspectus), the Company will, after written notice from you advising the Company to the effect set forth above and subject to the reasonable advice of its counsel, forthwith prepare, consult with you concerning the substance of, and disseminate a sale, offer, press release or other disposition shall be deemed public statement, reasonably satisfactory to include any sale you, responding to an institution which canor commenting on such rumor, following such sale, sell Common Stock to the public in reliance on Rule 144A. (l) 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" publication or a company "controlled" by an "investment company" within the meaning of the Investment Company Act of 1940, as amended, and the rules and regulations thereunderevent.

Further Agreements of the Company. The Company covenants and agrees with the several Underwriters as follows: (a) The Company will use its best efforts to cause the Registration Statement, and any amendment thereof, if not effective at the time of execution of this Agreement, to become effective as promptly as possible. If the Registration Statement has become or becomes effective pursuant to Rule 430A, or filing of the Prospectus is otherwise required under Rule 424(b), the Company will file the Prospectus, properly completed (and in form and substance reasonably satisfactory to the Underwriters) pursuant to Rule 424(b) within the time period prescribed and will provide evidence satisfactory to the Representative of such timely filing. The Company will not file the Prospectus, any amended Prospectus, any amendment (including post-effective amendments) to the Registration Statement or any supplement to the Prospectus without (i) advising the Representative of and, a reasonable time prior to the proposed filing of such amendment or supplement, furnishing the Representative with copies thereof and (ii) obtaining the prior consent of the Representative to such filing. If, in the judgment of the Company, it becomes necessary to amend or supplement the Prospectus, the Company will prepare and timely file with the Commission under Rule 424(b) a Prospectus containing information previously omitted at the time of effectiveness of the Registration Statement in reliance on Rule 430A and (ii) not file any amendment to the Registration Statement or supplement to the Prospectus of which you shall not previously have been advised and furnished with a copy that may be necessary or to which you shall have reasonably objected advisable in writing or which is not in compliance connection with the Securities Act or the rules and regulations distribution of the CommissionShares by the Underwriters and use its best efforts to cause the same to become effective as promptly as possible. (b) The Company will promptly notify advise the Representatives in the event of Representative (i) when the Registration Statement becomes effective, (ii) when any post-effective amendment thereof becomes effective, (iii) of any request by the Commission for any amendment of or supplement to the Registration Statement or for supplement to the Prospectus or for any additional information, (iiiv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement, (iii) Statement or the institution or notice of intended institution threatening of any action or proceeding for that purpose, purpose and (ivv) of the receipt by the Company of any notification with respect to the suspension of the registration, qualification or exemption from registration or qualification of the Notes Shares for sale in any jurisdiction, jurisdiction or (v) the receipt by it of notice of the initiation or threatening of any proceeding for such purpose. The Company will make every reasonable effort use its best efforts to prevent the issuance of any such a stop order or suspension and, if such an order shall at any time be issued, to obtain as soon as possible the withdrawal thereof at the earliest possible momentthereof. (c) The Company will (i) on or before the Closing Date, deliver to you the Representative and to Underwriters' counsel a signed copy of the Registration Statement as originally filed and of each amendment thereto filed prior to the time the Registration Statement becomes effective and, promptly upon the filing thereof, a signed copy of each post- post-effective amendment, if any, to the Registration Statement (together with, in each case, all exhibits thereto unless and to the extent previously furnished to you)the Representative) and all documents filed by the Company with the Commission under the Exchange Act and deemed to be incorporated by reference into any Preliminary Prospectus or the Prospectus and will also deliver to the Representative, for distribution to the several Underwriters, a sufficient number of additional conformed copies of each of the foregoing (excluding exhibits) so that one copy of each may be distributed to each Underwriter, (ii) as promptly as possible deliver to youthe Representative and send to the several Underwriters, at such office or offices as you the Representative may designate, as many copies of the Prospectus as you the Representative may reasonably request, request and (iii) thereafter from time to time during the period in which a prospectus is required by law to be delivered by the Underwriter or dealeran Underwriter, likewise send to you the Underwriters as many additional copies of the Prospectus and as many copies of any supplement to the Prospectus and of any amended Prospectus, filed by the Company with the Commission, as you the Representative may reasonably request for the purposes contemplated by the Securities Act. (d) If If, in the judgment of the Company, at any time during the period in which a prospectus is required by law to be delivered by the an Underwriter or dealer any event relating to or affecting the Company, or of which the Company shall be advised in writing by you, shall occur as a result of which it is necessary, in the opinion of counsel for the Company or of counsel for the Underwriter, necessary to supplement or amend the Prospectus in order to make the Prospectus not misleading or so that the Prospectus will not omit to state a material fact necessary to be stated therein, in the light of the circumstances existing each case at the time it the Prospectus is delivered to a purchaser of the NotesShares, or if it shall be necessary to amend or to supplement the Prospectus to comply with the Securities Act or the Rules and Regulations, the Company will forthwith prepare and file with the Commission a supplement to the Prospectus or an amended Prospectus so that the Prospectus as so supplemented or amended will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in therein not misleading and so that it then will otherwise comply with the light of Securities Act and the circumstances existing at the time such Prospectus is delivered to such purchaser, not misleadingRules and Regulations. If, after the public offering of the Notes Shares by the Underwriter Underwriters commences and during such period, the Underwriter shall Underwriters propose to vary the terms of offering thereof by reason of changes in general market conditions or otherwise, you the Representative will advise the Company in writing of the proposed variationvariation and if, and, if in the opinion either of counsel for the Company or of counsel for the Underwriter Underwriters, such proposed variation requires that the Prospectus be supplemented or amended, the Company will forthwith prepare and file with the Commission a supplement to the Prospectus or an amended Prospectus setting forth such variation. The Company authorizes the Underwriter Underwriters and all dealers to whom any of the Notes Shares may be sold by the Underwriter Underwriters to use the Prospectus, as from time to time so amended or supplemented, in connection with the sale of the Notes Shares in accordance with the applicable provisions of the Securities Act and the applicable rules Rules and regulations thereunder Regulations 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 cooperate with the Representative's and as requested by you, Underwriters' counsel in the qualification or registration of the Notes Shares for offer and sale under the securities or blue sky laws of such jurisdictions as you the Representative may designate and, if applicable, in connection with exemptions from such qualification or registration and, during the period in which a prospectus Prospectus is required by law to be delivered by the an Underwriter or a dealer, in keeping such qualifications qualifications, registrations and exemptions in good standing under said securities or blue sky lawseffect; PROVIDEDprovided, HOWEVERhowever, that the Company shall not be obligated to file any general consent to service of process or to qualify to do business as a foreign corporation in any jurisdiction in which it is not so qualified. The Company will will, from time to time, prepare and file such statements, reports, reports and other documents as are or may be required to continue such qualifications qualifications, registrations and exemptions in effect for so long a period as you the Representative may reasonably request for the distribution of the NotesShares. (gf) During a period of five years commencing with the date hereofof this Agreement, the Company will promptly furnish to you the Representative and to each Underwriter who may so request in writing copies of (i) all periodic and special reports furnished by it to stockholders shareholders of the Company and of Company, (ii) all information, documents and reports filed by it with the Commission, the Nasdaq National Market, any securities exchange or the NASD, (iii) all material press releases and material news items or articles in respect of the Company, its products or affairs released or prepared by the Company (other than promotional and marketing materials disseminated solely to customers and potential customers of the Company in the ordinary course of business) and (iv) any additional information concerning the Company or its business which the Representative may reasonably request. (hg) Not As soon as practicable, but not later than the 45th day following the end of the fiscal quarter first occurring ending after the first anniversary of the Effective Date, the Company will make generally available to its security securities holders and furnish to the Representative an earnings statement or statements in accordance with Section 11(a) of the Securities Act and Rule 158 thereunder. (h) The Company agrees that, without Wedbush's prior written consent, the Company will not, and to the extent it has any ability to control the actions of Holders, will not allow the Holders to, in each case directly or indirectly, offer, sell, grant any option to purchase, contract to sell, or otherwise sell or dispose of any shares of Common Stock, or any securities convertible into or exchangeable for shares of Common Stock for a period of 180 days following the date of this Agreement, excluding only (i) the sale of the Shares to be sold to the Underwriters pursuant to this Agreement and (ii) the grant by the Company of options to purchase Common Stock (provided that none of such options are or become exercisable during such 180-day period) or the issuance by the Company of shares of Common Stock upon the exercise in accordance with options previously granted under the Company's presently authorized stock option plans as described in the Prospectus or in documents incorporated therein, or upon the exercise in accordance with their terms of previously granted warrants which are described in the Prospectus or in documents incorporated therein. (i) The Company agrees to pay will establish and maintain all costs financial control and expenses incident to the performance of its obligations under this Agreement and the Indenturefinancial reporting systems customary for well-established public companies, including all costs but not limited to adequate management information and expenses incident (i) the preparationreporting systems, printing and filing will employ and maintain, with the Commission adequate staffing levels at headquarters and the National Association at each significant Subsidiary or significant functional division, and at each level of Securities Dealersresponsibility, Inc. ("NASD") an employee staff of the Registration Statement, any Preliminary Prospectus, the Prospectus well trained and the Form T-1 filed in connection with the Notes (the "Form T-1"), (ii) the furnishing to the Underwriter 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 Underwriter, (iv) the preparation, printing and filing of all supplements and amendments to the Prospectus referred to in paragraph (d) of this Section 6 and the T-1, (v) the furnishing to you of the reports and information referred to in paragraph (g) of this Section 6 and (vi) the printing and issuance of the Indenture and the note certificates, including the transfer agent's feeshighly qualified financial professionals. (j) The Company agrees to reimburse you, for will apply the account of net proceeds from the several Underwriter, for blue sky fees and related disbursements and costs of a legal investment survey (including counsel fees and disbursements and cost of printing memoranda for the Underwriter) paid offering received by or for the account of the Underwriter or its counsel in qualifying the Notes under state securities or blue sky laws, in conducting a legal investment survey and it in the review manner set forth under the caption "Use of Proceeds" in the offering by the NASDProspectus. (k) The Company hereby agrees thatwill, and at all times for a period of at least five years after the date of this Agreement, unless such securities are then listed on a national securities exchange, use its best efforts to cause the Common Stock (including the Shares) to be included for listing on the Nasdaq National Market, and the Company will comply with all registration, filing, reporting and other requirements within its control of the Exchange Act and the Nasdaq National Market which may from time to time be applicable to the Company. (l) The Company will use commercially reasonable efforts to maintain insurance of the types and in the amounts which it deems adequate for its business consistent with insurance coverage maintained by companies of similar size and engaged in similar businesses including, but not limited to, general liability insurance covering all real and personal property owned or leased by the Company against theft, damage, destruction, acts of vandalism and all other risks customarily insured against. (m) The Company will issue no press release prior to the purchase by the Underwriters of all of the Option Shares or within 45 days after the Closing Date, whichever is earlier, without prior consultation with Wedbush with respect to the contents thereof. (n) Within 90 days of the Closing Date, the Company will furnish the Representative with four bound volumes which shall be standard for an underwriting transaction of the type contemplated by this Agreement. (o) The Company will comply in all material respects with the provisions of the undertakings contained in the Registration Statement. (p) The Company has not and will not, without the prior written consent of the UnderwriterRepresentative, it will not, during seek any exemption from the period ending ninety (90) days after requirements for inclusion on the date of the final Prospectus for the public offering, (1) 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 or any securities convertible into or exercisable or exchangeable for Common Stock, or (2) enter into any swap or similar agreement that transfers, in whole or in part, the economic risk of ownership of Common Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise; PROVIDED, HOWEVER, that the foregoing provisions of this paragraph (k) shall not apply to (a) the Notes to be sold to the Underwriter pursuant to this Agreement, and (b) shares of Common Stock issued under the stock option and stock purchase plans of the Company (the "Stock Plans"), including Common Stock issued upon the exercise of options granted under the Stock Plans, all as described through incorporation by reference in the Preliminary Prospectus and (c) shares of Common Stock issued on conversion of the Notes. For purposes of this paragraph (k), a sale, offer, or other disposition shall be deemed to include any sale to an institution which can, following such sale, sell Common Stock to the public in reliance on Rule 144A.Nasdaq National Market. (lq) The Company is familiar will take all steps necessary to comply 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 requirements of the Investment Company Act NASD in connection with the issuance and sale of 1940, as amended, and the rules and regulations thereunderShares.

Further Agreements of the Company. The Company covenants and agrees as follows: (a) The Company will (i) prepare and timely file with the Commission under Rule 424(b) a Prospectus containing information previously omitted at the time of effectiveness of the Registration Statement in reliance on Rule 430A and (ii) not file any pre-effective or post-effective amendment to the Registration Statement or supplement to the Prospectus of which you shall not previously have been advised and furnished with a copy or to which you shall have reasonably objected in writing or which is not in compliance with the Securities Act or the rules and regulations of the Commission. (b) The Company will promptly notify advise the Representatives in the event of promptly, (i) when any amendment to the Registration Statement has been filed or becomes effective, (ii) when any supplement to the Prospectus or any amended Prospectus has been filed and to furnish the Representatives with copies thereof, (iii) of any request by the Commission for any amendment of to the Registration Statement or for any amendment or supplement to the Prospectus or for any additional information, (iiiv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement, (iii) the institution Statement or notice of intended institution of any action order preventing or suspending the use of any preliminary prospectus or the Prospectus or the initiation or threatening of any proceeding for that purpose, and (ivv) of the receipt by the Company of any notification with respect to the any suspension of the qualification of the Notes Shares for offer and sale in any jurisdiction, jurisdiction or (v) the receipt by it of notice of the initiation or threatening of any proceeding for such purpose. The Company will make every ; and to use commercially reasonable effort efforts to prevent the issuance of any such a stop order, or of any order preventing or suspending the use of any preliminary prospectus or the Prospectus, or of any order suspending any such qualification of the Shares, or notification of any such order thereof and, if such an order shall at any time be issued, to obtain as soon as possible the withdrawal thereof at the earliest possible momentthereof. (c) The Company will (i) on or before the Closing Date, deliver to you a signed copy five copies of the Registration Statement as originally filed and of each amendment thereto filed prior to and including the time the Registration Statement becomes effective and, promptly upon the filing thereof, a signed copy of each post- post-effective amendment, if any, to the Registration Statement (together with, in each case, all exhibits thereto unless previously furnished to you), (ii) as promptly as possible deliver to youyou 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 during the period in which a prospectus is required by law to be delivered by the an Underwriter or dealer, likewise send to you the Underwriters as many additional copies of the Prospectus and as many copies of any supplement to the Prospectus and of any amended Prospectusprospectus, filed by the Company with the Commission, as you may reasonably request for the purposes contemplated by the Securities Act. (d) If If, at any time during the period in which a prospectus is required by law to be delivered by the an Underwriter or dealer dealer, any event relating to or affecting the Company, or of which the Company shall be advised in writing by you, shall occur as a result of which it is necessary, in the opinion of counsel for the Company or of counsel for the UnderwriterUnderwriters, 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 NotesShares, the Company will forthwith prepare and file with the Commission a supplement to the Prospectus or an amended Prospectus prospectus so that the Prospectus as so supplemented or amended will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances existing at the time such Prospectus is delivered to such purchaser, not misleading. If, after the public offering of the Notes by the Underwriter and during such period, the Underwriter shall propose to vary the terms of offering thereof by reason of changes in general market conditions or otherwise, you will advise the Company in writing of the proposed variation, and, if in the opinion either of counsel for the Company or of counsel for the Underwriter such proposed variation requires that the Prospectus be supplemented or amended, the Company will forthwith prepare and file with the Commission a supplement to the Prospectus or an amended Prospectus setting forth such variation. The Company authorizes the Underwriter Underwriters and all dealers to whom any of the Notes Shares may be sold by the Underwriter several Underwriters to use the Prospectus, as from time to time amended or supplemented, in connection with the sale of the Notes Shares for so long as required by the Securities Act and in accordance with the applicable provisions of the Securities Act and the applicable rules and regulations thereunder thereunder, for such period; provided that if any Underwriter or dealer is required to deliver a prospectus in connection with the sale of the Shares at any time nine months or more after the date of the Prospectus, such supplements, amendments, filing and delivery shall be at the expense of such Underwriter or dealer. (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 Notes Shares for offer and sale under the securities or blue sky laws of such jurisdictions as you may designate and, during the period in which a prospectus is required by law to be delivered by the an Underwriter or dealer, in keeping such qualifications in good standing under said securities or blue sky laws; PROVIDEDprovided, HOWEVERhowever, that the Company shall not be obligated to file any general consent to service of process or to qualify as a foreign corporation in any jurisdiction in which it is not so qualifiedqualified or where it would be subject to taxation as a foreign corporation. The Company will 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 NotesShares. (gf) During a period of five years commencing with the date hereof, the The Company will furnish agrees to you copies of all periodic and special reports furnished to stockholders of the Company and of all information, documents and reports filed with 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 its security holders and the Representatives as soon as practicable, an earnings statement in accordance with that satisfies the provisions of Section 11(a) of the Securities Act and Rule 158 thereunderof the Commission promulgated thereunder covering a period of at least twelve months beginning with the first fiscal quarter of the Company occurring after the "effective date" (as defined in Rule 158) of the Registration Statement. (ig) The Company agrees to pay all costs and expenses incident to the performance of its obligations under this Agreement, whether or not the transactions contemplated in this Agreement and the Indentureare consummated or this Agreement is terminated, including all costs and expenses incident incident to (i) the fees, disbursements and expenses of the Company's counsel and the Company's accountants in connection with the preparation, printing and filing with the Commission and the National Association of Securities Dealers, Inc. ("NASD") of the Registration Statement, any Preliminary preliminary prospectus and the Prospectus, the Prospectus and the Form T-1 filed in connection with the Notes (the "Form T-1")including all printing costs associated therewith, (ii) the furnishing to the Underwriter Underwriters of copies of any Preliminary Prospectus preliminary prospectus and of the several documents required by paragraph (cSection 6(c) of this Section 6 to be so furnished, (iii) the printing of this Agreement and related documents delivered to the Underwriter, (iv) the preparation, printing and filing of all supplements and amendments to the Prospectus referred to in paragraph Section6(d), (d) iv)the listing of this Section 6 and the T-1Shares on the New York Stock Exchange, (v) the furnishing making generally available to you of the reports and information referred to in paragraph (g) of this Section 6 and Section6(f), (vi) the transfer and delivery of the Shares to the Underwriters, including any transfer or other taxes payable thereon and the printing and issuance of the Indenture and the note share certificates, including the any fees of any transfer agent's fees, registrar or depositary, (vii) the investor presentations on any "road show" undertaken in connection with the marketing of the offering of the Shares, including without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company, travel and lodging expenses of the representatives and officers of the Company and any such consultants, and the cost of any aircraft chartered in connection with the road show and (viii) all other costs and expenses incident to the performance of the obligations of the Company hereunder for which provision is not otherwise made in this Section 6. Except as set forth in Sections 6(g) and 6(h), the underwriters pay all of their own fees and expenses, including counsel fees and disbursements (excluding those set forth in Section 6(h)). (jh) The Company agrees to reimburse you, for the account of the several UnderwriterUnderwriters, for blue sky fees and related disbursements and costs of a legal investment survey (including reasonable counsel fees and disbursements and cost of printing memoranda for the Underwriterdisbursements) paid by or for the account of the Underwriter Underwriters or its their counsel in qualifying the Notes Shares under state securities or blue sky laws, in conducting a legal investment survey laws and in the review and qualification of the offering by the National Association of Securities Dealers, Inc. (the "NASD"). (ki) The Company hereby agrees that, without the prior written consent of J.P. Morgan Securities Inc. on behalf of the UnderwriterUnderwriters, it will the Compaxx xxxx not, during (i) for a period of 180 days from the period ending ninety (90) days after the effective date of the final Prospectus for the public offeringRegistration Statement, (1) directly or indirectly, 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, purchase or otherwise transfer or dispose of, directly or indirectly, of any shares of Common Stock Shares or any securities convertible into or exercisable or exchangeable for Common Stock, Shares or (2ii) enter into any swap or similar other agreement that transfers, in whole transfers all or in part, a portion of the economic risk of consequences associated with the ownership of the Common Stock, Shares or such other securities whether any such transaction described in clause (1i) or (2ii) above is to be settled by delivery of Common Stock Shares or such other securities, in cash or otherwise; PROVIDED, HOWEVER, that the . The foregoing provisions of this paragraph (k) sentence shall not apply to (aA) the Notes to be sold sale of any Common Shares to the Underwriter Underwriters pursuant to this the Underwriting Agreement, and (bB) shares the issuance by the Company of Common Stock issued under the stock option and stock purchase plans of the Company (the "Stock Plans"), including Common Stock issued Shares upon the exercise of options granted an option, a warrant or an award or the conversion of a security outstanding on the date of the Prospectus of which the Underwriters have been advised in writing, (C) the issuance by the Company of any option, restricted share units, restricted shares, awards or Common Shares pursuant to the Company's executive share purchase plan, the employee share purchase plan, the equity incentive plan, 401(k) plans and the stock option plan, provided that any Common Shares that may be issued under such plans are subject to the Stock Plans, all as described through incorporation by reference restrictions set forth in the Preliminary Prospectus clause (i) and (cii), and (D) the issuance by the Company of Common Shares or other securities in connection with the acquisition of any business, facilities or other assets, including the issuance of Common Shares or other securities in connection with employment arrangements relating to any such acquisition, provided that the Common Shares issued in connection with any acquisition shall be subject to the restrictions set forth in clause (i) and (ii). (j) The Company agrees to use its best efforts to cause all directors, officers, and the holders of Common Shares listed on Schedule II hereto to (ii) agree that, without the prior written consent of J.P. Morgan Securities Inc. on behalf of the Underwriters, such persxx xx xxxxxy will not, (A) for a period of 180 days from the effective date of the Registration Statement, directly or indirectly, 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 any Common Shares or any securities convertible into or exchangeable for Common Shares or (B) enter into any swap or other agreement that transfers all or a portion of the economic consequences associated with the ownership of the Common Shares or such other securities whether any such transaction described above is to be settled by delivery of Common Shares or such other securities, in cash or otherwise and (ii) agree to waive any rights held by such person or entity to sell shares of Common Stock Shares or any other security issued on conversion of by the Notes. For purposes of this paragraph (k), a sale, offer, Company pursuant to the Registration Statement and any rights to require the Company to register under the Securities Act such Common Shares or other disposition shall be deemed to include any sale to an institution which can, following such sale, sell Common Stock to the public in reliance on Rule 144A. (l) 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 securities issued by the Company was not and will not be an "investment company" or beneficially owned by them for a company "controlled" by an "investment company" within period of 180 days from the meaning effective date of the Investment Company Act of 1940, as amended, and the rules and regulations thereunder.the

Further Agreements of the Company. The Company covenants and agrees with the several Underwriters as follows: (a) The Company will (i) prepare use its best efforts to cause the Registration Statement, and timely file with the Commission under Rule 424(b) a Prospectus containing information previously omitted any amendment thereof, if not effective at the time of effectiveness execution of this Agreement, to become effective as promptly as possible. If the Registration Statement has become or becomes effective pursuant to Rule 430A, or filing of the Prospectus is otherwise required under Rule 424(b), the Company will file the Prospectus, properly completed (and in form and substance reasonably satisfactory to the Underwriters) pursuant to Rule 424(b) within the time period prescribed and will provide evidence satisfactory to the Representative of such timely filing. The Company will not file the Prospectus, any amended Prospectus, any amendment (including post-effective amendments) of the Registration Statement in reliance on Rule 430A and (ii) not file or any amendment to the Registration Statement or supplement to the Prospectus of which you shall not previously have been advised and furnished with a copy or to which you shall have reasonably objected in writing or which is not in compliance with without (i) advising the Securities Act or the rules and regulations Representative of the Commission.proposed filing of such amendment or supplement and, a reasonable time prior to the proposed filing, (b) The Company will promptly notify advise the Representatives in the event of Representative (i) when the Registration Statement becomes effective, (ii) when any post-effective amendment thereof becomes effective, (iii) of any request by the Commission for any amendment of or supplement to the Registration Statement or for supplement to the Prospectus or for any additional information, (iiiv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement, (iii) Statement or the institution or notice of intended institution threatening of any action or proceeding for that purpose, and (ivv) of the receipt by the Company of any notification with respect to the suspension of the registration, qualification or exemption from registration or qualification of the Notes Securities for sale in any jurisdiction, jurisdiction or (v) the receipt by it of notice of the initiation or threatening of any proceeding for such purpose. The Company will make every reasonable effort use its best efforts to prevent the issuance of any such a stop order or suspension and, if such an order shall at any time be issued, to obtain as soon as possible the withdrawal thereof at the earliest possible momentthereof. (c) The Company will (i) on or before the Closing Date, deliver to you the Representative and its counsel a signed copy of the Registration Statement as originally filed and of each amendment thereto filed prior to the time the Registration Statement becomes effective and, promptly upon the filing thereof, a signed copy of each post- post-effective amendment, if any, to the Registration Statement (together with, in each case, all exhibits thereto unless previously furnished to you)the Representative) and will also deliver to the Representative for distribution to the several Underwriters, a sufficient number of additional conformed copies of each of the foregoing (excluding exhibits) so that one copy of each may be distributed to each Underwriter, (ii) as promptly as possible deliver to youthe Representative and send to the several Underwriters, at such office or offices as you the Representative may designate, as many copies of the Prospectus as you the Representative may reasonably request, request and (iii) thereafter from time to time during the period in which a prospectus is required by law to be delivered by the an Underwriter or a dealer, likewise to send to you the Underwriters as many additional copies of the Prospectus and as many copies of any supplement to the Prospectus and of any amended Prospectus, filed by the Company with the Commission, as you the Representative may reasonably request for the purposes contemplated by the Securities Act. (d) If at any time during the period in which a prospectus is required by law to be delivered by the an Underwriter or a dealer any event relating to or affecting the Company, or of which the Company shall be advised in writing by you, shall occur as a result of which it is necessary, in the opinion of counsel for the Company or of counsel for the Underwriter, necessary to supplement or amend the Prospectus in order to make the Prospectus not misleading or so that the Prospectus will not omit to state a material fact necessary to be stated therein, in the light of the circumstances existing each case at the time it the Prospectus is delivered to a purchaser of the NotesSecurities, or if it shall be necessary to amend or to supplement the Prospectus to comply with the Securities Act or the Rules and Regulations, the Company will forthwith prepare and file with the Commission a supplement to the Prospectus or an amended Prospectus so that the Prospectus as so supplemented or amended will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances existing at the time such Prospectus is delivered to such purchaser, not misleading. If, after the public offering of the Notes by the Underwriter and during such period, the Underwriter shall propose to vary the terms of offering thereof by reason of changes in general market conditions or otherwise, you will advise the Company in writing of the proposed variation, and, if in the opinion either of counsel for the Company or of counsel for the Underwriter such proposed variation requires that the Prospectus be supplemented or amended, the Company will forthwith prepare and file with the Commission a supplement to the Prospectus or an amended Prospectus setting forth such variation. The Company authorizes the Underwriter and all dealers to whom any of the Notes may be sold by the Underwriter to use the Prospectus, as from time to time amended or supplemented, in connection with the sale of the Notes in accordance with the applicable provisions of the Securities Act and the applicable rules and regulations thereunder for such period.prepare (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 cooperate with the Representative and as requested by you, its counsel in the qualification or registration of the Notes Securities for offer and sale under the securities or blue sky laws of such jurisdictions as you the Representative may designate and, if applicable, in connection with exemptions from such qualification or registration and, during the period in which a prospectus Prospectus is required by law to be delivered by the an Underwriter or a dealer, in keeping such qualifications qualifications, registrations and exemptions in good standing under said securities or blue sky lawseffect; PROVIDEDprovided, HOWEVERhowever, that that, other than the appointment of a United States representative as required by the Securities Act, the Company shall not be obligated to file any general consent to service of process or to qualify to do business as a foreign corporation in any jurisdiction in which it is not so qualified. The Company will will, from time to time, prepare and file such statements, reports, reports and other documents as are or may be required to continue such qualifications qualifications, registrations and exemptions in effect for so long a period as you the Representative may reasonably request for the distribution of the NotesSecurities. (gf) During a period of five years commencing with the date hereofof this Agreement, the Company will promptly furnish to you the Representative and to each Underwriter who may so request in writing copies of (i) all periodic and special reports furnished by it to stockholders shareholders of the Company and of Company, (ii) all information, documents and reports filed by it with the Commission, any securities exchange on which any securities of the Company are then listed, the Nasdaq National Market or the NASD, (iii) all press releases and material news items or articles in respect of the Company or its affairs released or prepared by the Company (other than promotional and marketing materials disseminated solely to customers and potential customers of the Company in the ordinary course of business) and (iv) any additional information concerning the Company or its business which the Representative may reasonably request. (hg) Not As soon as practicable, but not later than the 45th day following the end of the fiscal quarter first occurring ending after the first anniversary of the Effective Date, the the (h) The Company will make generally available to its security holders an earnings statement in accordance with Section 11(a) apply the net proceeds from the offering of the Securities Act and Rule 158 thereunderin the manner set forth under the caption "Use of Proceeds" in the Prospectus. (i) The Company agrees to pay will comply with all costs and expenses incident to the performance provisions of its obligations under this Agreement and the Indenture, including all costs and expenses incident (i) the preparation, printing and filing with the Commission and the National Association of Securities Dealers, Inc. ("NASD") of undertakings contained in the Registration Statement, any Preliminary Prospectus, the Prospectus and the Form T-1 filed in connection with the Notes (the "Form T-1"), (ii) the furnishing to the Underwriter 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 Underwriter, (iv) the preparation, printing and filing of all supplements and amendments to the Prospectus referred to in paragraph (d) of this Section 6 and the T-1, (v) the furnishing to you of the reports and information referred to in paragraph (g) of this Section 6 and (vi) the printing and issuance of the Indenture and the note certificates, including the transfer agent's fees. (j) The Company agrees will, and at all times for a period of at least five years after the date of this Agreement, cause the Securities to reimburse yoube listed on the Nasdaq National Market, for and the account Company will comply with all registration, filing, reporting and other requirements of the several UnderwriterExchange Act and the Nasdaq National Market which may from time to time be applicable to the Securities, for blue sky fees the Ordinary Shares and related disbursements and costs of a legal investment survey (including counsel fees and disbursements and cost of printing memoranda for the Underwriter) paid by or for the account of the Underwriter or its counsel in qualifying the Notes under state securities or blue sky laws, in conducting a legal investment survey and in the review of the offering by the NASDCompany. (k) The Company hereby agrees that, without the prior written consent will use its best efforts to maintain insurance of the Underwritertypes and in the amounts which it deems adequate for its business consistent with insurance coverage maintained by companies of similar size and engaged in similar businesses, it will notincluding, during the period ending ninety (90) days after the date of the final Prospectus for the public offeringbut not limited to, (1) offer, pledge, sell, contract to sell, sell any option product liability insurance and general liability insurance covering all real and personal property owned 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 or any securities convertible into or exercisable or exchangeable for Common Stock, or (2) enter into any swap or similar agreement that transfers, in whole or in part, the economic risk of ownership of Common Stock, whether any such transaction described in clause (1) or (2) above is to be settled leased by delivery of Common Stock or such other securities, in cash or otherwise; PROVIDED, HOWEVER, that the foregoing provisions of this paragraph (k) shall not apply to (a) the Notes to be sold to the Underwriter pursuant to this Agreement, and (b) shares of Common Stock issued under the stock option and stock purchase plans of the Company (the "Stock Plans")against theft, including Common Stock issued upon the exercise damage, destruction, acts of options granted under the Stock Plans, vandalism and all as described through incorporation by reference in the Preliminary Prospectus and (c) shares of Common Stock issued on conversion of the Notes. For purposes of this paragraph (k), a sale, offer, or other disposition shall be deemed to include any sale to an institution which can, following such sale, sell Common Stock to the public in reliance on Rule 144A.risks customarily insured against. (l) The Company is familiar will issue no press release prior to the Closing Date with respect to the Investment offering without the Representative's prior written consent. (m) The Company Act shall not effect a change in its accounting firm to any other firm other than a "big six" accounting firm for a period of 1940, as amended, and has in three years from the past conducted its affairs, and will in date of this Agreement without 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 written consent of the Investment Company Act of 1940, as amended, and the rules and regulations thereunderRepresentative.

Further Agreements of the Company. The Company covenants and also agrees as followswith each Underwriter that: (a) The Company will (i) prepare and timely file with the Commission under Rule 424(b) a Prospectus containing information previously omitted at the time of effectiveness of it will, if the Registration Statement in reliance on Rule 430A and (ii) has not heretofore become effective under the Act, file any an amendment to the Registration Statement or supplement or, if necessary pursuant to Rule 430A under the Act, a post-effective amendment to the Prospectus Registration Statement, as soon as practicable after the execution and delivery of which you shall not previously have been advised this Agreement, and furnished with will use its best efforts to cause the Registration Statement or such post-effective amendment to become effective at the earliest possible time; and the Company will comply fully and in a copy or to which you shall have reasonably objected in writing or which is not in compliance timely manner with the Securities Act or applicable provisions of Rule 424(b) and Rule 430A under the rules and regulations of the Commission.Act; (b) The Company it will advise you promptly notify the Representatives and, if requested by you, confirm such advice in the event of writing, (i) when the request Registration Statement has become effective, if and when the Prospectus is sent for filing pursuant to Rule 424 under the Act and when any post-effective amendment to the Registration Statement becomes effective, (ii) of the receipt of any comments from the Commission that relate to the Registration Statement or requests by the Commission for amendment of amendments to the Registration Statement or for supplement amendments or supplements to the Prospectus or for any additional information, (iiiii) of 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 action or proceeding for that purpose, (iv) the receipt by the Company of any notification with respect to the suspension of the qualification of the Notes Shares for offering or sale in any jurisdiction, or (v) the receipt by it of notice of the initiation or threatening of any proceeding for such purpose. The Company will make every reasonable effort to prevent the issuance of such a stop order and, if such an order shall at any time be issued, to obtain the withdrawal thereof at the earliest possible moment. (c) 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 anyor, to the Registration Statement (together with, in each case, all exhibits thereto unless previously furnished to you), (ii) as promptly as possible deliver to you, at such office or offices as you may designate, as many copies best knowledge of the Prospectus as you may reasonably requestCompany, threat of any proceedings for such purpose by the Commission or any state securities commission or other regulatory authority, and (iiiiv) thereafter from time to time of the happening of any event or information becoming known during the period referred to in which a prospectus is required by law to be delivered by the Underwriter or dealer, likewise send to you as many additional copies of the Prospectus and as many copies of paragraph (e) below that makes any supplement to the Prospectus and of any amended Prospectus, filed by the Company with the Commission, as you may reasonably request for the purposes contemplated by the Securities Act. (d) If at any time during the period in which a prospectus is required by law to be delivered by the Underwriter or dealer any event relating to or affecting the Company, or of which the Company shall be advised in writing by you, shall occur as a result of which it is necessary, in the opinion of counsel for the Company or of counsel for the Underwriter, 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 Notes, the Company will forthwith prepare and file with the Commission a supplement to the Prospectus or an amended Prospectus so that the Prospectus as so supplemented or amended will not contain any untrue statement of a material fact made in the Registration Statement untrue or omit that requires the making of any additions to state any material fact necessary or changes in the Registration Statement (as amended or supplemented from time to time) in order to make the statements therein, therein not misleading or that makes any statement of a material fact made in the light of the circumstances existing at the time such Prospectus is delivered to such purchaser, not misleading. If, after the public offering of the Notes by the Underwriter and during such period, the Underwriter shall propose to vary the terms of offering thereof by reason of changes in general market conditions or otherwise, you will advise the Company in writing of the proposed variation, and, if in the opinion either of counsel for the Company or of counsel for the Underwriter such proposed variation requires that the Prospectus be supplemented or amended, the Company will forthwith prepare and file with the Commission a supplement to the Prospectus or an amended Prospectus setting forth such variation. The Company authorizes the Underwriter and all dealers to whom any of the Notes may be sold by the Underwriter to use the Prospectus, (as from time to time amended or supplemented, in connection with the sale of the Notes 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 Notes 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 the 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 supplemented from time to time, prepare and file such statements, reports, and other documents ) untrue or that requires the making of any additions to or changes in the Prospectus (as are amended or may be required supplemented from time to continue such qualifications time) in effect for so long a period as you may reasonably request for distribution of order to make the Notes. (g) During a period of five years commencing with the date hereof, the Company will furnish to you copies of all periodic and special reports furnished to stockholders of the Company and of all information, documents and reports filed with 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 its security holders an earnings statement in accordance with Section 11(a) of the Securities Act and Rule 158 thereunder. (i) The Company agrees to pay all costs and expenses incident to the performance of its obligations under this Agreement and the Indenture, including all costs and expenses incident (i) the preparation, printing and filing with statements therein not misleading; if at any time the Commission and shall issue or institute proceedings (or threaten to institute any such proceedings) to issue any stop order suspending the National Association of Securities Dealers, Inc. ("NASD") effectiveness of the Registration Statement, or any Preliminary Prospectus, state securities commission or other regulatory authority shall issue or institute proceedings (or threaten to institute proceedings) to issue an order suspending the Prospectus and the Form T-1 filed in connection with the Notes (the "Form T-1"), (ii) the furnishing to the Underwriter of copies of any Preliminary Prospectus and qualification or exemption 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 Underwriter, (iv) the preparation, printing and filing of all supplements and amendments to the Prospectus referred to in paragraph (d) of this Section 6 and the T-1, (v) the furnishing to you of the reports and information referred to in paragraph (g) of this Section 6 and (vi) the printing and issuance of the Indenture and the note certificates, including the transfer agent's fees. (j) The Company agrees to reimburse you, for the account of the several Underwriter, for blue sky fees and related disbursements and costs of a legal investment survey (including counsel fees and disbursements and cost of printing memoranda for the Underwriter) paid by or for the account of the Underwriter or its counsel in qualifying the Notes Shares under any state securities or blue sky Blue Sky laws, in conducting a legal investment survey and in the review of the offering by the NASD. (k) The Company hereby agrees that, without the prior written consent of the Underwriter, it will not, during the period ending ninety (90) days after the date of the final Prospectus for the public offering, (1) 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 or any securities convertible into or exercisable or exchangeable for Common Stock, or (2) enter into any swap or similar agreement that transfers, in whole or in part, the economic risk of ownership of Common Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise; PROVIDED, HOWEVER, that the foregoing provisions of this paragraph (k) shall not apply to (a) the Notes to be sold to the Underwriter pursuant to this Agreement, and (b) shares of Common Stock issued under the stock option and stock purchase plans of the Company (shall use its best efforts to obtain the "Stock Plans"), including Common Stock issued upon withdrawal or lifting of such order at the exercise of options granted under the Stock Plans, all as described through incorporation by reference in the Preliminary Prospectus and (c) shares of Common Stock issued on conversion of the Notes. For purposes of this paragraph (k), a sale, offer, or other disposition shall be deemed to include any sale to an institution which can, following such sale, sell Common Stock to the public in reliance on Rule 144A. (l) 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 Investment Company Act of 1940, as amended, and the rules and regulations thereunder.earliest possible time;

Further Agreements of the Company. The Company covenants and agrees as follows: (a) The Company will (i) prepare and timely file with the Commission under Rule 424(b) a Prospectus containing information previously omitted at the time of effectiveness of the Registration Statement in reliance on Rule 430A and (ii) not file any amendment to the Registration Statement or supplement to the Prospectus of which you shall not previously have been advised and furnished with a copy or to which you shall have reasonably objected in writing or which is not in compliance with the Securities Act or the rules and regulations of the Commission. (b) The Company will promptly notify the Representatives 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 additional information, (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 action or proceeding for that purpose, (iv) the receipt by the Company of any notification with respect to the suspension of the qualification of the Notes Stock for sale in any jurisdiction, or (v) the receipt by it of notice of the initiation or threatening of any proceeding for such purpose. The Company will make every reasonable effort to prevent the issuance of such a stop order and, if such an order shall at any time be issued, to obtain the withdrawal thereof at the earliest possible moment. (c) 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- 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 youyou 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 during the period in which a prospectus is required by law to be delivered by the an Underwriter or dealer, likewise send to you the Underwriters as many additional copies of the Prospectus and as many copies of any supplement to the Prospectus and of any amended Prospectusprospectus, filed by the Company with the Commission, as you may reasonably request for the purposes contemplated by the Securities Act. (d) If at any time during the period in which a prospectus is required by law to be delivered by the an Underwriter or dealer any event relating to or affecting the Company, or of which the Company shall be advised in writing by you, shall occur as a result of which it is necessary, in the opinion of counsel for the Company or of counsel for the UnderwriterUnderwriters, 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 NotesStock, the Company will forthwith prepare and file with the Commission a supplement to the Prospectus or an amended Prospectus prospectus so that the Prospectus as so supplemented or amended will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances existing at the time such Prospectus is delivered to such purchaser, not misleading. If, after the initial public offering of the Notes Stock by the Underwriter Underwriters and during such period, the Underwriter Underwriters shall propose to vary the terms of offering thereof by reason of changes in general market conditions or otherwise, you will advise the Company in writing of the proposed variation, and, if in the opinion either of counsel for the Company or of counsel for the Underwriter Underwriters such proposed variation requires that the Prospectus be supplemented or amended, the Company will forthwith prepare and file with the Commission a supplement to the Prospectus or an amended Prospectus prospectus setting forth such variation. The Company authorizes the Underwriter Underwriters and all dealers to whom any of the Notes Stock may be sold by the Underwriter several Underwriters to use the Prospectus, as from time to time amended or supplemented, in connection with the sale of the Notes 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 prospectus proposed to be filed. (f) The Company will cooperate, when and as requested by you, in the qualification of the Notes 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 the 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 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 NotesStock. (g) During a period of five years commencing with the date hereof, the Company will furnish to you you, and to each Underwriter who may so request in writing, copies of all periodic and special reports furnished to stockholders 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 its security holders an earnings statement in accordance with Section 11(a) of the Securities Act and Rule 158 thereunder. (i) The Company agrees to pay all costs and expenses incident to the performance of its the obligations of the Company and the Selling Securityholders under this Agreement and the IndentureAgreement, including all costs and expenses incident incident to (i) the preparation, printing and filing with the Commission and the National Association of Securities Dealers, Inc. ("NASD") of the Registration Statement, any Preliminary Prospectus, the Prospectus and the Form T-1 filed in connection with the Notes (the "Form T-1")Prospectus, (ii) the furnishing to the Underwriter 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 UnderwriterUnderwriters, (iv) the preparation, printing and filing of all supplements and amendments to the Prospectus referred to in paragraph (d) of this Section 6 and the T-16, (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 the Indenture and the note stock certificates, including the transfer agent's agents fees. The Selling Securityholders will pay any transfer taxes incident to the transfer to the Underwriters of the shares of Stock being sold by the Selling Securityholders. (j) The Company agrees to reimburse you, for the account of the several UnderwriterUnderwriters, for blue sky fees and related disbursements and costs of a legal investment survey (including counsel fees and disbursements and cost of printing memoranda for the UnderwriterUnderwriters) paid by or for the account of the Underwriter Underwriters or its their counsel in qualifying the Notes Stock under state securities or blue sky laws, in conducting a legal investment survey laws and in the review of the offering by the NASD. (k) The Company hereby agrees that, without the prior written consent of Xxxxxxxxx & Xxxxx LLC on behalf of the UnderwriterUnderwriters, it the Company will not, during for a period of 180 days following the period ending ninety (90) days after the effective date of the final Prospectus for the public offeringRegistration Statement, (1) offer, pledgedirectly or indirectly, sell, offer, contract to sell, sell transfer the economic risk of ownership in, make any option or contract to purchaseshort sale, purchase any option or contract to sell, grant any option, right or warrant to purchase, pledge or otherwise transfer or dispose of, directly or indirectly, of any shares of Common Stock or any securities convertible into or exchangeable or exercisable for or exchangeable for any rights to purchase or acquire Common Stock, or (2) enter into any swap or similar agreement that transfers, in whole or in part, the economic risk of ownership of Common Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise; PROVIDED, HOWEVER, that the . The foregoing provisions of this paragraph (k) sentence shall not apply to (aA) the Notes Stock to be sold to the Underwriter Underwriters pursuant to this Agreement, and (bB) Common Stock or options to purchase Common Stock or other equity incentives granted under the Option Plans, (C) shares of Common Stock issued under the stock option and stock purchase plans of by the Company (the "Stock Plans"), including Common Stock issued upon the exercise of options granted under the Stock PlansOption Plans or upon the exercise of warrants outstanding as of the date hereof, all as described through incorporation by reference in the Preliminary Prospectus and (cD) shares capital stock issued in connection with acquisitions entered into by the Company, provided that the Company shall notify Xxxxxxxxx & Xxxxx LLC of Common Stock issued on conversion such proposed acquisitions at least five (5) business days prior to entering into a legally binding letter of the Notes. For purposes of this paragraph (k), intent or a sale, offer, or other disposition shall be deemed definitive agreement with respect to include any sale to an institution which can, following such sale, sell Common Stock to the public in reliance on Rule 144A.acquisitions. (l) If at any time during the 25-day period after the Registration Statement becomes effective any rumor, publication or event relating to or affecting the Company shall occur as a result of which in your opinion the market price for the Stock has been or is likely to be materially affected (regardless of whether such rumor, publication or event necessitates a supplement to or amendment of the Prospectus), the Company will, after written notice from you advising the Company to the effect set forth above, forthwith 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 Investment Company Act of 1940, as amended, and the rules and regulations thereunder.

Further Agreements of the Company. The Company covenants and agrees as follows: (a) The Company will (i) prepare and timely if it has not done so already, file a Rule 462(b) Registration Statement with the Commission under in compliance with such Rule 424(b) a Prospectus containing information previously omitted by 5:00 p.m., Washington D.C. time, on the date of this Agreement and, at the time of effectiveness such filing, pay the Commission the requisite filing fee therefor or give irrevocable instructions for such payment pursuant to Rule 111(b) under the Securities Act, (ii) prepare a Prospectus and Prospectus Supplement, in a form approved by Xxxxxxxxx & Xxxxx LLP, and file the same pursuant to Rule 424(b) under the Securities Act not later than the Commission's close of business on the Registration Statement in reliance on second business day following the execution and delivery of this Agreement, or, if applicable, such earlier time as may be required by Rule 430A 430A(a)(3) under the Securities Act, and (iiiii) not file any amendment to of the Registration Statement or supplement to the Prospectus of which you shall not previously have been advised and furnished with a copy or to which you shall have reasonably objected in writing or which is not in compliance with the Securities Act or the rules and regulations of the Commission. (b) The Company will promptly notify the Representatives 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 additional information, (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 action or proceeding for that purpose, (iv) the receipt by the Company of any notification with respect to the suspension of the qualification of the Notes Stock for sale in any jurisdiction, jurisdiction or (v) the receipt by it of notice of the initiation or threatening of any proceeding for such purpose. The Company will make every reasonable effort to prevent the issuance of such a stop order and, if such an order shall at any time be issued, to obtain the withdrawal thereof at the earliest possible moment. (c) The Company will (i) on or before the Closing Date, deliver to you a and counsel to the Underwriter signed copy copies 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- post-effective amendment, if any, to the Registration Statement (together with, in each case, all exhibits thereto unless previously furnished to youyou and all Incorporated Documents), (ii) as promptly as possible deliver to you, 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 during the period in which a prospectus is required by law to be delivered by the Underwriter or dealer, likewise send to you as many additional copies of the Prospectus and as many copies of any supplement to the Prospectus and of any amended Prospectus, filed by the Company with the Commission, as you may reasonably request for the purposes contemplated by the Securities Act. (d) If at any time during the period in which a prospectus is required by law to be delivered by the Underwriter or dealer any event relating to or affecting the Company, or of which the Company shall be advised in writing by you, shall occur as a result of which it is necessary, in the opinion of counsel for the Company or of counsel for the Underwriter, 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 Notes, the Company will forthwith prepare and file with the Commission a supplement to the Prospectus or an amended Prospectus so that the Prospectus as so supplemented or amended will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances existing at the time such Prospectus is delivered to such purchaser, not misleading. If, after the public offering of the Notes by the Underwriter and during such period, the Underwriter shall propose to vary the terms of offering thereof by reason of changes in general market conditions or otherwise, you will advise the Company in writing of the proposed variation, and, if in the opinion either of counsel for the Company or of counsel for the Underwriter such proposed variation requires that the Prospectus be supplemented or amended, the Company will forthwith prepare and file with the Commission a supplement to the Prospectus or an amended Prospectus setting forth such variation. The Company authorizes the Underwriter and all dealers to whom any of the Notes may be sold by the Underwriter to use the Prospectus, as from time to time amended or supplemented, in connection with the sale of the Notes 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 Notes 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 the 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 Notes. (g) During a period of five years commencing with the date hereof, the Company will furnish to you copies of all periodic and special reports furnished to stockholders of the Company and of all information, documents and reports filed with 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 its security holders an earnings statement in accordance with Section 11(a) of the Securities Act and Rule 158 thereunder. (i) The Company agrees to pay all costs and expenses incident to the performance of its obligations under this Agreement and the Indenture, including all costs and expenses incident (i) the preparation, printing and filing with the Commission and the National Association of Securities Dealers, Inc. ("NASD") of the Registration Statement, any Preliminary Prospectus, the Prospectus and the Form T-1 filed in connection with the Notes (the "Form T-1"), (ii) the furnishing to the Underwriter 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 Underwriter, (iv) the preparation, printing and filing of all supplements and amendments to the Prospectus referred to in paragraph (d) of this Section 6 and the T-1, (v) the furnishing to you of the reports and information referred to in paragraph (g) of this Section 6 and (vi) the printing and issuance of the Indenture and the note certificates, including the transfer agent's fees. (j) The Company agrees to reimburse you, for the account of the several Underwriter, for blue sky fees and related disbursements and costs of a legal investment survey (including counsel fees and disbursements and cost of printing memoranda for the Underwriter) paid by or for the account of the Underwriter or its counsel in qualifying the Notes under state securities or blue sky laws, in conducting a legal investment survey and in the review of the offering by the NASD. (k) The Company hereby agrees that, without the prior written consent of the Underwriter, it will not, during the period ending ninety (90) days after the date of the final Prospectus for the public offering, (1) 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 or any securities convertible into or exercisable or exchangeable for Common Stock, or (2) enter into any swap or similar agreement that transfers, in whole or in part, the economic risk of ownership of Common Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise; PROVIDED, HOWEVER, that the foregoing provisions of this paragraph (k) shall not apply to (a) the Notes to be sold to the Underwriter pursuant to this Agreement, and (b) shares of Common Stock issued under the stock option and stock purchase plans of the Company (the "Stock Plans"), including Common Stock issued upon the exercise of options granted under the Stock Plans, all as described through incorporation by reference in the Preliminary Prospectus and (c) shares of Common Stock issued on conversion of the Notes. For purposes of this paragraph (k), a sale, offer, or other disposition shall be deemed to include any sale to an institution which can, following such sale, sell Common Stock to the public in reliance on Rule 144A. (l) 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 Investment Company Act of 1940, as amended, and the rules and regulations thereunder.

Further Agreements of the Company. The Company covenants and agrees as followswith you: (a) The Company will To advise you promptly and, if requested by you, to confirm such advice in writing, (i) prepare and timely file with of any request by the Commission under Rule 424(b) a Prospectus containing information previously omitted at the time of effectiveness of the Registration Statement in reliance on Rule 430A and (ii) not file any amendment for amendments to the Registration Statement or supplement to the Prospectus of which you shall not previously have been advised and furnished with a copy amendments 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 the Representatives in the event of (i) the request by the Commission for amendment of the Registration Statement or for supplement supplements to the Prospectus or for any additional information, (ii) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement, (iii) the institution Statement or notice of intended institution of any action or proceeding for that purpose, (iv) the receipt by the Company of any notification with respect to the suspension of the qualification of the Notes Shares for offering or sale in any jurisdiction, or (v) the receipt by it of notice of the initiation or threatening of any proceeding for such purposepurposes, (iii) when any amendment to the Registration Statement becomes effective, (iv) if the Company is required to file a Rule 462(b) Registration Statement after the effectiveness of this Agreement, when the Rule 462(b) Registration Statement has become effective and (v) of the happening of any event during the period referred to in Section 5A(d) below which makes any statement of a material fact made in the Registration Statement or the Prospectus untrue or which requires any additions to or changes in the Registration Statement or the Prospectus in order to make the statements therein not misleading. The Company will make every reasonable effort to prevent the issuance of such a stop order and, if such an order shall If at any time be issuedthe Commission shall issue any stop order suspending the effectiveness of the Registration Statement, the Company will use its best efforts to obtain the withdrawal thereof or lifting of such order at the earliest possible momenttime. (b) To furnish to you four (4) signed copies of the Registration Statement as first filed with the Commission and of each amendment to it, including all exhibits, and to furnish to you and each Underwriter designated by you such number of conformed copies of the Registration Statement as so filed and of each amendment to it, without exhibits, as you may reasonably request. (c) The Company will (iTo prepare the Prospectus, the form and substance of which shall be satisfactory to you, and to file the Prospectus in such form with the Commission within the applicable period specified in Rule 424(b) on or before under the Closing DateAct; or, deliver to you a signed copy if applicable such earlier time as may be required by Rule 430(a)(3) of the Registration Statement as originally filed and of each Act; during the period specified in Section 5A(d) below, not to file any further 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 withand not to make any amendment or supplement to the Prospectus of which you shall not previously have been advised or to which you shall reasonably object after being so advised; and, during such period, to prepare and file with the Commission, promptly upon your reasonable request, any amendment to the Registration Statement or amendment or supplement to the Prospectus which may be necessary or advisable in each case, all exhibits thereto unless previously furnished to you), (ii) as promptly as possible deliver to connection with the distribution of the Shares by you, at and to use its best efforts to cause any such office or offices as you may designateamendment to the Registration Statement to become promptly effective. (d) Prior to 10:00 A.M., as many copies New York City time, on the first business day after the date of the Prospectus as you may reasonably request, this Agreement and (iii) thereafter from time to time during thereafter for such period as in the period in which opinion of counsel for the Underwriters a prospectus is required by law to be delivered in connection with sales by the an Underwriter or a dealer, likewise send to you furnish in New York City to each Underwriter and any dealer as many additional copies of the Prospectus (and as many copies of any amendment or supplement to the Prospectus and of any amended Prospectus, filed by the Company with the Commission, ) as you such Underwriter or dealer may reasonably request for the purposes contemplated by the Securities Actrequest. (de) If at any time during the period specified in which a prospectus is required by law to be delivered by the Underwriter or dealer Section 5A(d), any event relating to or affecting the Company, or of which the Company shall be advised in writing by you, shall occur or condition shall exist as a result of which it is necessarywhich, in the opinion of counsel for the Company Underwriters, it becomes necessary to amend or of counsel for the Underwriter, 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 Notes, the Company will forthwith prepare and file with the Commission a supplement to the Prospectus or an amended Prospectus so that the Prospectus as so supplemented or amended will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances existing at when the time such Prospectus is delivered to such a purchaser, not misleading. If, after the public offering of the Notes by the Underwriter and during such periodor if, the Underwriter shall propose to vary the terms of offering thereof by reason of changes in general market conditions or otherwise, you will advise the Company in writing of the proposed variation, and, if in the opinion either of counsel for the Company Underwriters, it is necessary to amend or of counsel for the Underwriter such proposed variation requires that supplement the Prospectus be supplemented or amendedto comply with applicable law, the Company will forthwith to prepare and file with the Commission a an appropriate amendment or supplement to the Prospectus or an amended Prospectus setting forth such variation. The Company authorizes so that the Underwriter and all dealers to whom any of the Notes may be sold by the Underwriter to use statements in the Prospectus, as from time to time so amended or supplemented, will not in connection with the sale light of the Notes 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 Commissioncircumstances when it is so delivered, the Company will submit to yoube misleading, for your information, a copy of any post-effective amendment to the Registration Statement and any supplement to or so that the Prospectus will comply with applicable law, and to furnish to each Underwriter and to any dealer as many copies thereof as such Underwriter or any amended Prospectus proposed to be fileddealer may reasonably request. (f) The Company will cooperatePrior to any public offering of the Shares, when to cooperate with you and as requested by you, counsel for the Underwriters in connection with the registration or qualification of the Notes Shares for offer and sale by the several Underwriters and by dealers under the state securities or blue sky Blue Sky laws of such jurisdictions as you may designate andrequest, during to continue such registration or qualification in effect so long as required for distribution of the period Shares and to file such consents to service of process or other documents as may reasonably be necessary in which a prospectus is required by law order to be delivered by the Underwriter effect such registration or dealerqualification; provided, in keeping such qualifications in good standing under said securities or blue sky laws; PROVIDED, HOWEVERhowever, that the Company shall not be obligated to file any general consent to service of process or required in connection therewith to qualify as a foreign corporation in any jurisdiction in which it is not now so qualified. The Company will from time qualified or to timetake any action that would subject it to general consent to service of process or taxation other than as to matters and transactions relating to the Prospectus, prepare and file such statementsthe Registration Statement, reports, and other documents as are any preliminary prospectus or may be required to continue such qualifications in effect for so long a period as you may reasonably request for distribution the offering or sale of the NotesShares, in any jurisdiction in which it is not now so subject. (g) During a To mail and make generally available to its stockholders as soon as practicable an earnings statement covering the applicable period that shall satisfy the provisions of five years commencing with the date hereof, the Company will furnish to you copies of all periodic and special reports furnished to stockholders Section 11(a) of the Company Act, and of all information, documents and reports filed with Commissionto advise you in writing when such statement has been so made available. (h) Not later than During the 45th day following period of three years after the end date of this Agreement, to furnish to you as soon as available copies of all reports or other communications furnished to the record holders of Common Stock or furnished to or filed with the Commission or any national securities exchange on which any class of securities of the fiscal quarter first occurring after the first anniversary of the Effective Date, Company is listed and such other publicly available information concerning the Company will make generally available to and its security holders an earnings statement in accordance with Section 11(a) of the Securities Act and Rule 158 thereundersubsidiaries as you may reasonably request. (i) The Company agrees Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, to pay or cause to be paid all expenses incident to the performance of the Sellers' obligations under this Agreement, including: (i) the fees, disbursements and expenses of the Company's counsel, the Company's accountants and any Selling Stockholder's counsel (in addition to the Company's counsel) in connection with the registration and delivery of the Shares under the Act and all other fees and expenses in connection with the preparation, printing, filing and distribution of the Registration Statement (including financial statements and exhibits), any preliminary prospectus, the Prospectus and all amendments and supplements to any of the foregoing, including the mailing and delivering of copies thereof to the Underwriters and dealers in the quantities specified herein, (ii) all costs and expenses related to the transfer and delivery of the Shares to the Underwriters, including any transfer or other taxes payable thereon, (iii) all costs of printing or producing this Agreement and any other agreements or documents in connection with the offering, purchase, sale or delivery of the Shares, (iv) all expenses in connection with the registration or qualification of the Shares for offer and sale under the securities or Blue Sky laws of the several states and all costs of printing or producing any Preliminary and Supplemental Blue Sky Memoranda in connection therewith (including the filing fees and fees and disbursements of counsel for the Underwriters in connection with such registration or qualification and memoranda relating thereto), (v) the filing fees and disbursements of counsel for the Underwriters in connection with the review and clearance of the offering of the Shares by the National Association of Securities Dealers, Inc., (vi) all costs and expenses incident to the listing of the Shares on The Nasdaq National Market, (vii) the cost of printing certificates representing the Shares, (viii) the costs and charges of any transfer agent, registrar and/or depositary, (ix) any travel expenses of the Company's officers and employees and any other expenses of the Company in connection with attending or hosting meetings with the prospective purchasers of the Shares, and (x) all other costs and expenses incident to the performance of its the obligations under this Agreement of the Company and the Indenture, including all costs and expenses incident (i) the preparation, printing and filing with the Commission and the National Association of Securities Dealers, Inc. ("NASD") of the Registration Statement, any Preliminary Prospectus, the Prospectus and the Form T-1 filed Selling Stockholders hereunder for which provision is not otherwise made in connection with the Notes (the "Form T-1"), (ii) the furnishing to the Underwriter of copies of any Preliminary Prospectus and of the several documents required by paragraph (c) this Section. The provisions of this Section 6 to be so furnished, (iii) shall not supersede or otherwise affect any agreement that the printing of this Agreement and related documents delivered to the Underwriter, (iv) the preparation, printing and filing of all supplements and amendments to the Prospectus referred to in paragraph (d) of this Section 6 Company and the T-1, (v) the furnishing to you Selling Stockholders may otherwise have for allocation of the reports and information referred to in paragraph (g) of this Section 6 and (vi) the printing and issuance of the Indenture and the note certificates, including the transfer agent's feessuch expenses among themselves. (j) To use its best efforts to list for quotation the Shares on The Company agrees Nasdaq National Market and to reimburse you, for maintain the account listing of the several Underwriter, Shares on The Nasdaq National Market for blue sky fees and related disbursements and costs a period of a legal investment survey (including counsel fees and disbursements and cost three years after the date of printing memoranda for the Underwriter) paid by or for the account of the Underwriter or its counsel in qualifying the Notes under state securities or blue sky laws, in conducting a legal investment survey and in the review of the offering by the NASDthis Agreement. (k) To use its best efforts to do and perform all things required or necessary to be done and performed under this Agreement by the Company prior to the Closing Date or any Option Closing Date, as the case may be, and to satisfy all conditions precedent to the delivery of the Shares. (l) If the Registration Statement at the time of the effectiveness of this Agreement does not cover all of the Shares, to file a Rule 462(b) Registration Statement with the Commission registering the Shares not so covered in compliance with Rule 462(b) by 10:00 P.M., New York City time, on the date of this Agreement and to pay to the Commission the filing fee for such Rule 462(b) Registration Statement at the time of the filing thereof or to give irrevocable instructions for the payment of such fee pursuant to Rule 111(b) under the Act. (m) For the period commencing on the date of this Agreement and ending immediately after the close of trading of the Common Stock on the ninetieth (90th) day after the date of the Prospectus (the "Lock-Up Period"), not to, directly or indirectly, offer to sell, contract to sell, or otherwise sell, dispose of, loan, pledge or grant any rights with respect to (collectively, a "Disposition"), or publicly disclose the intention to make any such Disposition of, any shares of Common Stock or securities convertible into or exchangeable or exercisable for Common Stock (collectively, the "Securities"), except (i) awards of stock options pursuant to the Company's existing stock option plans; (ii) issuances of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof; (iii) issuances of shares of Common Stock in connection with employee subscriptions under the Company's Employee Stock Purchase Plan; (iv) issuances of Securities in acquisitions by the Company of other businesses in which the acquirors of such Securities agree to the restrictions during the Lock-Up Period equivalent to those applicable to the Selling Stockholders set forth below; (v) sales of Firm Shares and Additional Shares pursuant to this Agreement; or (vi) with the prior written consent of Xxxxxx Brothers Inc. The foregoing restriction is expressly agreed to preclude the Company from engaging in any hedging, swap, derivatives, forward, future, or other transaction which is designed to or reasonably expected to lead to or result in a Disposition of Securities during the Lock-up Period, even if Securities would be disposed of by someone other than the Company. Such prohibited hedging or other transactions would include, without limitation, any short sale (whether or not against the box) or any purchase, sale or grant of any right (including, without limitation, any put or call option) with respect to any Securities or with respect to any security (other than a broad-based market basket or index) that included, relates to or derives any significant part of its value from Securities. The Company hereby also agrees thatnot to file any registration statement with respect to any Securities, whether for issuance and sale by the Company or for resale by the holders thereof, during the Lock-Up Period, without the prior written consent of Xxxxxx Brothers Inc. (n) Prior to or concurrently with the Underwriterexecution of this Agreement, it deliver an agreement in substantially the form requested by the Representatives, executed by (i) each Selling Stockholder, (ii) each of the directors and officers of the Company who is not a Selling Stockholder and (iii) each stockholder and option holder listed on Schedule III hereto to the effect that such person will not, during the period ending ninety Lock-Up Period, without the prior written consent of Xxxxxx Brothers Inc., (90A) days after the date engage in any of the final Prospectus for transactions of the public offering, (1type described in Section 5B(a) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchasebelow, or otherwise transfer (B) make any demand for, or dispose ofexercise any right with respect to, directly or indirectly, the registration of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, or (2) enter into any swap or similar agreement that transfers, in whole or in part, the economic risk of ownership of Common Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise; PROVIDED, HOWEVER, that the foregoing provisions of this paragraph (k) shall not apply to (a) the Notes to be sold to the Underwriter pursuant to this Agreement, and (b) shares of Common Stock issued under the stock option and stock purchase plans of the Company (the "Stock Plans"), including Common Stock issued upon the exercise of options granted under the Stock Plans, all as described through incorporation by reference in the Preliminary Prospectus and (c) shares of Common Stock issued on conversion of the Notes. For purposes of this paragraph (k), a sale, offer, or other disposition shall be deemed to include any sale to an institution which can, following such sale, sell Common Stock to the public in reliance on Rule 144A. (l) 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 Investment Company Act of 1940, as amended, and the rules and regulations thereunderSecurities.

Further Agreements of the Company. The Company covenants and agrees as followswith the Placement Agent that: (a) The Company will (i) prepare Registration Statement has become effective, and timely file with if Rule 430A is used or the Commission filing of the Prospectus is otherwise required under Rule 424(b) a ), the Company will file the Prospectus containing information previously omitted at the time of effectiveness of the Registration Statement in reliance on (properly completed if Rule 430A has been used) pursuant to Rule 424(b) within the prescribed time period and (ii) not file any amendment will provide a copy of such filing to the Registration Statement or supplement to the Prospectus of which you shall not previously have been advised and furnished with a copy or to which you shall have reasonably objected in writing or which is not in compliance with the Securities Act or the rules and regulations of the CommissionPlacement Agent promptly following such filing. (b) The Company will promptly not, during such period as the Prospectus would be required by law to be delivered in connection with sales of the Shares by an underwriter or dealer in connection with the offering contemplated by this Agreement, file any amendment or supplement to the Registration Statement or the Prospectus, except as required by law, unless a copy thereof shall first have been submitted to the Placement Agent within a reasonable period of time prior to the filing thereof and the Placement Agent shall not have reasonably objected thereto in good faith. (c) The Company will notify the Representatives Placement Agent promptly, and will, if requested, confirm such notification in writing, (1) when any post-effective amendment to the event Registration Statement becomes effective, but only during the period mentioned in Section 4(b); (2) of (i) the any request by the Commission for amendment of any amendments to the Registration Statement or for supplement any amendment or supplements to the Prospectus or for any additional information, but only during the period mentioned in Section 4(b); (ii3) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement, (iii) Statement or the institution or notice of intended institution initiation of any action or proceeding proceedings for that purposepurpose or the threat thereof, but only during the period mentioned in Section 4(b); (iv4) of becoming aware of the occurrence of any event during the period mentioned in Section 4(b) that in the judgment of the Company makes any statement made in the Registration Statement or the Prospectus untrue in any material respect or that requires the making of any changes in the Registration Statement or the Prospectus in order to make the statements therein, in light of the circumstances in which they are made, not misleading; and (5) of receipt by the Company of any notification with respect to the any suspension of the qualification of the Notes Shares for offer and sale in any jurisdiction, or (v) . If at any time the receipt by it of notice Commission shall issue any order suspending the effectiveness of the initiation or threatening of any proceeding for such purpose. The Registration Statement in connection with the offering contemplated hereby, the Company will make every reasonable effort to prevent the issuance of such a stop order and, if such an order shall at any time be issued, to obtain the withdrawal thereof of any such order at the earliest possible moment. (c) The . If the Company will (i) on or before the Closing Date, deliver to you a signed copy of has omitted any information from the Registration Statement as originally filed and of each amendment thereto filed prior Statement, pursuant to the time the Registration Statement becomes effective andRule 430A, promptly upon the filing thereof, a signed copy of each post- effective amendment, if any, it will use its best efforts to the Registration Statement (together with, in each case, all exhibits thereto unless previously furnished to you), (ii) as promptly as possible deliver to you, 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 during the period in which a prospectus is required by law to be delivered by the Underwriter or dealer, likewise send to you as many additional copies of the Prospectus and as many copies of any supplement to the Prospectus and of any amended Prospectus, filed by the Company comply with the Commission, as you may reasonably request for provisions of and make all requisite filings with the purposes contemplated by Commission pursuant to said Rule 430A and to notify the Securities ActPlacement Agent promptly of all such filings. (d) If If, at any time during when a Prospectus relating to the period in which a prospectus Shares is required by law to be delivered by under the Underwriter or dealer Act, the Company becomes aware of the occurrence of any event relating to or affecting the Company, or of which the Company shall be advised in writing by you, shall occur as a result of which it is necessarythe Prospectus, as then amended or supplemented, would, in the opinion reasonable judgment of counsel for to the Company or of counsel for the Underwriter, 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 Notes, the Company will forthwith prepare and file with the Commission a supplement to the Prospectus or an amended Prospectus so that the Prospectus as so supplemented or amended will not contain Placement Agent, include any untrue statement of a material fact or omit to state any a material fact necessary in order to make the statements therein, in the light of the circumstances existing at the time such Prospectus is delivered to such purchaserunder which they were made, not misleading. If, after or the public offering of the Notes by the Underwriter and during such period, the Underwriter shall propose to vary the terms of offering thereof by reason of changes in general market conditions or otherwise, you will advise the Company in writing of the proposed variation, and, if in the opinion either of counsel for the Company or of counsel for the Underwriter such proposed variation requires that the Prospectus be supplemented or amended, the Company will forthwith prepare and file with the Commission a supplement to the Prospectus or an amended Prospectus setting forth such variation. The Company authorizes the Underwriter and all dealers to whom any of the Notes may be sold by the Underwriter to use the ProspectusRegistration Statement, as from time to time then amended or supplemented, would, in connection with the sale reasonable judgment of counsel to the Notes in accordance with Company or counsel to the applicable provisions of the Securities Act and the applicable rules and regulations thereunder for such period.Placement Agent, include any untrue statement of (e) Prior The Company will furnish to the filing thereof with the CommissionPlacement Agent and its counsel, the Company will submit to you, for your information, a without charge in New York City (i) one copy of any post-effective amendment the Registration Statement, including financial statements and schedules, and all exhibits thereto and (ii) so long as a prospectus relating to the Registration Statement and any supplement Shares is required to be delivered under the Act, as many copies of each Preliminary Prospectus or the Prospectus or any amended Prospectus proposed to be filedamendment or supplement thereto as the Placement Agent may reasonably request. (f) The Company will cooperate, when and as requested by you, comply with all the undertakings contained in the Registration Statement. (g) Prior to the sale of the Shares to the Investors, the Company will cooperate with the Placement Agent and its counsel in connection with the registration or qualification of the Notes Shares for offer and sale under the state securities or blue sky Blue Sky laws of such jurisdictions as you the Placement Agent may designate and, during the period in which a prospectus is required by law to be delivered by the Underwriter or dealer, in keeping such qualifications in good standing under said securities or blue sky lawsreasonably request; PROVIDED, HOWEVERprovided, that in no event shall the Company shall not be obligated to file (i) qualify to do business in any jurisdiction where it is not now so qualified, (ii) take any action which would subject it to general consent to service of process or to qualify as a foreign corporation in any jurisdiction in which where it is not now so qualified. subject, (iii) become a dealer of securities or (iv) become subject to taxation in any jurisdiction where it is not now so subject. (h) The Company will apply the net proceeds from time to time, prepare the offering 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 sale of the NotesShares in the manner set forth in the Prospectus under the caption "Use of Proceeds." (i) The Company will use its reasonable best efforts to ensure that the Shares are listed on the NNMS at the time of the Closing. (gj) During For a period of five years commencing with one year from the date hereofClosing Date, the Company will furnish to you the Placement Agent, as soon as they are available, copies of all periodic and special reports or other communications (financial or other) furnished to stockholders holders of the Company and of all informationShares, documents and other than any such reports or communications filed with 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 its security holders an earnings statement in accordance with Section 11(a) of the Securities Act and Rule 158 thereunder. (i) The Company agrees to pay all costs and expenses incident to the performance of its obligations under this Agreement and the Indenture, including all costs and expenses incident (i) the preparation, printing and filing with the Commission and the National Association of Securities Dealers, Inc. ("NASD") of the Registration Statement, any Preliminary Prospectus, the Prospectus and the Form T-1 filed in connection with the Notes (the "Form T-1"), (ii) the furnishing pursuant to the Underwriter 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 Underwriter, (iv) the preparation, printing and filing of all supplements and amendments to the Prospectus referred to in paragraph (d) of this Section 6 and the T-1, (v) the furnishing to you of the reports and information referred to in paragraph (g) of this Section 6 and (vi) the printing and issuance of the Indenture and the note certificates, including the transfer agentCommission's feesEDGAR system. (j) The Company agrees to reimburse you, for the account of the several Underwriter, for blue sky fees and related disbursements and costs of a legal investment survey (including counsel fees and disbursements and cost of printing memoranda for the Underwriter) paid by or for the account of the Underwriter or its counsel in qualifying the Notes under state securities or blue sky laws, in conducting a legal investment survey and in the review of the offering by the NASD. (k) The Company hereby agrees that, without the prior written consent of the Underwriter, it will not, during the period ending ninety (90) days after the date of the final Prospectus for the public offering, (1) 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 or any securities convertible into or exercisable or exchangeable for Common Stock, or (2) enter into any swap or similar agreement that transfers, in whole or in part, the economic risk of ownership of Common Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise; PROVIDED, HOWEVER, that the foregoing provisions of this paragraph (k) shall not apply to (a) the Notes to be sold to the Underwriter pursuant to this Agreement, and (b) shares of Common Stock issued under the stock option and stock purchase plans of the Company (the "Stock Plans"), including Common Stock issued upon the exercise of options granted under the Stock Plans, all as described through incorporation by reference in the Preliminary Prospectus and (c) shares of Common Stock issued on conversion of the Notes. For purposes of this paragraph (k), a sale, offer, or other disposition shall be deemed to include any sale to an institution which can, following such sale, sell Common Stock to the public in reliance on Rule 144A. (l) 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 Investment Company Act of 1940, as amended, and the rules and regulations thereunder.

Further Agreements of the Company. The Company covenants and agrees as follows: (a) The Company will (i) prepare and timely file with the Commission under Rule 424(b) a Prospectus containing information previously omitted at the time of effectiveness of the Registration Statement in reliance on Rule 430A and (ii) not file any amendment to the Registration Statement or supplement to the Prospectus of which you shall not previously have been advised and furnished with a copy or to which you shall have reasonably objected in writing or which is not in compliance with the Securities Act or the rules Rules and regulations of the CommissionRegulations. (b) The Company will promptly notify the Representatives 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 additional information, (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 action or proceeding for that purpose, (iv) the receipt by the Company of any notification with respect to the suspension of the qualification of the Notes Stock for sale in any jurisdiction, or (v) the receipt by it of notice of the initiation or threatening of any proceeding for such purpose. The Company will make every reasonable effort to prevent the issuance of such a stop order and, if such an order shall at any time be issued, to obtain the withdrawal thereof at the earliest possible moment. (c) 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- 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 youyou 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 during the period in which a prospectus is required by law to be delivered by the an Underwriter or dealer, likewise send to you the Underwriters as many additional copies of the Prospectus and as many copies of any supplement to the Prospectus and of any amended Prospectusprospectus, filed by the Company with the Commission, as you may reasonably request for the purposes contemplated by the Securities Act. (d) If at any time during the period in which a prospectus is required by law to be delivered by the an Underwriter or dealer any event relating to or affecting the Company, or of which the Company shall be advised in writing by you, shall occur as a result of which it is necessary, in the opinion of counsel for the Company or of counsel for the UnderwriterUnderwriters, 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 NotesStock, the Company will forthwith prepare and file with the Commission a supplement to the Prospectus or an amended Prospectus prospectus so that the Prospectus as so supplemented or amended will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances existing at the time such Prospectus is delivered to such purchaser, not misleading. If, after the initial public offering of the Notes Stock by the Underwriter Underwriters and during such period, the Underwriter Underwriters shall propose to vary the terms of offering thereof by reason of changes in general market conditions or otherwise, you will advise the Company in writing of the proposed variation, and, if in the opinion either of counsel for the Company or of counsel for the Underwriter Underwriters such proposed variation requires that the Prospectus be supplemented or amended, the Company will forthwith prepare and file with the Commission a supplement to the Prospectus or an amended Prospectus prospectus setting forth such variation. The Company authorizes the Underwriter Underwriters and all dealers to whom any of the Notes Stock may be sold by the Underwriter several Underwriters to use the Prospectus, as from time to time amended or supplemented, in connection with the sale of the Notes 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 prospectus proposed to be filed. (f) The Company will cooperate, when and as requested by you, in the qualification of the Notes 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 the 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 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 NotesStock. (g) During a period of five three years commencing with the date hereof, the Company will furnish to you 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 its security holders an earnings statement in accordance with Section 11(a) of the Securities Act and Rule 158 thereunder. (i) The Company agrees to pay all costs and expenses incident to the performance of its obligations under this Agreement and the IndentureAgreement, including all costs and expenses incident incident to (i) the preparation, printing and filing with the Commission and the National Association of Securities Dealers, Inc. ("NASD") NASD of the Registration Statement, any Preliminary Prospectus, the Prospectus and the Form T-1 filed in connection with the Notes (the "Form T-1")Prospectus, (ii) the furnishing to the Underwriter 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 UnderwriterUnderwriters, (iv) the preparation, printing and filing of all supplements and amendments to the Prospectus referred to in paragraph (d) of this Section 6 and the T-16, (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 the Indenture and the note stock certificates, including the transfer agent's fees. Except as specifically provided for in this Section 6, the Underwriters will pay their own costs and expenses, including fees of their counsel, any stock transfer taxes due upon any resale of Stock by them and advertising costs incurred by them. (j) The Company agrees to reimburse you, for the account of the several UnderwriterUnderwriters, for blue sky fees and related disbursements and costs of a legal investment survey (including counsel fees and disbursements and cost of printing memoranda for the UnderwriterUnderwriters) paid by or for the account of the Underwriter Underwriters or its their counsel in qualifying the Notes Stock under state securities or blue sky laws, in conducting a legal investment survey laws and in the review of the offering by the NASD. (k) The Company hereby agrees that, without the prior written consent of Chase Securities Inc. on behalf of the UnderwriterUnderwriters, it the Company will not, during for a period of 180 days following the period ending ninety (90) days after the date commencement of the final Prospectus for public offering of the public offeringStock by the Underwriters, directly or indirectly, (1i) sell, offer, pledge, sell, contract to sell, make any short sale, pledge, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, purchase or otherwise transfer or dispose of, directly or indirectly, of any shares of Common Stock or any securities convertible into or exchangeable or exercisable for or exchangeable for any rights to purchase or acquire Common Stock, Stock or (2ii) enter into any swap or similar other agreement that transfers, in whole or in part, any of the economic risk of consequences or ownership of Common Stock, whether any such transaction described in clause (1i) or (2ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise; PROVIDED, HOWEVER, that the . The foregoing provisions of this paragraph (k) sentence shall not apply to (a) the Notes to be sold to the Underwriter pursuant to this Agreement, and (bA) shares of Common Stock issued under the stock option and stock purchase plans of by the Company (the "Stock Plans"), including Common Stock issued upon the exercise of options granted under the Stock PlansCompany's stock option plan or upon the exercise of warrants outstanding as of the date hereof, all as described through incorporation by reference in the Preliminary Prospectus Prospectus, and (cB) options to purchase Common Stock granted under the Company's stock option plan. If this Agreement is terminated prior to the Closing Date, the provisions of this Section 6(k) shall be of no further force or effect. (l) The Company agrees to use its best efforts to cause all directors, officers and the beneficial owners of the outstanding Common Stock identified on ANNEX C hereto to agree that, without the prior written consent of Chase Securities Inc. on behalf of the Underwriters, such person or entity will not, for a period of 180 days following the commencement of the public offering of the Stock by the Underwriters, directly or indirectly, sell, offer, contract to sell, transfer the economic risk of ownership in, make any short sale, pledge or otherwise dispose of any shares of Common Stock issued on conversion or any securities convertible into or exchangeable or exercisable for or any rights to purchase or acquire Common Stock. (m) If at any time during the 25-day period after the Registration Statement becomes effective any rumor, publication or event relating to or affecting the Company shall occur as a result of which in your opinion the market price for the Stock has been or is likely to be materially affected (regardless of whether such rumor, publication or event necessitates a supplement to or amendment of the Notes. For purposes of this paragraph (kProspectus), 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 sale, offer, press release or other disposition shall be deemed public statement, reasonably satisfactory to include any sale you, responding to an institution which canor commenting on such rumor, following such sale, sell Common Stock to the public in reliance on Rule 144A.publication or event. (ln) 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 Investment Company Act of 1940, as amended, and the rules and regulations thereunder. (o) The Company (i) will comply with all applicable securities and other applicable laws, rules and regulations in each jurisdiction in which the Directed Shares are offered and (ii) will pay all reasonable fees and disbursements of counsel incurred by the Underwriters in connection with the Directed Share Program and any stamp duties, similar taxes or duties or other taxes, if any, incurred by the Underwriters in connection with the Directed Share Program.

Further Agreements of the Company. The Company covenants and agrees as followswith the Placement Agent that: (a) The Company will (i) prepare Registration Statement has become effective, and timely file with if Rule 430A is used or the Commission filing of the Prospectus is otherwise required under Rule 424(b) a ), the Company will file the Prospectus containing information previously omitted at the time of effectiveness of the Registration Statement in reliance on (properly completed if Rule 430A has been used) pursuant to Rule 424(b) within the prescribed time period and (ii) not file any amendment will provide a copy of such filing to the Registration Statement or supplement to the Prospectus of which you shall not previously have been advised and furnished with a copy or to which you shall have reasonably objected in writing or which is not in compliance with the Securities Act or the rules and regulations of the CommissionPlacement Agent promptly following such filing. (b) The Company will promptly not, during such period as the Prospectus would be required by law to be delivered in connection with sales of the Shares by an underwriter or dealer in connection with the offering contemplated by this Agreement, file any amendment or supplement to the Registration Statement or the Prospectus, except as required by law, unless a copy thereof shall first have been submitted to the Placement Agent within a reasonable period of time prior to the filing thereof and the Placement Agent shall not have reasonably objected thereto in good faith. (c) The Company will notify the Representatives Placement Agent promptly, and will, if requested, confirm such notification in writing, (1) when any post-effective amendment to the event Registration Statement becomes effective, but only during the period mentioned in Section 4(b); (2) of (i) the any request by the Commission for amendment of any amendments to the Registration Statement or for supplement any amendment or supplements to the Prospectus or for any additional information, but only during the period mentioned in Section 4(b); (ii3) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement, (iii) Statement or the institution or notice of intended institution initiation of any action or proceeding proceedings for that purposepurpose or the threat thereof, but only during the period mentioned in Section 4(b); (iv4) of becoming aware of the occurrence of any event during the period mentioned in Section 4(b) that in the judgment of the Company makes any statement made in the Registration Statement or the Prospectus untrue in any material respect or that requires the making of any changes in the Registration Statement or the Prospectus in order to make the statements therein, in light of the circumstances in which they are made, not misleading; and (5) of receipt by the Company of any notification with respect to the any suspension of the qualification of the Notes Shares for offer and sale in any jurisdiction, or (v) . If at any time the receipt by it of notice Commission shall issue any order suspending the effectiveness of the initiation or threatening of any proceeding for such purpose. The Registration Statement in connection with the offering contemplated hereby, the Company will make every reasonable effort to prevent the issuance of such a stop order and, if such an order shall at any time be issued, to obtain the withdrawal thereof of any such order at the earliest possible moment. (c) The . If the Company will (i) on or before the Closing Date, deliver to you a signed copy of has omitted any information from the Registration Statement as originally filed and of each amendment thereto filed prior Statement, pursuant to the time the Registration Statement becomes effective andRule 430A, promptly upon the filing thereof, a signed copy of each post- effective amendment, if any, it will use its best efforts to the Registration Statement (together with, in each case, all exhibits thereto unless previously furnished to you), (ii) as promptly as possible deliver to you, 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 during the period in which a prospectus is required by law to be delivered by the Underwriter or dealer, likewise send to you as many additional copies of the Prospectus and as many copies of any supplement to the Prospectus and of any amended Prospectus, filed by the Company comply with the Commission, as you may reasonably request for provisions of and make all requisite filings with the purposes contemplated by Commission pursuant to said Rule 430A and to notify the Securities ActPlacement Agent promptly of all such filings. (d) If If, at any time during when a Prospectus relating to the period in which a prospectus Shares is required by law to be delivered by under the Underwriter or dealer Act, the Company becomes aware of the occurrence of any event relating to or affecting the Company, or of which the Company shall be advised in writing by you, shall occur as a result of which it is necessarythe Prospectus, as then amended or supplemented, would, in the opinion reasonable judgment of counsel for to the Company or of counsel for the Underwriter, 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 Notes, the Company will forthwith prepare and file with the Commission a supplement to the Prospectus or an amended Prospectus so that the Prospectus as so supplemented or amended will not contain Placement Agent, include any untrue statement of a material fact or omit to state any a material fact necessary in order to make the statements therein, in the light of the circumstances existing at the time such Prospectus is delivered to such purchaserunder which they were made, not misleading. If, after or the public offering of the Notes by the Underwriter and during such periodRegistration Statement, the Underwriter shall propose to vary the terms of offering thereof by reason of changes in general market conditions as then amended or otherwisesupplemented, you will advise the Company in writing of the proposed variationwould, and, if in the opinion either reasonable judgment of counsel for to the Company or counsel to the Placement Agent, 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, in the reasonable judgment of counsel for to the Underwriter such proposed variation requires that Company or counsel to the Placement Agent, at any time to amend or supplement the Prospectus be supplemented or amendedthe Registration Statement to comply with the Act or the Rules and Regulations, the Company will forthwith promptly notify the Placement Agent and, subject to Section 4(b) hereof, will promptly prepare and file with the Commission a 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 an amended Prospectus setting forth omission or effects such variationcompliance and will deliver to the Placement Agent, without charge, such number of copies thereof as the Placement Agent may reasonably request. The Company authorizes consents to the Underwriter and all dealers to whom any use of the Notes may be sold Prospectus or any amendment or supplement thereto by the Underwriter Placement Agent, and the Placement Agent agrees to use provide to each Investor, prior to the ProspectusClosing, as from time to time amended or supplemented, in connection with the sale a copy of the Notes in accordance with the applicable provisions of the Securities Act Prospectus and the applicable rules and regulations thereunder for such periodany amendments or supplements thereto. (e) Prior The Company will furnish to the filing thereof with the CommissionPlacement Agent and its counsel, the Company will submit to you, for your information, a without charge in New York City (i) one copy of any post-effective amendment the Registration Statement, including financial statements and schedules, and all exhibits thereto and (ii) so long as a prospectus relating to the Registration Statement and any supplement Shares is required to be delivered under the Act, as many copies of each Preliminary Prospectus or the Prospectus or any amended Prospectus proposed to be filedamendment or supplement thereto as the Placement Agent may reasonably request. (f) The Company will cooperate, when and as requested by you, comply with all the undertakings contained in the Registration Statement. (g) Prior to the sale of the Shares to the Investors, the Company will cooperate with the Placement Agent and its counsel in connection with the registration or qualification of the Notes Shares for offer and sale under the state securities or blue sky Blue Sky laws of such jurisdictions as you the Placement Agent may designate and, during the period in which a prospectus is required by law to be delivered by the Underwriter or dealer, in keeping such qualifications in good standing under said securities or blue sky lawsreasonably request; PROVIDED, HOWEVERprovided, that in no event shall the Company shall not be obligated to file (i) qualify to do business in any jurisdiction where it is not now so qualified, (ii) take any action which would subject it to general consent to service of process or to qualify as a foreign corporation in any jurisdiction in which where it is not now so qualified. subject, (iii) become a dealer of securities or (iv) become subject to taxation in any jurisdiction where it is not now so subject. (h) The Company will apply the net proceeds from time to time, prepare the offering 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 sale of the NotesShares in the manner set forth in the Prospectus under the caption "Use of Proceeds." (i) The Company will use its reasonable best efforts to ensure that the Shares are listed on the NNMS at the time of the Closing. (gj) During For a period of five years commencing with one year from the date hereofClosing Date, the Company will furnish to you the Placement Agent, as soon as they are available, copies of all periodic and special reports or other communications (financial or other) furnished to stockholders holders of the Company and of all informationShares, documents and other than any such reports or communications filed with 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 its security holders an earnings statement in accordance with Section 11(a) of the Securities Act and Rule 158 thereunder. (i) The Company agrees to pay all costs and expenses incident to the performance of its obligations under this Agreement and the Indenture, including all costs and expenses incident (i) the preparation, printing and filing with the Commission and the National Association of Securities Dealers, Inc. ("NASD") of the Registration Statement, any Preliminary Prospectus, the Prospectus and the Form T-1 filed in connection with the Notes (the "Form T-1"), (ii) the furnishing pursuant to the Underwriter 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 Underwriter, (iv) the preparation, printing and filing of all supplements and amendments to the Prospectus referred to in paragraph (d) of this Section 6 and the T-1, (v) the furnishing to you of the reports and information referred to in paragraph (g) of this Section 6 and (vi) the printing and issuance of the Indenture and the note certificates, including the transfer agentCommission's feesEDGAR system. (j) The Company agrees to reimburse you, for the account of the several Underwriter, for blue sky fees and related disbursements and costs of a legal investment survey (including counsel fees and disbursements and cost of printing memoranda for the Underwriter) paid by or for the account of the Underwriter or its counsel in qualifying the Notes under state securities or blue sky laws, in conducting a legal investment survey and in the review of the offering by the NASD. (k) The Company hereby agrees that, without the prior written consent of the Underwriter, it will not, during the period ending ninety (90) days after the date of the final Prospectus for the public offering, (1) 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 or any securities convertible into or exercisable or exchangeable for Common Stock, or (2) enter into any swap or similar agreement that transfers, in whole or in part, the economic risk of ownership of Common Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise; PROVIDED, HOWEVER, that the foregoing provisions of this paragraph (k) shall not apply to (a) the Notes to be sold to the Underwriter pursuant to this Agreement, and (b) shares of Common Stock issued under the stock option and stock purchase plans of the Company (the "Stock Plans"), including Common Stock issued upon the exercise of options granted under the Stock Plans, all as described through incorporation by reference in the Preliminary Prospectus and (c) shares of Common Stock issued on conversion of the Notes. For purposes of this paragraph (k), a sale, offer, or other disposition shall be deemed to include any sale to an institution which can, following such sale, sell Common Stock to the public in reliance on Rule 144A. (l) 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 Investment Company Act of 1940, as amended, and the rules and regulations thereunder.

Further Agreements of the Company. The Company covenants and agrees as follows: (a) The Company will use its best efforts to qualify the Shares, Warrants and Warrant Shares for sale under (or obtain exemptions from the application of) the securities laws of such jurisdictions as you reasonably designate and to continue such qualifications in effect so long as required for the lawful distribution of the Shares and the lawful issuance of the Warrant Shares, except that the Company shall not be required in connection therewith to qualify as a foreign corporation or to execute a general consent to service of process in any jurisdiction. The Company will immediately advise you by telephone, confirming such advice in writing, of any order or communication suspending or preventing, or threatening to suspend or prevent, the offer and sale of any of the Units, or of any proceedings or examinations which may lead to such an order or communication, by any governmental authority, as soon as the Company is advised thereof. The Company will use its best efforts to prevent the issuance of an order suspending such offer or sale or prohibiting the use of the Offering Memorandum and, if any such order is issued, to obtain its withdrawal as soon as possible. (b) From time to time prior to the final Closing Date, at your reasonable request, the Company will deliver to you such number of copies of the Offering Memorandum as you may reasonably request. (c) During the Offering Period, the Company will: (i) prepare and timely file with the Commission under Rule 424(b) a Prospectus containing information promptly notify you of any material events or developments relating to its financial condition, business operations or prospects which have not been previously omitted at the time of effectiveness of the Registration Statement in reliance on Rule 430A disclosed to you; and (ii) not file with any amendment securities regulators, or deliver to any prospective investor, any documents other than the Registration Statement Offering Memorandum, issue any press releases, or amend or supplement to the Prospectus of which you Offering Memorandum, unless such documents, press releases, amendments and supplements shall not previously first 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 the Representatives 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 additional information, (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 action or proceeding for that purpose, (iv) the receipt by the Company of any notification with respect to the suspension of the qualification of the Notes for sale in any jurisdiction, or (v) the receipt by it of notice of the initiation or threatening of any proceeding for such purpose. The Company will make every reasonable effort to prevent the issuance of such a stop order and, if such an order shall at any time be issued, to obtain the withdrawal thereof at the earliest possible moment. (c) The Company will (i) on or before the Closing Date, deliver delivered 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), (ii) as promptly as possible deliver to you, 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 during the period in which a prospectus is required by law to be delivered by the Underwriter or dealer, likewise send to you as many additional copies of the Prospectus and as many copies of any supplement to the Prospectus and of any amended Prospectus, filed by the Company with the Commission, as you may reasonably request for the purposes contemplated by the Securities Actyour counsel. (d) If at any time during the period in which a prospectus is required by law to be delivered by the Underwriter or dealer Offering Period any event relating to or affecting the Company, or of which the Company shall be advised in writing by you, shall occur as a result of which it is necessarywhich, in the opinion of counsel for the Company your reasonable opinion, should be set forth in a supplement to or of counsel for the Underwriter, to supplement or amend the Prospectus in order to make the Prospectus not misleading in the light an amendment of the circumstances existing at the time it is delivered to a purchaser of the NotesOffering Memorandum, the Company will forthwith forthwith, at its own expense, or at your expense if such event is only a change in the information originally furnished by you for inclusion in the Offering Memorandum, prepare and file with the Commission furnish to you a reasonable number of copies of a supplement to or amendment of the Prospectus or an amended Prospectus Offering Memorandum so that the Prospectus Offering Memorandum, as so supplemented or amended amended, will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances existing at the time such Prospectus is delivered to such purchaserunder which they are made, not misleading. If, after the public offering of the Notes by the Underwriter and during such period, the Underwriter shall propose to vary the terms of offering thereof by reason of changes in general market conditions or otherwise, you will advise the Company in writing of the proposed variation, and, if in the opinion either of counsel for the Company or of counsel for the Underwriter such proposed variation requires that the Prospectus be supplemented or amended, the Company will forthwith prepare and file with the Commission a supplement to the Prospectus or an amended Prospectus setting forth such variation. The Company authorizes the Underwriter and all dealers to whom any of the Notes may be sold by the Underwriter to use the Prospectus, as from time to time amended or supplemented, in connection with the sale of the Notes in accordance with the applicable provisions of the Securities Act and the applicable rules and regulations thereunder for such period. (e) Prior The Company will pay its expenses in connection with this Offering and the transactions contemplated herein, including, but not limited to: the costs of preparing and printing (or otherwise duplicating) this Agreement; all expenses incident to the filing thereof with issuance and delivery of the CommissionShares, Warrant and Warrant Shares, fees and expenses of legal counsel and independent accountants for the Company relating to opinions of counsel, audits, review of unaudited financials, or otherwise; the cost and expenses in connection with Blue Sky or other securities filings (which will submit to you, for your information, a copy of any post-effective amendment be handled by counsel to the Registration Statement Placement Agent and any supplement paid for in advance by the Company), and the costs and expenses incident to the Prospectus or any amended Prospectus proposed to be filedpreparation, printing and distribution of the Offering Memorandum (including exhibits and schedules thereto). (f) The Company will cooperatefurther pay or reimburse all costs and expenses incurred by the Placement Agent in connection with the Offering no later than on each Closing Date. In addition: (i) the Company agrees to pay you a due diligence fee of $25,000 to cover your time and expenses incurred in conducting your due diligence hereunder, when and as requested by you, in (ii) if the qualification Company elects to cancel the Offering subsequent to the distribution of the Notes for offer Offering Memorandum, and sale under prior to the securities or blue sky laws of such jurisdictions as you may designate andInitial Closing Date, during the period in which a prospectus is required by law to be delivered by the 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 promptly reimburse the Placement Agent for all your reasonable itemized out-of-pocket expenses incurred in connection with the Offering and pay a cancellation fee of process or to qualify as $25,000; (iii) if you terminate this Agreement because of a foreign corporation material inaccuracy in any jurisdiction in which it is not so qualified. The representation or warranty of the Company or the failure of any of the conditions to your obligations contained herein, the Company will from time to timepromptly reimburse you for all your reasonable itemized out-of-pocket expenses incurred in connection with the Offering and pay you a termination fee of $25,000; and (iv) regardless of whether any Units are sold, 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 the Company shall promptly after the termination of the NotesOffering or on each Closing Date, as the case may be, reimburse you (by delivery of a certified or bank cashier's check or payment by wire transfer to your counsel) for all of the reasonable legal fees and disbursements of your counsel paid or payable by you for services rendered through such date in connection with the transactions contemplated by this Agreement, whose reimbursable legal fees shall not exceed $35,000 in the aggregate, with respect to all Closings. (g) During In consideration for the services rendered to the Company in connection with the Offering, the Company will pay to you, on the Initial Closing Date, and each Additional Closing Date, (i) a cash commission in an amount equal to ten percent (10.0%) of the aggregate sales price of all Units sold at such Closing Date and (ii) a non-accountable expense allowance equal to 2% of the capital raised on each such Closing Date. In addition to the foregoing, the Company will issue and grant to you, on the final Closing Date, warrants (the "Placement Agent Warrants") to purchase at any time, for a period of five years commencing following such Closing Date, ten percent (10%) of the number of Units ("Placement Agent Warrant Securities") sold in the Offering. The exercise price of the Placement Agent Warrants Securities shall be equal to the price at which the Units are sold. The Placement Agent Warrants shall be in a form, and contain the additional terms and conditions, substantially as set forth in Exhibit C attached hereto. The Company shall also pay the Placement Agent all compensation described in this paragraph (g) with respect to all securities sold to a purchaser or purchasers in the date hereofOffering at any time prior to the expiration of twenty four months after last Closing Date if (i) such purchaser or purchasers, or prospective purchasers, were identified to the Company will furnish to you copies of all periodic and special reports furnished to stockholders of by the Placement Agent or otherwise participated in the Offering, (ii) the Placement Agent advised the Company with respect to such purchaser, purchasers or prospective purchasers during the Term hereof or (iii) the Placement Agent had discussions with such purchaser, purchasers or prospective purchasers during the Term hereof and of all information, documents and reports filed with Commissionso notified the Company during the Term. (h) Not later than the 45th day following the end Within 90 days of the fiscal quarter first occurring after the first anniversary of the Effective Datefinal closing date, the Company will make generally available shall use its best efforts to its security holders an earnings file a registration statement in accordance with Section 11(a(the "Registration Statement") on Form S-3, or, if unavailable, Form S-1 or Form SB-2, to register all of the Shares sold to investors in the Offering as well as all of the Warrant Shares issuable upon the exercise of the Warrants and the Placement Agent Warrant Securities Act (including the component parts thereof) issuable upon the exercise of the Placement Agent Warrant. The Company shall use its best efforts to cause the Registration Statement to be declared effective as soon as possible after filing, and Rule 158 thereundershall keep the Registration Statement effective for the period specified in the Subscription Agreement. The Registration Statement will be subject to those blackout provisions and other restrictions contained in the Subscription Agreement. All costs associated with the preparation, filing, printing and maintaining the effectiveness of the Registration Statement, as more fully described in the Subscription Agreement, shall be borne by the Company. (i) The Company agrees to pay all costs and expenses incident to will apply the performance net proceeds from the sale of its obligations under this Agreement and the Indenture, including all costs and expenses incident (i) the preparation, printing and filing Units in a manner consistent with the Commission and the National Association of Securities Dealers, Inc. ("NASD") of the Registration Statement, any Preliminary Prospectus, the Prospectus and the Form T-1 filed in connection with the Notes (the "Form T-1"), (ii) the furnishing to the Underwriter 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 Underwriter, (iv) the preparation, printing and filing of all supplements and amendments to the Prospectus referred to in paragraph (d) of this Section 6 and the T-1, (v) the furnishing to you of the reports and information referred to in paragraph (g) of this Section 6 and (vi) the printing and issuance of the Indenture and the note certificates, including the transfer agent's feesOffering Memorandum. (j) During the Offering Period, the Company will maintain appropriate arrangements with the Escrow Agent for depositing funds received from subscribers for the Units, as more fully described in Section 2 hereof. The Company agrees will use its best efforts to reimburse you, for cause the account Escrow Agent to make appropriate refunds of the several Underwriter, for blue sky fees and related disbursements and costs of a legal investment survey (including counsel fees and disbursements and cost of printing memoranda for the Underwriter) paid by or for the account of the Underwriter or its counsel in qualifying the Notes under state securities or blue sky laws, in conducting a legal investment survey and such funds in the review of event that such refunds are required to be made in accordance with the offering by Offering as described in the NASDOffering Memorandum. (k) The Company hereby agrees thatwill comply with all registration, without filing and reporting requirements which may from time to time be applicable to the prior written consent of Company under the Underwriter, it will not, during the period ending ninety (90) days after the date of the final Prospectus for the public offering, (1) 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 indirectlySecurities Act, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, or (2) enter into any swap or similar agreement that transfers, in whole or in part, the economic risk of ownership of Common Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise; PROVIDED, HOWEVER, that the foregoing provisions of this paragraph (k) shall not apply to (a) the Notes to be sold to the Underwriter pursuant to this Agreementapplicable Blue Sky laws, and (b) shares of Common Stock issued under the stock option and stock purchase plans of the Company (the "Stock Plans"), including Common Stock issued upon the exercise of options granted under the Stock Plans, all as described through incorporation by reference in the Preliminary Prospectus and (c) shares of Common Stock issued on conversion of the Notes. For purposes of this paragraph (k), a sale, offer, or any other disposition shall be deemed to include any sale to an institution which can, following such sale, sell Common Stock to the public in reliance on Rule 144A.applicable securities laws (l) The Company is familiar with will use commercially reasonable efforts to perform all things required or necessary to be done and performed under this Agreement by the Investment Company Act prior to the Closing Date and to satisfy all conditions precedent to delivery of 1940, as amended, the Shares and has in the past conducted its affairs, and will in the future conduct its affairs, in such a manner to ensure Warrants. (m) Provided that the Company was not and will not be an "investment company" or a company "controlled" by an "investment company" within the meaning of the Investment Company Act of 1940, as amendedPlacement Agent is able to place, and the rules Company closes upon, the Minimum Number of Units, for a period of twenty four calendar months from the last Closing Date, the Company (and regulations thereundernot CanAm nor any other joint venture of in which the Company is a partner) grants the Placement Agent a twenty one (21) day right of first refusal superseding all others to act as placement agent and/or underwriter for any further public and/or private placements of debt or equity by the Company;. The Company agrees that if the Placement Agent is able to place, and the Company closes upon, the Minimum Number of Units, the Placement Agent shall have an irrevocable preferential right for a period of two years from the last Closing Date to purchase for its account or to sell for the account of the Company, or any subsidiary of or successor to the Company, any securities of the Company or any such subsidiary or successor which the Company, any such subsidiary or successor may seek to sell through an underwriter, placement agent or broker-dealer whether pursuant to registration under the Act or otherwise. The Company, any such subsidiary or successor will consult the Placement Agent with regard to any such offering and will offer the Placement Agent the opportunity to purchase or sell any such securities on terms not more favorable to the Company, any such subsidiary or successor than it or they can secure elsewhere. If the Placement Agent fails to accept such offer within 21 days after the mailing of a notice containing such offer by registered mail addressed to the Placement Agent, then the Placement Agent shall have no further claim or right with respect to the financing proposal contained in such notice. If, however, the terms of such proposal are subsequently modified in any material respect, the preferential right referred to herein shall apply to such modified proposal as if the original proposal had not been made. The Placement Agents failure to exercise its preferential right with respect to any particular proposal shall not affect its preferential rights relative to future proposals.

Further Agreements of the Company. The Company and the Selling Stockholder covenants and agrees with the Underwriters as follows: (a) The Company will (i) prepare use its best efforts to cause the Registration Statement, and timely file with the Commission under Rule 424(b) a Prospectus containing information previously omitted any amendment thereof, if not effective at the time of effectiveness execution of this Agreement, to become effective as promptly as possible. If the Registration Statement has become or becomes effective pursuant to Rule 430A, or filing of the Prospectus is otherwise required under Rule 424(b), the Company will file the Prospectus, properly completed (and in form and substance reasonably satisfactory to counsel for the Underwriters) pursuant to Rule 424(b) within the time period prescribed and will provide evidence satisfactory to the Representative of such timely filing. The Company will not file the Prospectus, any amended Prospectus, any amendment of the Registration Statement in reliance on or supplement to the Prospectus or make any filing under Rule 430A 462(b) of the Rules and (ii) not Regulations without advising the Representative of, and furnishing the Underwriters with copies thereof a reasonable time prior to the proposed filing of, such amendment or supplement and without obtaining the prior consent of the Representative to such filing. The Company will prepare and file with the Commission, promptly upon the request of the Representative, any amendment to the Registration Statement or supplement to the Prospectus of which you shall not previously have been advised and furnished with a copy that may be necessary or to which you shall have reasonably objected advisable in writing or which is not in compliance connection with the Securities Act or the rules and regulations distribution of the CommissionShares by you, and use its best efforts to cause the same to become effective as promptly as possible. (b) The Company will promptly notify advise the Representatives in the event of Representative (i) when the Registration Statement shall have become effective, (ii) when any amendment thereof shall have become effective, (iii) of any request by the Commission for any amendment of or supplement to the Registration Statement or for supplement to the Prospectus or for any additional information, (iiiv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement, (iii) Statement or the institution or notice of intended institution threatening of any action or proceeding for that purpose, purpose and (ivv) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Notes Shares for sale in any jurisdiction, jurisdiction or (v) the receipt by it of notice of the initiation or threatening of any proceeding for such purpose. The Company will make every reasonable effort use its best efforts to prevent the issuance of any such a stop order or suspension and, if such an order shall at any time be issued, to obtain as soon as possible the withdrawal thereof at the earliest possible momentthereof. (c) The Company will (i) on or before the Closing Date, deliver to each of you and your counsel a signed conformed 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 conformed copy of each post- 462(b) Registration Statement and post-effective amendment, if any, to the Registration Statement (together with, in each case, all exhibits thereto unless previously furnished to you)) and all documents filed by the Company with the Commission under the Exchange Act and deemed to be incorporated by reference into any Preliminary Prospectus or the Prospectus, and will also deliver to you, for distribution to the Underwriters, a sufficient number of additional conformed copies of each of the foregoing (excluding exhibits) so that one copy of each may be distributed to each Underwriter, (ii) as promptly as possible deliver to youthe Underwriters, at such office or offices as you may designate, as many copies of any Preliminary Prospectus and the Prospectus as you may reasonably request, request and (iii) thereafter from time to time during the period in which a prospectus is required by law to be delivered by the an Underwriter or a dealer, likewise send to you the Underwriters as many additional copies of the Prospectus and as many copies of any supplement to the Prospectus and of any amended Prospectus, filed by the Company with the Commission, as you may reasonably request for the purposes contemplated by the Securities Act. (d) If at any time during the period in which a prospectus is required by law to be delivered by the an Underwriter or a dealer any event relating to or affecting the Company, or of which the Company shall be advised in writing by you, shall occur as a result of which it is necessary, in the opinion of counsel for the Company or of counsel for the Underwriter, necessary 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 NotesShares, or if it shall be necessary to amend or to supplement the Prospectus to comply with the Securities Act or the Rules and Regulations, the Company will forthwith prepare and file with the Commission a supplement to the Prospectus or an amended Prospectus so that the Prospectus as so supplemented or amended will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances existing at the time such Prospectus is delivered to such purchaser, not misleading, and so that it then will otherwise comply with the Securities Act and the Rules and Regulations. If, after the public offering of the Notes Shares by the Underwriter Underwriters and during such period, the Underwriter Underwriters shall propose to vary the terms of offering thereof by reason of changes in general market conditions or otherwise, you will advise the Company in writing of the proposed variation, and, if in the opinion either of counsel for the Company or of counsel for the Underwriter Underwriters such proposed variation requires that the Prospectus be supplemented or amended, the Company will forthwith prepare and file with the Commission a supplement to the Prospectus or an amended Prospectus prospectus setting forth such variation. The Company authorizes the Underwriter Underwriters and all dealers to whom any of the Notes Shares may be sold by the Underwriter Underwriters to use the Prospectus, as from time to time amended or supplemented, in connection with the sale of the Notes Shares in accordance with the applicable provisions of the Securities Act and the applicable rules Rules and regulations thereunder Regulations 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 462(b) Registration Statement, 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 cooperate with you and as requested by you, your counsel in the qualification of the Notes Shares for offer and sale under the securities or blue sky Blue Sky laws of such jurisdictions as you may designate and, during the period in which a prospectus is required by law to be delivered by the an Underwriter or a dealer, in keeping such qualifications in good standing under said securities or blue sky Blue Sky laws; PROVIDEDprovided, HOWEVERhowever, that the Company shall not be obligated to file any general consent to service of process or to qualify to do business as a foreign corporation in any jurisdiction in which it is not so qualified. The Company will 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 NotesShares. (g) During a period of five years commencing with the date hereofof this Agreement, the Company will promptly furnish to you 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 Company, of all information, documents and reports filed with Commission, any securities exchange or the National Association of Securities Dealers, Inc. and of all press releases and material news items or articles in respect of the Company, its products or affairs released or prepared by the Company (other than promotional and marketing materials disseminated solely to customers and potential customers of the Company in the ordinary course of business); and any additional information concerning the Company or its business which you may reasonably request. (h) Not As soon as practicable, but not later than the 45th day following the end of the fiscal quarter first occurring ending after the first anniversary of the Effective Date, the Company will make generally available to its security securities holders and furnish to the Underwriters an earnings statement or statements in accordance with Section 11(a) of the Securities Act and Rule 158 thereunder. (i) The Company agrees to pay all costs that it will cause each of its executive officers and expenses incident directors and those other Material Holders designated by the Representative prior to the performance of its obligations under this Agreement and the Indenture, including all costs and expenses incident (i) the preparation, printing and filing with the Commission and the National Association of Securities Dealers, Inc. ("NASD") of the Registration Statement, any Preliminary Prospectus, the Prospectus and the Form T-1 filed in connection with the Notes (the "Form T-1"), (ii) the furnishing to the Underwriter 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 date of this Agreement and related documents delivered to enter into agreements with the Representative to the Underwritereffect that they will not, directly or indirectly, without your prior written consent, sell, offer, contract to sell, grant any option to purchase, or otherwise dispose of any shares of Common Stock, or any securities convertible into, exchangeable for or exercisable for Common Stock, or any rights to purchase or acquire Common Stock (ivother than intra-family transfers or transfers to trusts for estate planning purposes) for a period of six months after the preparation, printing and filing of all supplements and amendments to the Prospectus referred to in paragraph (d) of this Section 6 and the T-1, (v) the furnishing to you of the reports and information referred to in paragraph (g) of this Section 6 and (vi) the printing and issuance of the Indenture and the note certificates, including the transfer agent's feesClosing Date. (j) The Company agrees will apply the net proceeds from the offering received by it in the manner set forth under the caption "Use of Proceeds" in the Prospectus and will file such reports with the Commission with respect to reimburse you, for the account sale of the several Underwriter, for blue sky fees Shares and related disbursements and costs of a legal investment survey (including counsel fees and disbursements and cost of printing memoranda for the Underwriter) paid by or for the account application of the Underwriter or its counsel in qualifying the Notes under state securities or blue sky laws, in conducting a legal investment survey and in the review proceeds therefrom as may be required pursuant to Rule 463 of the offering by the NASDRules and Regulations. (k) The Company hereby agrees thatwill, without the prior written consent of the Underwriter, it will not, during the period ending ninety (90) days after to the date of the final Prospectus for the public offering, (1) 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 or any securities convertible into or exercisable or exchangeable for Common Stock, or (2) enter into any swap or similar agreement that transfers, in whole or in part, the economic risk of ownership of Common Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise; PROVIDED, HOWEVER, that the foregoing provisions of this paragraph (k) shall not apply to (a) the Notes to be sold to the Underwriter pursuant to this Agreement, and (b) shares of Common at all times thereafter, unless such securities are then listed on a national securities exchange, cause the Shares and Representative's Warrant Stock issued under to be included for quotation on the stock option Nasdaq National Market, and stock purchase plans the Company will comply with all registration, filing, reporting and other requirements of the Company (Exchange Act and the "Stock Plans"), including Common Stock issued upon the exercise of options granted under the Stock Plans, all as described through incorporation by reference in the Preliminary Prospectus and (c) shares of Common Stock issued on conversion of the Notes. For purposes of this paragraph (k), a sale, offer, or other disposition shall Nasdaq National Market which may from time to time be deemed to include any sale to an institution which can, following such sale, sell Common Stock applicable to the public Company. The Company further agrees not to delist from the Nasdaq National Market without the Representative's approval, unless required to do so by the Nasdaq National Market. As soon as practicable after the Shares become eligible therefor, the Company will apply for listing in reliance on Rule 144A.one or more securities manuals (such as Xxxxx'x Over-the-Counter Industrial Manual or Standard & Poor's Corporation Description Manual). (l) The Company is familiar with will use its best efforts to maintain insurance of the Investment Company Act of 1940, as amended, types and has in the past conducted amounts which it deems adequate for its affairsbusiness and consistent with insurance coverage maintained by companies of similar size and engaged in similar businesses, including, but not limited to, general liability insurance covering all real and will in the future conduct its affairs, in such a manner to ensure that personal property owned or leased by the Company was not against theft, damage, destruction, acts of vandalism and all other risks customarily insured against. The Company will not be an "investment company" or use its best efforts to obtain and maintain a company "controlled" by an "investment company" within the meaning reasonable amount of the Investment Company Act of 1940, as amendedDirectors and Officers liability insurance from a reputable insurer, and the rules level of coverage as well as the identity of the insurer shall be reasonably acceptable to the Representative. (m) In accordance with the Representative's Warrants, the Company agrees, upon its receipt from the Representative of the sum of $200.00 in payment therefor, to deliver to the Representative on the Closing Date upon completion of the purchase and regulations thereundersale of the Shares pursuant to Section 2 of this Agreement, the Representative's Warrants representing the right to purchase up to [200,000] shares of Common Stock at a price equal to 120% of the offering price per share of Common Stock to the public as set forth on the cover page of the Prospectus. (n) The Company shall use its best efforts to retain in their current positions the individuals named as executive officers under the caption "Management" in the Registration Statement for a reasonable period after the consummation of the Public Offering. (o) The Company shall, on or prior to the Closing Date, amend its Bylaws to provide that it will use its best efforts to at all times maintain at least two (2) independent directors (that is directors that are not officers of the Company, who are neither related to its officers nor represent concentrated or family holdings of the Company's shares, and who, in the view of the Company's board of directors, are free of any relationship that would interfere with the exercise of independent judgement (the "Independent Directors"). The Independent Directors shall constitute a majority of the Company's audit and compensation committees. Further, the favorable vote of a majority of the Company's Independent Directors shall be required as to any related party transaction between the Company and any 5% or more stockholder of the Company and/or officer or director of the Company (or any affiliates of such individuals). Any proposed changes in the Company's Bylaws that are not otherwise approved by the majority vote of the shares held by the Company's non- management stockholders (i.e., stockholders exclusive of officers and directors of the Company) shall be approved by a majority of the Company's directors and not disapproved by a majority of the Company's Independent Directors. (p) Except in connection with acquisitions or shares of Common Stock issuable upon exercise of options or warrants outstanding prior to the Closing Date and except for the grant of options to its officers and employees under the Company's 1998 Stock Option Plan at an exercise price equal to the Public Offering Price per share, during the period of the offering, and for a period of six months from the Closing Date, the Company will not (i) sell or otherwise dispose of any securities of the Company (except pursuant to the Company's employee benefit plans described in the Registration Statement) or (ii) purchase any shares of capital stock of the Company, without your prior written consent. (q) During the period of two (2) years commencing with the date of this Agreement, the Company's Chief Executive Officer or Chief Financial Officer will visit the United States investor community twice each year, stopping once on the West Coast, once on the East Coast, and once in the Midwest on each trip, as directed by the Representative in its sole discretion. (r) The Company will instruct its transfer agent to provide you with copies of the Depository Trust Company stock transfer sheets on a weekly basis for a period of six months from the Closing Date and on a monthly basis thereafter for six additional months. (s) The Company will reserve and keep available that maximum number of its authorized but unissued securities which are issuable upon exercise of the Representative's Warrants.

Further Agreements of the Company. The Company covenants and agrees as followswith the Underwriters: (a) The Company will (iTo prepare the Rule 462(b) prepare Registration Statement, if necessary, in a form approved by the Underwriters and timely 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 payme/nt of such fee pursuant to Rule 111(b) under Rule 424(b) the Rules and Regulations; to prepare the Prospectus in a Prospectus form approved by the Underwriters containing information previously omitted at the time of effectiveness of the Registration Statement Statements in reliance on Rules 430A, 430B or 430C of the Rules and Regulations and to file such 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; prior to the expiration of the Prospectus Delivery Period (ii) not as defined below), to notify the Underwriters immediately of the Company’s intention to file or prepare any supplement or amendment to the any Registration Statement or to the Prospectus and to make no amendment or supplement to the Prospectus of which you shall not previously have been advised and furnished with a copy Registration Statements, the General Disclosure Package or to the Prospectus to which you the Underwriters shall have reasonably objected in writing or which is not in compliance with object by notice to the Securities Act or Company after a reasonable period to review; prior to the rules and regulations expiration of the Commission. (b) The Company will Prospectus Delivery Period, to advise the Underwriters, promptly notify the Representatives in the event of (i) the request by the Commission for amendment after it receives notice thereof, of the time when any amendment to any Registration Statement has been filed or for becomes effective or any supplement to the General Disclosure Package or the Prospectus or any amended Prospectus 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 Commission pursuant to Rules 433(d) or 163(b)(2) of the Rules and Regulations, as the case may be; 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 any additional informationso 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 or sale of the Stock (ii) the “Prospectus Delivery Period”); prior to the expiration of the Prospectus Delivery Period, 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 effectiveness of the Registration Statement, (iii) the institution or notice of intended institution use of any action Preliminary Prospectus, any Issuer Free Writing Prospectus or proceeding for that purposethe Prospectus, (iv) the receipt by the Company of any notification with respect to the suspension of the qualification of the Notes 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. The Company will make every reasonable effort to prevent , or of any request by the Commission for the amending or supplementing of the Registration Statements, the General Disclosure Package or the Prospectus or for additional information; and, in the event of the issuance of such a any stop order andor of any order preventing or suspending the use of any Preliminary Prospectus, if any Issuer Free Writing Prospectus or the Prospectus or suspending any such an order shall at any time be issuedqualification, and promptly to use its reasonable best efforts to obtain the withdrawal thereof at of such order. (b) The Company represents and agrees that, unless it obtains the earliest possible momentprior consent of the Underwriters, it has not made and will not, other than the Final Term Sheet (defined below), if any, prepared and filed pursuant to Section 4(c) hereof, make any offer relating to the Stock that would constitute a “free writing prospectus” as defined in Rule 405 of the Rules and Regulations unless the prior written consent of the Underwriters has been received (each, a “Permitted Free Writing Prospectus”); provided that the prior written consent of the Underwriters hereto shall be deemed to have been given in respect of the Issuer Free Writing Prospectuses included in Schedule B hereto. The Company represents that it has treated and agrees that it will treat each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus, 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 and will not take any action that would result in the Underwriters or the Company being required to file with the Commission pursuant to Rule 433(d) of the Rules and Regulations a free writing prospectus prepared by the Underwriters that the Underwriters would not have been required to file thereunder. The Company consents to the use by the Underwriters of a free writing prospectus that (a) is not an “issuer free writing prospectus” as defined in Rule 433 of the Rules and Regulations, and (b) contains only (i) information describing the preliminary terms of the Stock or its offering and (ii) information that described the final terms of the Stock or its offering and that is included in the Final Term Sheet, if any, contemplated in Section 4(c) below. (c) 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), (ii) as promptly as possible deliver to you, 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 during the period in which a prospectus is required by law to be delivered by the Underwriter or dealer, likewise send to you as many additional copies of the Prospectus and as many copies of any supplement to the Prospectus and of any amended Prospectus, filed by the Company with the Commission, as you may reasonably request for the purposes contemplated by the Securities Act.[Intentionally Omitted] (d) If at any time during prior to the period in which expiration of nine (9) months after the later of (i) the latest effective date of the Registration Statements or (ii) the date of the Prospectus, when a prospectus relating to the Stock is required by law to be delivered by (or in lieu thereof, the Underwriter or dealer notice referred to in Rule 173(a) of the Rules and Regulations) any event relating to occurs or affecting the Company, or of which the Company shall be advised in writing by you, shall occur condition exists as a result of which it is necessary, in the opinion of counsel for the Company or of counsel for the Underwriter, 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 Notes, the Company will forthwith prepare and file with the Commission a supplement to the Prospectus or an amended Prospectus so that the Prospectus as so then amended or supplemented or amended will not contain would include any untrue statement of a material fact fact, or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances existing at under which they were made when the time such Prospectus is delivered (or in lieu thereof, the notice referred to such purchaserin Rule 173(a) of the Rules and Regulations), not misleading. If, after or if it is necessary at any time to amend or supplement any Registration Statement or the public offering of Prospectus or to file under the Notes Exchange Act any document incorporated by the Underwriter and during such period, the Underwriter shall propose to vary the terms of offering thereof by reason of changes in general market conditions or otherwise, you will advise the Company in writing of the proposed variation, and, if reference in the opinion either of counsel for Prospectus to comply with the Company Securities Act or of counsel for the Underwriter such proposed variation requires Exchange Act, that the Prospectus be supplemented or amended, the Company will forthwith promptly notify the Underwriters thereof and upon its request will prepare an appropriate amendment or supplement or upon its request make an appropriate filing pursuant to Section 13 or 14 of the Exchange Act in form and file with the Commission a supplement substance satisfactory to the Prospectus Underwriters which will correct such statement or an amended Prospectus setting forth omission or effect such variationcompliance and will use its reasonable best efforts to have any amendment to any Registration Statement declared effective as soon as possible. The Company authorizes will furnish without charge to the Underwriter Underwriters and all dealers to whom any of dealer in securities as many copies as the Notes Underwriters may be sold by the Underwriter to use the Prospectus, as from time to time amended reasonably request of such amendment or supplemented, supplement. In case the Underwriters are required to deliver a prospectus (or in connection with the sale of the Notes 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 Commissionlieu thereof, the Company will submit notice referred 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 Notes 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 the 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 Notes. (g) During a period of five years commencing with the date hereof, the Company will furnish to you copies of all periodic and special reports furnished to stockholders of the Company and of all information, documents and reports filed with 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 its security holders an earnings statement in accordance with Section 11(aRule 173(a) of the Securities Act Rules and Rule 158 thereunder. (iRegulations) The Company agrees to pay all costs and expenses incident relating to the performance Stock nine (9) months or more after the later of its obligations under this Agreement and the Indenture, including all costs and expenses incident (i) the preparation, printing and filing with the Commission and the National Association of Securities Dealers, Inc. ("NASD") latest effective date of the Registration Statement, any Preliminary Prospectus, the Prospectus and the Form T-1 filed in connection with the Notes (the "Form T-1"), Statements or (ii) the furnishing to the Underwriter 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 Underwriter, (iv) the preparation, printing and filing of all supplements and amendments to the Prospectus referred to in paragraph (d) of this Section 6 and the T-1, (v) the furnishing to you of the reports and information referred to in paragraph (g) of this Section 6 and (vi) the printing and issuance of the Indenture and the note certificates, including the transfer agent's fees. (j) The Company agrees to reimburse you, for the account of the several Underwriter, for blue sky fees and related disbursements and costs of a legal investment survey (including counsel fees and disbursements and cost of printing memoranda for the Underwriter) paid by or for the account of the Underwriter or its counsel in qualifying the Notes under state securities or blue sky laws, in conducting a legal investment survey and in the review of the offering by the NASD. (k) The Company hereby agrees that, without the prior written consent of the Underwriter, it will not, during the period ending ninety (90) days after the date of the final Prospectus for the public offering, (1) 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 or any securities convertible into or exercisable or exchangeable for Common Stock, or (2) enter into any swap or similar agreement that transfers, in whole or in partProspectus, the economic risk of ownership of Common Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise; PROVIDED, HOWEVER, that Company upon the foregoing provisions of this paragraph (k) shall not apply to (a) the Notes to be sold to the Underwriter pursuant to this Agreement, and (b) shares of Common Stock issued under the stock option and stock purchase plans request of the Company (the "Stock Plans"), including Common Stock issued upon the exercise of options granted under the Stock Plans, all Underwriters will prepare promptly an amended or supplemented Prospectus as described through incorporation by reference in the Preliminary Prospectus and (c) shares of Common Stock issued on conversion of the Notes. For purposes of this paragraph (k), a sale, offer, or other disposition shall may be deemed necessary to include any sale to an institution which can, following such sale, sell Common Stock to the public in reliance on Rule 144A. (l) The Company is familiar permit compliance 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 Investment Company Act of 1940, as amended, and the rules and regulations thereunder.requirements of

Further Agreements of the Company. The Company covenants and agrees as followsagrees: (a) The Company will (i) prepare and timely file the Prospectus with the Commission under pursuant to and in accordance with subparagraph (2) (or, if applicable and if consented to by Xxxxxx, subparagraph (5)) of Rule 424(b) a Prospectus containing information previously omitted at not later than the time second business day following the execution and delivery of effectiveness this Agreement. The Company will advise Xxxxxx promptly of the Registration Statement in reliance on any such filing pursuant to Rule 430A and (ii) not file any amendment to the Registration Statement or supplement to the Prospectus of which you shall not previously have been advised and furnished with a copy or to which you shall have reasonably objected in writing or which is not in compliance with the Securities Act or the rules and regulations of the Commission424(b). (b) The Company will promptly notify advise the Representatives in promptly of any proposal to amend or supplement the event Registration Statement or the Prospectus and will not effect such amendment or supplementation without the Representatives' prior consent, which consent shall not be unreasonably withheld; and the Company will also advise the Representatives promptly of (i) the request by the Commission for effectiveness of any amendment or supplementation of the Registration Statement or for supplement to the Prospectus or for any additional information, (ii) and of the issuance institution by the Commission of any stop order suspending the effectiveness proceedings in respect of the Registration Statement, (iii) the institution or notice of intended institution of any action or proceeding for that purpose, (iv) the receipt by the Company of any notification with respect to the suspension of the qualification of the Notes for sale in any jurisdiction, or (v) the receipt by it of notice of the initiation or threatening of any proceeding for such purpose. The Company Statement and will make every use its reasonable effort best efforts to prevent the issuance of any such a stop order andand to obtain as soon as possible its lifting, if such an order shall at any time be issued, to obtain the withdrawal thereof at the earliest possible moment. (c) The Company will (i) on or before the Closing DateIf, 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), (ii) as promptly as possible deliver to you, 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 during the period in which a prospectus is required by law to be delivered by the Underwriter or dealer, likewise send to you as many additional copies of the Prospectus and as many copies of any supplement to the Prospectus and of any amended Prospectus, filed by the Company with the Commission, as you may reasonably request for the purposes contemplated by the Securities Act. (d) If at any time during the period in which when a prospectus is required by law to be delivered by the Underwriter or dealer any event relating to or affecting the Company, or of which the Company shall be advised in writing by you, shall occur as a result of which it Notes is necessaryrequired, in the opinion of counsel for the Company or of counsel for the UnderwriterUnderwriters, to supplement be delivered under the Act in connection with sales by any Underwriter or amend the Prospectus in order to make the Prospectus not misleading in the light dealer, any event occurs as a result of the circumstances existing at the time it is delivered to a purchaser of the Notes, the Company will forthwith prepare and file with the Commission a supplement to the Prospectus or an amended Prospectus so that which the Prospectus as so then amended or supplemented or amended will not contain any 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 existing at the time such Prospectus is delivered to such purchaserunder which they were made, not misleading. If, after the public offering of the Notes by the Underwriter and during or if it is necessary at any such period, the Underwriter shall propose time to vary the terms of offering thereof by reason of changes in general market conditions or otherwise, you will advise the Company in writing of the proposed variation, and, if in the opinion either of counsel for the Company or of counsel for the Underwriter such proposed variation requires that amend the Prospectus be supplemented or amendedto comply with the Act, the Company will forthwith promptly notify the Representatives of such event and will promptly prepare and file with the Commission a Commission, at its own expense, an amendment or supplement to the Prospectus which will correct such statement or omission or an amended Prospectus setting forth amendment which will effect such variationcompliance. The Company authorizes Neither the Underwriter and all dealers to whom Representatives' consent to, nor the Underwriters' delivery of, any such amendment or supplement shall constitute a waiver of any of the Notes may be sold by the Underwriter to use the Prospectus, as from time to time amended or supplemented, conditions set forth in connection with the sale of the Notes in accordance with the applicable provisions of the Securities Act and the applicable rules and regulations thereunder for such periodSection 7. (ed) Prior to the filing thereof with the CommissionAs soon as practicable, 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 Notes 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 the Underwriter or dealer, in keeping such qualifications in good standing under said securities or blue sky laws; PROVIDED, HOWEVER, that the Company shall but 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 Notes. (g) During a period of five years commencing with later than 16 months after the date hereof, the Company will furnish to you copies of all periodic and special reports furnished to stockholders of the Company and of all information, documents and reports filed with Commission. (h) Not later than the 45th day following the end of the fiscal quarter first occurring after the first anniversary of the Effective Datethis Agreement, the Company will make generally available to its security holders securityholders an earnings statement in accordance (which need not be audited) covering a period of at least 12 months beginning after the later of (i) the effective date of the most recent post-effective amendment to the Registration Statement to become effective prior to the date of this Agreement and (ii) the date of the Company's most recent Annual Report on Form 10-K filed with the Commission prior to the date of this Agreement, which will satisfy the provisions of Section 11(a) of the Securities Act. (e) The Company will furnish to the Representatives copies of the Registration Statement (four of which will be signed and will include all exhibits), each preliminary prospectus and preliminary prospectus supplement relating to the Notes, and, so long as delivery of a prospectus relating to the Notes is required to be delivered under the Act in connection with sales by any Underwriter or dealer, the Prospectus and Rule 158 thereunderall amendments and supplements to such documents, in each case as soon as available and in such quantities as the Representatives request. The Company will pay the expenses of printing and distributing to the Underwriters all such documents. (f) The Company will arrange for the qualifications of the Notes for sale under the laws of such jurisdictions in the United States as the Representatives designate and will continue such qualifications in effect so long as required for the distribution, provided that, in connection therewith the Company shall not, with respect to any such jurisdiction, be required to qualify as a foreign corporation, to file a general consent to service of process or to take any other action that would subject it to service of process in suits other than those arising out of the offering of the Notes or to taxation in respect of doing business in any jurisdiction in which it is not otherwise subject. (g) During the period of three years hereafter, the Company will furnish to the Representatives and, upon request, to each of the Underwriters, as soon as practicable, after the end of each fiscal year, a copy of its annual report to stockholders for such year; and the Company will furnish to the Representatives as soon as available, a copy of each report and any definitive proxy statement of the Company filed with the Commission under the Exchange Act or mailed to stockholders. (h) The Company will indemnify and hold harmless the Underwriters against any documentary, stamp or similar issuance tax, including any interest and penalties, on the issuance and sale of the Notes and on the execution and delivery of this Agreement. All payments to be made by the Company hereunder shall be made without withholding or deduction for or on account of any present or future taxes, duties or governmental charges whatsoever unless the Company is compelled by law to deduct or withhold such taxes, duties or charges. In that event, the Company shall pay such additional amounts as may be necessary in order that the net amounts received after such withholding or deduction shall equal the amounts that would have been received if no withholding or deduction had been made. (i) The Company agrees to pay all costs and expenses incident to shall apply the performance of its obligations under this Agreement and net proceeds from the Indenture, including all costs and expenses incident (i) the preparation, printing and filing with the Commission and the National Association of Securities Dealers, Inc. ("NASD") sale of the Registration Statement, any Preliminary Notes as set forth in the Prospectus, the Prospectus and the Form T-1 filed in connection with the Notes (the "Form T-1"), (ii) the furnishing to the Underwriter 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 Underwriter, (iv) the preparation, printing and filing of all supplements and amendments to the Prospectus referred to in paragraph (d) of this Section 6 and the T-1, (v) the furnishing to you of the reports and information referred to in paragraph (g) of this Section 6 and (vi) the printing and issuance of the Indenture and the note certificates, including the transfer agent's fees. (j) The Company agrees No action has been or, prior to reimburse you, for the account completion of the several Underwriter, for blue sky fees and related disbursements and costs of a legal investment survey (including counsel fees and disbursements and cost of printing memoranda for the Underwriter) paid by or for the account of the Underwriter or its counsel in qualifying the Notes under state securities or blue sky laws, in conducting a legal investment survey and in the review of the offering by the NASD. (k) The Company hereby agrees that, without the prior written consent of the Underwriter, it will not, during the period ending ninety (90) days after the date of the final Prospectus for the public offering, (1) 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 or any securities convertible into or exercisable or exchangeable for Common Stock, or (2) enter into any swap or similar agreement that transfers, in whole or in part, the economic risk of ownership of Common Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise; PROVIDED, HOWEVER, that the foregoing provisions of this paragraph (k) shall not apply to (a) the Notes to be sold to the Underwriter pursuant to this Agreement, and (b) shares of Common Stock issued under the stock option and stock purchase plans of the Company (the "Stock Plans"), including Common Stock issued upon the exercise of options granted under the Stock Plans, all as described through incorporation by reference in the Preliminary Prospectus and (c) shares of Common Stock issued on conversion distribution of the Notes. For purposes , will be taken by the Company in any jurisdiction outside the United States that would permit a public offering of this paragraph (k), a sale, offerthe Notes, or other disposition shall be deemed to include possession or distribution of the Prospectus, or any sale to an institution which canamendment or supplement thereto, following such sale, sell Common Stock to the public or any related preliminary prospectus or preliminary prospectus supplement issued in reliance on Rule 144A. (l) The Company is familiar connection with the Investment Company Act offering of 1940the Notes, as amended, and has in the past conducted its affairs, and will in the future conduct its affairsor any other offering material, in such a manner to ensure any country or jurisdiction where action for that the Company was not and will not be an "investment company" or a company "controlled" by an "investment company" within the meaning of the Investment Company Act of 1940, as amended, and the rules and regulations thereunderpurpose is required.

Further Agreements of the Company. The Company covenants and --------------------------------- agrees with the several Underwriters as follows: (a) The Company will (i) prepare use its best efforts to cause the Registration Statement, and timely file with the Commission under Rule 424(b) a Prospectus containing information previously omitted any amendment thereof, if not effective at the time of effectiveness execution of this Agreement, to become effective as promptly as possible. If the Registration Statement has become or becomes effective pursuant to Rule 430A, or filing of the Prospectus is otherwise required under Rule 424(b), the Company will file the Prospectus, properly completed (and in form and substance reasonably satisfactory to the Underwriters) pursuant to Rule 424(b) within the time period prescribed and will provide evidence satisfactory to the Representatives of such timely filing. The Company will not file the Prospectus, any amended Prospectus, any amendment (including post-effective amendments) of the Registration Statement in reliance on Rule 430A or any supplement to the Prospectus without (i) advising the Representatives of and, a reasonable time prior to the proposed filing of such amendment or supplement, furnishing the Representatives with copies thereof and (ii) not obtaining the prior consent of the Representatives to such filing. The Company will prepare and file with the Commission, promptly upon the request of the Representatives, any amendment to the Registration Statement or supplement to the Prospectus of which you shall not previously have been advised and furnished with a copy that may be necessary or to which you shall have reasonably objected advisable in writing or which is not in compliance connection with the Securities Act or the rules and regulations distribution of the CommissionStock by the Underwriters and use its best efforts to cause the same to become effective as promptly as possible. (b) The Company will promptly notify advise the Representatives in the event of (i) when the Registration Statement becomes effective, (ii) when any post-effective amendment thereof becomes effective, (iii) of any request by the Commission for any amendment of or supplement to the Registration Statement or for supplement to the Prospectus or for any additional information, (iiiv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement, (iii) Statement or the institution or notice of intended institution threatening of any action or proceeding for that purpose, purpose and (ivv) of the receipt by the Company of any notification with respect to the suspension of the registration, qualification or exemption from registration or qualification of the Notes Stock for sale in any jurisdiction, jurisdiction or (v) the receipt by it of notice of the initiation or threatening of any proceeding for such purpose. The Company will make every reasonable effort use its best efforts to prevent the issuance of any such a stop order or suspension and, if such an order shall at any time be issued, to obtain as soon as possible the withdrawal thereof at the earliest possible momentthereof. (c) The Company will (i) on or before the Closing Date, deliver to each of you and your counsel a signed copy of the Registration Statement as originally filed and of each amendment thereto filed prior to the time the Registration Statement becomes effective and, promptly upon the filing thereof, a signed copy of each post- 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 several Underwriters, a sufficient number of additional conformed copies of each of the foregoing (excluding exhibits) so that one copy of each may be distributed to each Underwriter, (ii) as promptly as possible deliver to youeach of 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, request and (iii) thereafter from time to time during the period in which a prospectus is required by law to be delivered by the an Underwriter or a dealer, likewise to send to you the Underwriters as many additional copies of the Prospectus and as many copies of any supplement to the Prospectus and of any amended Prospectus, filed by the Company with the Commission, as you may reasonably request for the purposes contemplated by the Securities Act. (d) If at any time during the period in which a prospectus is required by law to be delivered by the an Underwriter or a dealer any event relating to or affecting the Company, or of which the Company shall be advised in writing by you, shall occur as a result of which it is necessary, in the opinion of counsel for the Company or of counsel for the Underwriter, necessary to supplement or amend the Prospectus in order to make the Prospectus not misleading or so that the Prospectus will not omit to state a material fact necessary to be stated therein, in the light of the circumstances existing each case at the time it the Prospectus is delivered to a purchaser of the NotesStock, or if it shall be necessary to amend or to supplement the Prospectus to comply with the Securities Act or the Rules and Regulations, the Company will forthwith prepare and file with the Commission a supplement to the Prospectus or an amended Prospectus so that the Prospectus as so supplemented or amended will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances existing at the time such Prospectus is delivered to such purchaserunder which they were made, not misleadingmisleading and so that it then will otherwise comply with the Securities Act and the Rules and Regulations. If, after the public offering of the Notes Stock by the Underwriter Underwriters and during such period, the Underwriter shall Underwriters propose to vary the terms of offering thereof by reason of changes in general market conditions or otherwise, you will advise the Company in writing of the proposed variationvariation and if, and, if in the opinion either of counsel for the Company or of counsel for the Underwriter Underwriters, such proposed variation requires that the Prospectus be supplemented or amended, the Company will forthwith prepare and file with the Commission a supplement to the Prospectus or an amended Prospectus setting forth such variation. The Company authorizes the Underwriter Underwriters and all dealers to whom any of the Notes Stock may be sold by the Underwriter Underwriters to use the Prospectus, as from time to time so amended or supplemented, in connection with the sale of the Notes Stock in accordance with the applicable provisions of the Securities Act and the applicable rules Rules and regulations thereunder Regulations 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 cooperate with you and as requested by you, your counsel in the qualification or registration of the Notes Stock for offer and sale under the securities or blue sky laws of such jurisdictions as you may designate and, if applicable, in connection with exemptions from such qualification or registration and, during the period in which a prospectus Prospectus is required by law to be delivered by the an Underwriter or a dealer, in keeping such qualifications qualifications, registrations and exemptions in good standing under said securities or blue sky lawseffect; PROVIDEDprovided, HOWEVERhowever, that the Company shall not be obligated to file any general consent to service of process or to qualify to do business as a foreign corporation in any jurisdiction in which it is not so qualified. The Company will will, from time to time, prepare and file such statements, reports, reports and other documents as are or may be required to continue such qualifications qualifications, registrations and exemptions in effect for so long a period as you may reasonably request for the distribution of the NotesStock. (gf) During a period of five years commencing with the date hereofof this Agreement, the Company will promptly furnish to each of you and to each Underwriter who may so request in writing copies of (i) all periodic and special reports furnished by it to stockholders shareholders of the Company and of Company, (ii) all information, documents and reports filed by it with the Commission, any securities exchange on which any securities of the Company are then listed, Nasdaq or its National Market or the NASD, (iii) all press releases and material news items or articles in respect of the Company or its affairs released or prepared by the Company (other than promotional and marketing materials disseminated solely to customers and potential customers of the Company in the ordinary course of business) and (iv) any additional information concerning the Company or its business which the Representatives may reasonably request. (hg) Not As soon as practicable, but not later than the 45th day following the end of the fiscal quarter first occurring ending after the first anniversary of the Effective Date, the Company will make generally available to its security securities holders and furnish to the Representatives an earnings statement or statements in accordance with Section 11(a) of the Securities Act and Rule 158 thereunderof the Rules and Regulations. (h) The Company will apply the net proceeds from the offering of the Stock substantially in the manner set forth under the caption "Use of Proceeds" in the Prospectus. (i) The Company agrees will cause the Common Stock (including the Stock) to pay be listed on the Nasdaq National Market, and the Company will comply with all costs registration, filing, reporting and expenses incident other requirements of the Exchange Act and any such exchange or the Nasdaq National Market which may from time to time be applicable to the performance of its obligations under this Agreement and the Indenture, including all costs and expenses incident (i) the preparation, printing and filing with the Commission and the National Association of Securities Dealers, Inc. ("NASD") of the Registration Statement, any Preliminary Prospectus, the Prospectus and the Form T-1 filed in connection with the Notes (the "Form T-1"), (ii) the furnishing to the Underwriter 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 Underwriter, (iv) the preparation, printing and filing of all supplements and amendments to the Prospectus referred to in paragraph (d) of this Section 6 and the T-1, (v) the furnishing to you of the reports and information referred to in paragraph (g) of this Section 6 and (vi) the printing and issuance of the Indenture and the note certificates, including the transfer agent's feesCompany. (j) The Company agrees will use its best efforts to reimburse you, for the account maintain insurance of the several Underwriter, for blue sky fees and related disbursements and costs of a legal investment survey (including counsel fees and disbursements and cost of printing memoranda for the Underwriter) paid by or for the account of the Underwriter or its counsel in qualifying the Notes under state securities or blue sky laws, in conducting a legal investment survey types and in the review amounts which it deems adequate for its business consistent with insurance coverage maintained by companies of the offering similar size and engaged in similar businesses, including, but not limited to, general liability insurance covering all real and personal property owned or leased by the NASDCompany against theft, damage, destruction, acts of vandalism and all other risks customarily insured against. (k) The Company hereby agrees that, without the prior written consent of the Underwriter, it will not, during the period ending ninety (90) days after the date of the final Prospectus for the public offering, (1) 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 or any securities convertible into or exercisable or exchangeable for Common Stock, or (2) enter into any swap or similar agreement that transfers, in whole or in part, the economic risk of ownership of Common Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise; PROVIDED, HOWEVER, that the foregoing provisions of this paragraph (k) shall not apply to (a) the Notes to be sold to the Underwriter pursuant to this Agreement, and (b) shares of Common Stock issued under the stock option and stock purchase plans of the Company (the "Stock Plans"), including Common Stock issued upon the exercise of options granted under the Stock Plans, all as described through incorporation by reference in the Preliminary Prospectus and (c) shares of Common Stock issued on conversion of the Notes. For purposes of this paragraph (k), a sale, offer, or other disposition shall be deemed to include any sale to an institution which can, following such sale, sell Common Stock to the public in reliance on Rule 144A. (l) 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 Investment Company Act of 1940, as amended, and the rules and regulations thereunder.

Further Agreements of the Company. The Company covenants and agrees as follows: (a) The Company will (i) prepare and timely file with the Commission under Rule 424(b) a Prospectus containing information previously omitted at the time of effectiveness of the Registration Statement in reliance on Rule 430A and (ii) 430A; provided, however, that the Company shall not file such Prospectus under Rule 424(b) or any amendment to the Registration Statement or supplement to the Prospectus of which you shall not previously have been advised and furnished with a copy or to which you shall have reasonably objected in writing or which is not in compliance with the Securities Act or the rules and regulations of the Commission. The Company will provide evidence satisfactory to the Underwriters of the timely filing of the Prospectus filed under Rule 424(b). (b) The Company will promptly notify the Representatives each Underwriter in the event of (i) the request by the Commission for amendment of the Registration Statement or for any supplement to the Prospectus or for any additional information, (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 action or proceeding for that purpose, (iv) the receipt by the Company of any notification with respect to the suspension of the qualification of the Notes Stock for sale in any jurisdiction, or (v) the receipt by it the Company of notice of the initiation or threatening of any proceeding for such purpose. The Company will make every reasonable effort to prevent the issuance of such a stop order and, if such an order shall at any time be issued, to obtain the withdrawal thereof at the earliest possible moment. (c) The Company will (i) on or before the date hereof, and with respect to documents filed after the date hereof, 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- 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 a sufficient number of copies of each may be distributed to each Underwriter, (ii) as promptly as possible deliver to youyou 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 during the period in which a prospectus is required by law to be delivered by the an Underwriter or dealer, likewise send to you the Underwriters as many additional copies of the Prospectus and as many copies of any supplement to the Prospectus and of any amended Prospectusprospectus, filed by the Company with the Commission, as you may reasonably request for the purposes contemplated by the Securities Act. (d) If at any time during the period in which a prospectus is required by law to be delivered by the an Underwriter or dealer dealer, any event relating to or affecting the Company, or of which the Company shall be advised in writing by you, shall occur as a result of which it is necessary, in the opinion of counsel for the Company or of counsel for the UnderwriterUnderwriters, 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 NotesStock, the Company will forthwith prepare and file with the Commission Commission, at its own expense, a supplement to the Prospectus or an amended Prospectus prospectus so that the Prospectus as so supplemented or amended will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances existing at the time such Prospectus is delivered to such purchaser, not misleading. IfIn addition, after the public offering of the Notes by the Underwriter and during such period, the Underwriter shall propose to vary the terms of offering thereof by reason of changes in general market conditions or otherwise, you will advise the Company in writing of the proposed variation, and, if in the opinion either of counsel for the Company or of counsel for the Underwriter such proposed variation requires that the Prospectus be supplemented or amendedupon your written request, the Company will forthwith at its own expense prepare and file with the Commission a supplement any amendments or supplements to the Registration Statement or Prospectus which, in the opinion of counsel to the Underwriters, may be necessary or an amended Prospectus setting forth such variationadvisable in connection with the distribution of the Stock by the Underwriters. The Company authorizes the Underwriter Underwriters and all dealers to whom any of the Notes Stock may be sold by the Underwriter several Underwriters to use the Prospectus, as from time to time amended or supplemented, in connection with the sale of the Notes 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 or amendment 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 Notes 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 the an Underwriter or dealer, in keeping such qualifications in good standing under said securities or blue sky laws; PROVIDEDprovided, HOWEVERhowever, that the Company shall not be obligated to file any general consent to service of process or to qualify as a foreign corporation in any jurisdiction in which it is not so qualified. The Company will 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 NotesStock. (g) During a period of five years commencing with the date hereof, the Company will furnish to you 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 upon request 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 its security holders an earnings statement in accordance with Section 11(a) of the Securities Act and Rule 158 thereunder. (i) The Whether or not the transactions contemplated hereunder are consummated or this Agreement is terminated, the Company agrees to pay all costs and expenses incident to the performance of its obligations under this Agreement and the IndentureAgreement, including all costs and expenses incident incident to (i) the preparation, printing and filing with the Commission and the National Association of Securities Dealers, Inc. ("NASD") of the Registration Statement, any Preliminary Prospectus, the Prospectus and the Form T-1 filed Prospectus (other than, except as provided for in paragraph (j) below and unless expressly provided for elsewhere herein, fees and disbursements of Underwriters' counsel, fees and expenses incurred by the Underwriters in connection with the Notes (preparation of the "Form T-1"Registration Statement, the Preliminary Prospectus and the Prospectus and any advertising or marketing expenses incurred in connection with the offering by the Underwriters), (ii) the furnishing to the Underwriter Underwriters of copies of any Preliminary Prospectus 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 required to be delivered to the UnderwriterUnderwriters pursuant hereof, (iv) the preparation, printing and filing of all supplements and amendments to the Prospectus referred to in paragraph (d) of this Section 6 (other than, except as provided for in paragraph (j) below and unless expressly provided for elsewhere herein, fees and disbursements of Underwriters' counsel and fees and expenses incurred by the T-1Underwriters in connection with the preparation of any such supplement or amendment), (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 the Indenture and the note stock certificates, including the transfer agent's fees. (j) The Company agrees to reimburse you, for the account of the several UnderwriterUnderwriters, for blue sky fees and related disbursements and costs of a legal investment survey (including including, without limitation, filing fees, counsel fees and disbursements and cost of printing memoranda for the Underwriterdisbursements) paid by or for the account of the Underwriter Underwriters or its their counsel in qualifying the Notes Stock under state securities or blue sky laws, in conducting a legal investment survey laws and in the review of the offering by the NASD. (k) The Company hereby agrees that, without the prior written consent of Xxxxxxxxx & Xxxxx LLC on behalf of the UnderwriterUnderwriters, it the Company will not, during the period ending ninety (90) days after the date of the final Prospectus for the public offering, (1) 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, offer, sell, pledge, contract to sell (including any short sale), grant any option to purchase or otherwise dispose of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, or (2) enter into any swap short sale (whether or similar agreement that transfers, in whole or in part, not against the economic risk of ownership of Common Stock, whether any such transaction described in clause (1box) or any purchase, sale or grant of any right (2including without limitation, any put or call option) above is with respect to be settled by delivery any security (other than a broad-based market basket or index) that includes, relates to or derives any significant part of its value from the Common Stock or such other securities, in cash or otherwise; PROVIDED, HOWEVER, that for a period continuing until 180 days after the effective date of the registration statement relating to the initial Public Offering. The foregoing provisions of this paragraph (k) sentence shall not apply to (aA) the Notes Stock to be sold to the Underwriter Underwriters pursuant to this Agreement, and (bB) shares of Common Stock issued by the Company upon the exercise of options granted or other awards under the stock option and stock purchase plans of the Company (the "Stock Option Plans"), including all as described in the Preliminary Prospectus, and (C) options to purchase Common Stock issued upon the exercise or other awards of options (or relating to) Common Stock granted under the Stock Option Plans, all as described through incorporation by reference in the Preliminary Prospectus and (c) shares of Common Stock issued on conversion of the Notes. For purposes of this paragraph (k), a sale, offer, or other disposition shall be deemed to include any sale to an institution which can, following such sale, sell Common Stock to the public in reliance on Rule 144A.. (l) If at any time during the 25-day period after the Registration Statement becomes effective any rumor, publication or event relating to or affecting the Company shall occur as a result of which in your opinion the market price for the Stock has been or is likely to be materially affected (regardless of whether such rumor, publication or event necessitates a supplement to or amendment of the Prospectus), the Company will, after written notice from you advising the Company to the effect set forth above, forthwith 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 Investment Company Act of 1940, as amended, and the rules and regulations thereunder. (n) The Company will apply the net proceeds of the sale of the Stock sold by it substantially in accordance with its statements under the caption "Use of Proceeds" in the Prospectus.

Further Agreements of the Company. The Company covenants and agrees as follows: (a) The Company will (i) prepare and timely file with the Commission under Rule 424(b) a Prospectus containing information previously omitted at the time of effectiveness of the Registration Statement in reliance on Rule 430A and (ii) not file any amendment to the Registration Statement or supplement to the Prospectus of which you shall not previously have been advised and furnished with a copy or to which you shall have reasonably objected in writing or which is not in compliance with the Securities Act or and the rules and regulations of the CommissionCommission thereunder. (b) The Company will promptly notify the Representatives 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 additional information, (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 action or proceeding for that purpose, (iv) the receipt by the Company of any notification with respect to the suspension of the qualification of the Notes Stock for sale in any jurisdiction, jurisdiction or (v) the receipt by it of notice of the initiation or threatening of any proceeding for such purpose. The Company will make every reasonable effort to prevent the issuance of such a stop order and, if such an order shall at any time be issued, to obtain the withdrawal thereof at the earliest possible moment. (c) 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- 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 youyou 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, request and (iii) thereafter from time to time during the period in which a prospectus is required by law to be delivered by the an Underwriter or dealer, likewise send to you the Underwriters as many additional copies of the Prospectus and as many copies of any supplement to the Prospectus and of any amended Prospectusprospectus, filed by the Company with the Commission, as you may reasonably request for the purposes contemplated by the Securities Act. (d) If at any time during the period in which a prospectus is required by law to be delivered by the an Underwriter or dealer dealer, any event relating to or affecting the Company, or of which the Company shall be advised in writing by you, shall occur as a result of which it is necessary, in the opinion of counsel for the Company or of counsel for the UnderwriterUnderwriters, to supplement or amend the Prospectus so that it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements contained in the Prospectus not misleading in the light of the circumstances existing at the time it is delivered to a purchaser of the NotesStock, not misleading, the Company will forthwith prepare and file with the Commission a supplement to the Prospectus or an amended Prospectus prospectus so that the Prospectus as so supplemented or amended will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances existing at the time such Prospectus is delivered to such purchaser, not misleading. If, after the initial public offering of the Notes Stock by the Underwriter Underwriters and during such period, the Underwriter Underwriters shall propose to vary the terms of offering thereof by reason of changes in general market conditions or otherwise, you will advise the Company in writing of the proposed variation, and, if in the opinion either of counsel for the Company or of counsel for the Underwriter Underwriters such proposed variation requires that the Prospectus be supplemented or amended, the Company will forthwith prepare and file with the Commission a supplement to the Prospectus or an amended Prospectus prospectus setting forth such variation. The Company authorizes the Underwriter Underwriters and all dealers to whom any of the Notes Stock may be sold by the Underwriter several Underwriters to use the Prospectus, as from time to time amended or supplemented, in connection with the sale of the Notes Stock in accordance with the applicable provisions of the Securities Act and the applicable rules and regulations of the Commission 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 prospectus proposed to be filed. (f) The Company will cooperate, when and as requested by you, in the qualification of the Notes 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 the 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 will, from time to time, prepare and file such statements, reports, reports and other documents as are or may be required to continue such qualifications in effect for so long a period as you may reasonably request for distribution of the NotesStock. (g) During a period of five years commencing with the date hereof, as long as the Company continues to have reporting obligations under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the Company will furnish to you 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 its security holders securityholders an earnings statement in accordance with Section 11(a) of the Securities Act and Rule 158 thereunder. (i) The Company agrees to pay all costs and expenses incident to the performance of its obligations under this Agreement and the IndentureAgreement, including all costs and expenses incident incident to (i) the preparation, printing and filing with the Commission and the National Association of Securities Dealers, Inc. ("NASD") NASD of the Registration Statement, any Preliminary Prospectus, the Prospectus and the Form T-1 filed in connection with the Notes (the "Form T-1")Prospectus, (ii) any applicable listing or other fees, (iii) the furnishing to the Underwriter Underwriters of copies of any Preliminary Prospectus and of the several documents required by paragraph (c) of this Section 6 to be so furnished, (iiiiv) the printing of this Agreement and related documents delivered to the UnderwriterUnderwriters, (ivv) the preparation, printing and filing of all supplements and amendments to the Prospectus referred to in paragraph paragraph (d) of this Section 6 and the T-16, (vvi) the furnishing to you and the Underwriters of the reports and information referred to in paragraph (g) of this Section 6 and 6, (vivii) the printing and issuance of the Indenture and the note stock certificates, including the transfer agent's feesfees and (viii) all costs and expenses of the Underwriters incident to the Directed Share Program, including the fees and disbursements of counsel to the Underwriters and any stamp duties or other taxes. It is understood, however, that, except as provided in this Section 6, the Underwriters will pay all of their own costs and expenses, including the fees of their counsel, and stock transfer taxes on resale of any of the Stock by them. (j) The Company agrees to reimburse you, for the account of the several UnderwriterUnderwriters, for blue sky fees and related disbursements and costs of a legal investment survey (including counsel fees and disbursements and the cost of printing memoranda for the UnderwriterUnderwriters) paid by or for the account of the Underwriter Underwriters or its their counsel in qualifying the Notes Stock under state securities or blue sky laws, in conducting a legal investment survey laws and in the review of the offering by the NASD. (k) The Company hereby agrees that, without the prior written consent of Chase Securities Inc. on behalf of the UnderwriterUnderwriters, it the Company will not, during for a period of 180 days following the period ending ninety (90) days after the date commencement of the final Prospectus for public offering of the public offeringStock by the Underwriters, directly or indirectly, (1i) offer, pledge, sell, contract to sell, make any short sale, pledge, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, purchase or otherwise transfer or dispose of, directly or indirectly, of any shares of Common Stock or any securities convertible into or exchangeable or exercisable for or exchangeable for any rights to purchase or acquire Common Stock, Stock or (2ii) enter into any swap or similar other agreement that transfers, in whole or in part, any of the economic risk of consequences or ownership of Common Stock, whether any such transaction described in clause (1i) or (2ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise; PROVIDED, HOWEVER, that the . The foregoing provisions of this paragraph (k) sentence shall not apply to (aA) the Notes Stock to be sold to the Underwriter Underwriters pursuant to this Agreement, and (bB) shares of Common Stock issued under the stock option and stock purchase plans of by the Company (the "Stock Plans"), including Common Stock issued upon the exercise of options granted prior to the date of the Prospectus under the Stock Plans, all as stock option plans of the Company described through incorporation by reference in the Preliminary Prospectus (the "Option Plans"), (C) options to purchase Common Stock granted under the Option Plans; PROVIDED THAT, for purposes of this clause (C) any such options granted after the date hereof until the end of the 180-day period shall not be exercisable until 180 days after the commencement of the public offering of the Stock by the Underwriters, and (cD) Common Stock sold or otherwise issued in connection with a sale of control of the Company (which shall mean the acquisition by a person or group (other than Fox Xxxxx or its affiliates) of a majority of the voting power of the Company); PROVIDED in the event of this clause (D) that the Company gives notice to Chase Securities Inc. in writing of its intention to engage in such a sale or other issuance and, to the extent that the Company remains a publicly traded company after such sale or other issuance, prior to any such sale or other issuance, each person who acquires such shares shall execute an agreement satisfactory to Chase Securities, Inc. pursuant to which each such person shall agree to receive and hold such shares of Common Stock issued on conversion of or securities convertible into or exchangeable for the Notes. For purposes of this paragraph (k)Common Stock, a salesubject to the provisions hereof, offer, or other disposition and that there shall be deemed to include any sale to an institution which can, following such sale, sell Common Stock to no further transfer except in accordance with the public in reliance on Rule 144A.provisions hereof. (l) The Company agrees to use all reasonable efforts to cause all directors, officers and holders of 98% of the shares of Common Stock and any options or similar rights to purchase Common Stock to furnish to you, prior to the Closing Date, executed lock-up agreements in the form of Annex C attached hereto. (m) If at any time during the 25-day period after the Registration Statement becomes effective any rumor, publication or event relating to or affecting the Company shall occur as a result of which in your reasonable opinion the market price for the Stock has been or is familiar likely to be materially affected (regardless of whether such rumor, publication or event necessitates a supplement to or amendment of the Prospectus), the Company will, after written notice from you advising the Company to the effect set forth above, forthwith prepare, consult with you concerning the Investment Company Act of 1940, as amendedsubstance of, and has disseminate a press release or other public statement, reasonably satisfactory to you, responding to or commenting on such rumor, publication or event. (n) The Company shall apply the net proceeds of its sale of the Stock as set forth in the past conducted its affairsProspectus under the heading "Use of Proceeds." (o) The Company will maintain a transfer agent and, and will in if necessary under 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 jurisdiction of incorporation of the Investment Company Act of 1940Company, registrar (which may be the same entity as amended, and the rules and regulations thereundertransfer agent) for its Common Stock.

Further Agreements of the Company. The Company covenants and agrees as follows: (a) The Company will (i) prepare and timely file with the Commission under Rule 424(b) a Prospectus containing information previously omitted at the time of effectiveness of the Registration Statement in reliance on Rule 430A and (ii) not file any amendment to the Registration Statement or supplement to the Prospectus of which you shall not previously have been advised and furnished with a copy or to which you shall have reasonably objected in writing or which is not in compliance with the Securities Act or the rules and regulations of the Commission. (b) The Company will promptly notify the Representatives 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 additional information, (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 action or proceeding for that purpose, (iv) the receipt by the Company of any notification with respect to the suspension of the qualification of the Notes Stock for sale in any jurisdiction, or (v) the receipt by it of notice of the initiation or threatening of any proceeding for such purpose. The Company will make every reasonable effort to prevent the issuance of such a stop order and, if such an order shall at any time be issued, to obtain the withdrawal thereof at the earliest possible moment. (c) 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- 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 youyou 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 during the period in which a prospectus is required by law to be delivered by the an Underwriter or dealer, likewise send to you the Underwriters as many additional copies of the Prospectus and as many copies of any supplement to the Prospectus and of any amended Prospectusprospectus, filed by the Company with the Commission, as you may reasonably request for the purposes contemplated by the Securities Act. (d) If at any time during the period in which a prospectus is required by law to be delivered by the an Underwriter or dealer any event relating to or affecting the Company, or of which the Company shall be advised in writing by you, shall occur as a result of which it is necessary, in the opinion of counsel for the Company or of counsel for the UnderwriterUnderwriters, 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 NotesStock, the Company will forthwith prepare and file with the Commission a supplement to the Prospectus or an amended Prospectus prospectus so that the Prospectus as so supplemented or amended will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances existing at the time such Prospectus is delivered to such purchaser, not misleading. If, after the initial public offering of the Notes Stock by the Underwriter Underwriters and during such period, the Underwriter Underwriters shall propose to vary the terms of offering thereof by reason of changes in general market conditions or otherwise, you will advise the Company in writing of the proposed variation, and, if in the opinion either of counsel for the Company or after entertaining in good faith the views of counsel for the Underwriter Underwriters, such proposed variation requires that the Prospectus be supplemented or amended, the Company will forthwith prepare and file with the Commission a supplement to the Prospectus or an amended Prospectus prospectus setting forth such variation. The Company authorizes the Underwriter Underwriters and all dealers to whom any of the Notes Stock may be sold by the Underwriter several Underwriters to use the Prospectus, as from time to time amended or supplemented, in connection with the sale of the Notes 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 prospectus proposed to be filed. (f) The Company will cooperate, when and as requested by you, in the qualification of the Notes 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 the an Underwriter or dealer, in keeping such qualifications in good standing under said securities or blue sky laws; PROVIDEDprovided, HOWEVERhowever, that the Company shall not be obligated to file any general consent to service of process or to qualify as a foreign corporation in any jurisdiction in which it is not so qualified. The Company will 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 NotesStock. (g) During a period of five years commencing with the date hereof, the Company will furnish to you 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 CommissionCompany. (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 its security holders an earnings statement in accordance with Section 11(a) of the Securities Act and Rule 158 thereunder. (i) The Company agrees to pay all costs and expenses incident to the performance of its the Company's and the Selling Stockholders obligations under this Agreement and the IndentureAgreement, including all costs and expenses incident incident to (i) the preparation, printing and filing with the Commission and the National Association of Securities Dealers, Inc. ("NASD") of the Registration Statement, any Preliminary Prospectus, the Prospectus and the Form T-1 filed in connection with the Notes (the "Form T-1")Prospectus, (ii) the furnishing to the Underwriter 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 UnderwriterUnderwriters, (iv) the preparation, printing and filing of all supplements and amendments to the Prospectus referred to in paragraph (d) of this Section 6 and the T-16, (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 the Indenture and the note stock certificates, including the transfer agent's fees. The Selling Securityholders will pay any transfer taxes incident to the transfer to the Underwriters of the shares of Stock being sold by the Selling Securityholders. (j) The Company agrees to reimburse you, for the account of the several UnderwriterUnderwriters, for blue sky fees and related disbursements and costs of a legal investment survey (including counsel fees and disbursements and cost of printing memoranda for the UnderwriterUnderwriters) paid by or for the account of the Underwriter Underwriters or its their counsel in qualifying the Notes Stock under state securities or blue sky laws, in conducting a legal investment survey laws and in the filing fees incident to the review of the offering by the NASD. (k) The provisions of paragraphs (i) and (j) of this Section are intended to relieve the Underwriters from the payment of the expenses and costs which the Company and the Selling Securityholders hereby agree to pay and shall not affect any agreement which the Company and the Selling Securityholders may make, or may have made, for the sharing of any such expenses and costs. l) The Company and each of the Selling Securityholders hereby agrees that, without the prior written consent of Xxxxxxxxx & Xxxxx LLC on behalf of the UnderwriterUnderwriters, it the Company or such Selling Securityholder, as the case may be, will not, during for a period of 180 days following the period ending ninety (90) days after the date commencement of the final Prospectus for public offering of the public offeringStock by the Underwriters, directly or indirectly, (1i) sell, offer, pledge, sell, contract to sell, make any short sale, pledge, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, purchase or otherwise transfer or dispose of, directly or indirectly, of any shares of Common Stock or any securities convertible into or exchangeable or exercisable for or exchangeable for any rights to purchase or acquire Common Stock, Stock or (2ii) enter into any swap or similar other agreement that transfers, in whole or in part, any of the economic risk of consequences or ownership of Common Stock, whether any such transaction described in clause (1i) or (2ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise; PROVIDED, HOWEVER, that the . The foregoing provisions of this paragraph (k) sentence shall not apply to (a) the Notes Stock to be sold to the Underwriter Underwriters pursuant to this Agreement, and (b) shares the issuance by the Company of Common Stock issued under the stock option and stock purchase plans of the Company (the "Stock Plans"), including Common Stock issued upon the exercise of options granted under an option or warrant, the Stock Plansconversion of a security, all as or any other contractual obligation, in each case outstanding on the date hereof and described through incorporation by reference in the Preliminary Prospectus and Prospectus, (c) shares the issuance by the Company of options to purchase Common Stock pursuant to any employee benefit plan of the Company that is in existence on the date hereof and described in the Prospectus, (d) the issuance by the Company of Common Stock issued on conversion pursuant to any employee benefit plan of the Notes. For purposes Company that is in existence on the date hereof and described in the Prospectus, provided that the recipient of this paragraph such shares agrees to be bound by the provisions of the foregoing sentence, (ke) the transfer of securities by a Selling Securityholder by gift, will, intestate succession or partnership distribution for no consideration, provided that the recipient of such securities agrees to be bound by the provisions of the foregoing sentence, (g) the transfer of securities by a Selling Securityholder to his or her immediate family (meaning spouse, lineal descendent, father, mother, brother, or sister) or to a trust the beneficiaries of which are exclusively such Selling Stockholders or a member or members of his or her immediate family, provided that the recipient of such securities (except for the recipient of securities issued as described in clause (a) above) agrees to be bound by the provisions of the foregoing sentence. m) If at any time during the 25-day period after the Registration Statement becomes effective any rumor, publication or event relating to or affecting the Company shall occur as a result of which in your opinion the market price for the Stock has been or is likely to be materially affected (regardless of whether such rumor, publication or event necessitates a supplement to or amendment of the Prospectus), the Company will, after written notice from you advising the Company to the effect set forth above, forthwith prepare, consult with you concerning the substance of, and disseminate a sale, offer, press release or other disposition shall be deemed public statement, reasonably satisfactory to include any sale you, responding to an institution which canor commenting on such rumor, following such sale, sell Common Stock to the public in reliance on Rule 144A.publication or event. (ln) 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 Investment Company Act of 1940, as amended, and the rules and regulations thereunder.

Further Agreements of the Company. The Company covenants and agrees with the several Underwriters as follows: (a) The Company will (i) prepare use its best efforts to cause the Registration Statement, and timely file with the Commission under Rule 424(b) a Prospectus containing information previously omitted any amendment thereof, if not effective at the time of effectiveness execution of this Agreement, to become effective as promptly as possible. If the Registration Statement has become or becomes effective pursuant to Rule 430A, or filing of the Prospectus is otherwise required under Rule 424(b), the Company will file the Prospectus, properly completed (and in form and substance reasonably satisfactory to counsel for the Underwriters) pursuant to Rule 424(b) within the time period prescribed and will provide evidence satisfactory to the Representatives of such timely filing. The Company will not file the Prospectus, any amended Prospectus, any amendment of the Registration Statement in reliance on Rule 430A or supplement to the Prospectus without advising the Representatives of, and (ii) not furnishing the Representatives with copies thereof a reasonable time prior to the proposed filing of, such amendment or supplement and without obtaining the prior consent of the Representatives to such filing. The Company will prepare and file with the Commission, promptly upon the request of the Representatives, any amendment to the Registration Statement or supplement to the Prospectus of which you shall not previously have been advised and furnished with a copy that may be necessary or to which you shall have reasonably objected advisable in writing or which is not in compliance connection with the Securities Act or the rules and regulations distribution of the CommissionSecurities by you, and use its best efforts to cause the same to become effective as promptly as possible. (b) The Company will promptly notify advise the Representatives in the event of (i) when the Registration Statement shall have become effective, (ii) when any amendment thereof shall have become effective, (iii) of any request by the Commission for any amendment of or supplement to the Registration Statement or for supplement to the Prospectus or for any additional information, (iiiv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement, (iii) Statement or the institution or notice of intended institution threatening of any action or proceeding for that purpose, purpose and (ivv) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Notes for sale in any jurisdiction, or (v) the receipt by it of notice of the initiation or threatening of any proceeding for such purpose. The Company will make every reasonable effort to prevent the issuance of such a stop order and, if such an order shall at any time be issued, to obtain the withdrawal thereof at the earliest possible moment. (c) 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), (ii) as promptly as possible deliver to you, 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 during the period in which a prospectus is required by law to be delivered by the Underwriter or dealer, likewise send to you as many additional copies of the Prospectus and as many copies of any supplement to the Prospectus and of any amended Prospectus, filed by the Company with the Commission, as you may reasonably request for the purposes contemplated by the Securities Act. (d) If at any time during the period in which a prospectus is required by law to be delivered by the Underwriter or dealer any event relating to or affecting the Company, or of which the Company shall be advised in writing by you, shall occur as a result of which it is necessary, in the opinion of counsel for the Company or of counsel for the Underwriter, 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 Notes, the Company will forthwith prepare and file with the Commission a supplement to the Prospectus or an amended Prospectus so that the Prospectus as so supplemented or amended will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances existing at the time such Prospectus is delivered to such purchaser, not misleading. If, after the public offering of the Notes by the Underwriter and during such period, the Underwriter shall propose to vary the terms of offering thereof by reason of changes in general market conditions or otherwise, you will advise the Company in writing of the proposed variation, and, if in the opinion either of counsel for the Company or of counsel for the Underwriter such proposed variation requires that the Prospectus be supplemented or amended, the Company will forthwith prepare and file with the Commission a supplement to the Prospectus or an amended Prospectus setting forth such variation. The Company authorizes the Underwriter and all dealers to whom any of the Notes may be sold by the Underwriter to use the Prospectus, as from time to time amended or supplemented, in connection with the sale of the Notes 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 Notes 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 the 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 Notes. (g) During a period of five years commencing with the date hereof, the Company will furnish to you copies of all periodic and special reports furnished to stockholders of the Company and of all information, documents and reports filed with 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 its security holders an earnings statement in accordance with Section 11(a) of the Securities Act and Rule 158 thereunder. (i) The Company agrees to pay all costs and expenses incident to the performance of its obligations under this Agreement and the Indenture, including all costs and expenses incident (i) the preparation, printing and filing with the Commission and the National Association of Securities Dealers, Inc. ("NASD") of the Registration Statement, any Preliminary Prospectus, the Prospectus and the Form T-1 filed in connection with the Notes (the "Form T-1"), (ii) the furnishing to the Underwriter 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 Underwriter, (iv) the preparation, printing and filing of all supplements and amendments to the Prospectus referred to in paragraph (d) of this Section 6 and the T-1, (v) the furnishing to you of the reports and information referred to in paragraph (g) of this Section 6 and (vi) the printing and issuance of the Indenture and the note certificates, including the transfer agent's fees. (j) The Company agrees to reimburse you, for the account of the several Underwriter, for blue sky fees and related disbursements and costs of a legal investment survey (including counsel fees and disbursements and cost of printing memoranda for the Underwriter) paid by or for the account of the Underwriter or its counsel in qualifying the Notes under state securities or blue sky laws, in conducting a legal investment survey and in the review of the offering by the NASD. (k) The Company hereby agrees that, without the prior written consent of the Underwriter, it will not, during the period ending ninety (90) days after the date of the final Prospectus for the public offering, (1) 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 or any securities convertible into or exercisable or exchangeable for Common Stock, or (2) enter into any swap or similar agreement that transfers, in whole or in part, the economic risk of ownership of Common Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise; PROVIDED, HOWEVER, that the foregoing provisions of this paragraph (k) shall not apply to (a) the Notes to be sold to the Underwriter pursuant to this Agreement, and (b) shares of Common Stock issued under the stock option and stock purchase plans of the Company (the "Stock Plans"), including Common Stock issued upon the exercise of options granted under the Stock Plans, all as described through incorporation by reference in the Preliminary Prospectus and (c) shares of Common Stock issued on conversion of the Notes. For purposes of this paragraph (k), a sale, offer, or other disposition shall be deemed to include any sale to an institution which can, following such sale, sell Common Stock to the public in reliance on Rule 144A. (l) 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 Investment Company Act of 1940, as amended, and the rules and regulations thereunder.qualification

Further Agreements of the Company. The Company covenants and agrees as followswith the --------------------------------- Placement Agent that: (a) The Company will (i) prepare and timely file with use its best efforts to qualify the Commission under Rule 424(b) a Prospectus containing information previously omitted at the time of effectiveness of the Registration Statement in reliance on Rule 430A and (ii) not file any amendment to the Registration Statement or supplement to the Prospectus of which you shall not previously have been advised and furnished with a copy or to which you shall have reasonably objected in writing or which is not in compliance with the Securities Act or the rules and regulations of the Commission. (b) The Company will promptly notify the Representatives in the event of (i) the request by the Commission Shares for amendment of the Registration Statement or for supplement to the Prospectus or for any additional information, (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 action or proceeding for that purpose, (iv) the receipt by the Company of any notification with respect to the suspension of the qualification of the Notes for sale in any jurisdiction, or (v) the receipt by it of notice of the initiation or threatening of any proceeding for such purpose. The Company will make every reasonable effort to prevent the issuance of such a stop order and, if such an order shall at any time be issued, to obtain the withdrawal thereof at the earliest possible moment. (c) 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), (ii) as promptly as possible deliver to you, 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 during the period in which a prospectus is required by law to be delivered by the Underwriter or dealer, likewise send to you as many additional copies of the Prospectus and as many copies of any supplement to the Prospectus and of any amended Prospectus, filed by the Company with the Commission, as you may reasonably request for the purposes contemplated by the Securities Act. (d) If at any time during the period in which a prospectus is required by law to be delivered by the Underwriter or dealer any event relating to or affecting the Company, or of which the Company shall be advised in writing by you, shall occur as a result of which it is necessary, in the opinion of counsel for the Company or of counsel for the Underwriter, 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 Notes, the Company will forthwith prepare and file with the Commission a supplement to the Prospectus or an amended Prospectus so that the Prospectus as so supplemented or amended will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances existing at the time such Prospectus is delivered to such purchaser, not misleading. If, after the public offering of the Notes by the Underwriter and during such period, the Underwriter shall propose to vary the terms of offering thereof by reason of changes in general market conditions or otherwise, you will advise the Company in writing of the proposed variation, and, if in the opinion either of counsel for the Company or of counsel for the Underwriter such proposed variation requires that the Prospectus be supplemented or amended, the Company will forthwith prepare and file with the Commission a supplement to the Prospectus or an amended Prospectus setting forth such variation. The Company authorizes the Underwriter and all dealers to whom any of the Notes may be sold by the Underwriter to use the Prospectus, as from time to time amended or supplemented, in connection with the sale of the Notes 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 Notes for offer and sale under the securities or blue sky laws of such jurisdictions as you the Placement Agent and the Investors may designate and, during the period in which a prospectus is required by law to be delivered by the 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 be required for purposes of the distribution of the NotesShares, except that the Company shall not be required in connection therewith or as a condition thereof to qualify as a foreign corporation or to execute a general consent to service of process in any jurisdiction in which it is not otherwise required to be so qualified or to so execute a general consent to service of process. In each jurisdiction in which the Shares shall have been qualified as above provided, the Company will make and file such statements and reports in each year as are or may be reasonably required by the laws of such jurisdiction. (b) The Company will furnish to the Placement Agent, as soon as available, copies of the Placement Memorandum in such quantities as the Placement Agent may from time to time reasonably request. (c) The Company shall comply in all respects with its obligations pursuant to the Purchase Agreements with the Investors. (d) The Company will apply the net proceeds from the sale of the Shares in the manner set forth under the caption "Use of Proceeds" in the Placement Memorandum. (e) The Company shall use its best efforts to do and perform all things required or necessary to be done and performed under the Agreements by the Company prior to each Closing Date and to satisfy all conditions precedent to the delivery of the Shares. (f) Neither the Company nor any of its affiliates will take any action in connection with the Offering which would cause them not to comply with Rule 506 of Regulation D, and the Company will make a timely filing of Form D pursuant to the requirements of Rule 503 of Regulation D. The Company shall exercise reasonable care to assure that the Investors are not underwriters within the meaning of Section 2(11) of the Act, and shall take all actions required by Rule 502(d) of Regulation D. The Company, in its sole discretion, will not accept a subscription from an Investor if the Company has reason to believe that material information supplied by or material representations or warranties made by, such Investor are not fully accurate. The Company shall reasonably believe, immediately prior to making any sale, that each Investor (i) is an accredited investor, and (ii) either alone or with his purchaser representative, has such knowledge and experience in financial and business matters that he is capable of evaluating the merits and risks of a purchase of the Shares and otherwise meets the suitability standards set forth in the Placement Memorandum. The Company shall reasonably believe that any purchaser representative satisfies all of the conditions of rule 501(h) of Regulation D. (g) The Company shall keep the Placement Memorandum confidential and shall not distribute it or any other materials related to the transaction contemplated hereby, or otherwise advertise to or solicit purchasers of Shares, without the consent of the Placement Agent. (h) During a period of five (5) years commencing with after the date hereoffinal Closing, the Company will furnish to you copies of all periodic the Investors and special reports furnished to stockholders of the Company and of all informationPlacement Agent, documents and reports filed with Commission. (h) Not later than the 45th day following the end of the fiscal quarter first occurring after the first anniversary of the Effective Dateas soon as they are available, the Company will make generally available to its security holders an earnings statement in accordance with Section 11(a) of the Securities Act and Rule 158 thereunder. (i) The Company agrees to pay all costs and expenses incident quarterly (or as otherwise provided to the performance of its obligations under this Agreement and Company's other shareholders) updates on the Indenture, including all costs and expenses incident (i) the preparation, printing and filing with the Commission and the National Association of Securities Dealers, Inc. ("NASD") of the Registration Statement, any Preliminary Prospectus, the Prospectus and the Form T-1 filed in connection with the Notes (the "Form T-1")Company's business, (ii) the furnishing quarterly (or as otherwise provided to the Underwriter of copies of any Preliminary Prospectus and of the several documents required by paragraph (cCompany's other shareholders) of this Section 6 to be so furnishedbalance sheets, (iii) the printing of this Agreement and related documents delivered to the Underwriterincome statements, (iv) the preparation, printing and filing of all supplements and amendments to the Prospectus referred to in paragraph (d) of this Section 6 and the T-1, (v) the furnishing to you of the reports and information referred to in paragraph (g) of this Section 6 and (vi) the printing and issuance of the Indenture and the note certificates, including the transfer agent's fees. (j) The Company agrees to reimburse you, for the account of the several Underwriter, for blue sky fees and related disbursements and costs of a legal investment survey (including counsel fees and disbursements and cost of printing memoranda for the Underwriter) paid by or for the account of the Underwriter or its counsel in qualifying the Notes under state securities or blue sky laws, in conducting a legal investment survey and in the review of the offering by the NASD. (k) The Company hereby agrees that, without the prior written consent of the Underwriter, it will not, during the period ending ninety (90) days after the date of the final Prospectus for the public offering, (1) 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 or any securities convertible into or exercisable or exchangeable for Common Stock, or (2) enter into any swap or similar agreement that transfers, in whole or in part, the economic risk of ownership of Common Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise; PROVIDED, HOWEVER, that the foregoing provisions of this paragraph (k) shall not apply to (a) the Notes to be sold to the Underwriter pursuant to this Agreement, and (b) shares of Common Stock issued under the stock option and stock purchase plans of the Company (the "Stock Plans"), including Common Stock issued upon the exercise of options granted under the Stock Plans, all as described through incorporation by reference in the Preliminary Prospectus and (c) shares of Common Stock issued on conversion of the Notes. For purposes of this paragraph (k), a sale, offer, or other disposition shall be deemed to include any sale to an institution which can, following such sale, sell Common Stock to the public in reliance on Rule 144A. (l) 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 Investment Company Act of 1940, as amended, and the rules and regulations thereunder.and

Further Agreements of the Company. The Company covenants and agrees as follows: (a) The Company will (i) prepare and timely file with the Commission under Rule 424(b) a Prospectus containing information previously omitted at the time of effectiveness of the Registration Statement in reliance on Rule 430A and (ii) not file any amendment to the Registration Statement or supplement to the Prospectus of which you shall not previously have been advised and furnished with a copy or to which you shall have reasonably objected in writing or which is not in compliance with the Securities Act or the rules and regulations of the Commission. (b) The Company will promptly notify you on behalf of all the Representatives Underwriters 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 additional information, (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 action or proceeding for that purpose, (iv) the receipt by the Company of any notification with respect to the suspension of the qualification of the Notes Stock for sale in any jurisdiction, or (v) the receipt by it of notice of the initiation or threatening of any proceeding for such purpose. The Company will make every reasonable effort to prevent the issuance of such a stop order and, if such an order shall at any time be issued, to obtain the withdrawal thereof at the earliest possible moment. (c) 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- 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 youyou 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 during the period in which a prospectus is required by law to be delivered by the an Underwriter or dealer, likewise send to you the Underwriters as many additional copies of the Prospectus and as many copies of any supplement to the Prospectus and of any amended Prospectusprospectus, filed by the Company with the Commission, as you may reasonably request for the purposes contemplated by the Securities Act. (d) If at any time during the period in which a prospectus is required by law to be delivered by the an Underwriter or dealer any event relating to or affecting the Company, or of which the Company shall be advised in writing by you, shall occur as a result of which it is necessary, in the opinion of counsel for the Company or of counsel for the UnderwriterUnderwriters, 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 NotesStock, the Company will forthwith prepare and file with the Commission a supplement to the Prospectus or an amended Prospectus prospectus so that the Prospectus as so supplemented or amended will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances existing at the time such Prospectus is delivered to such purchaser, not misleading. If, after the initial public offering of the Notes Stock by the Underwriter Underwriters and during such period, the Underwriter Underwriters shall propose to vary the terms of offering thereof by reason of changes in general market conditions or otherwise, you will advise the Company in writing of the proposed variation, and, if in the opinion either of counsel for the Company or of counsel for the Underwriter such proposed variation requires that the Prospectus be supplemented or amended, the Company will forthwith prepare and file with the Commission a supplement to the Prospectus or an amended Prospectus setting forth such variation. The Company authorizes the Underwriter and all dealers to whom any of the Notes may be sold by the Underwriter to use the Prospectus, as from time to time amended or supplemented, in connection with the sale of the Notes 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 Notes 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 the 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 Notes. (g) During a period of five years commencing with the date hereof, the Company will furnish to you copies of all periodic and special reports furnished to stockholders of the Company and of all information, documents and reports filed with 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 its security holders an earnings statement in accordance with Section 11(a) of the Securities Act and Rule 158 thereunder. (i) The Company agrees to pay all costs and expenses incident to the performance of its obligations under this Agreement and the Indenture, including all costs and expenses incident (i) the preparation, printing and filing with the Commission and the National Association of Securities Dealers, Inc. ("NASD") of the Registration Statement, any Preliminary Prospectus, the Prospectus and the Form T-1 filed in connection with the Notes (the "Form T-1"), (ii) the furnishing to the Underwriter 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 Underwriter, (iv) the preparation, printing and filing of all supplements and amendments to the Prospectus referred to in paragraph (d) of this Section 6 and the T-1, (v) the furnishing to you of the reports and information referred to in paragraph (g) of this Section 6 and (vi) the printing and issuance of the Indenture and the note certificates, including the transfer agent's fees. (j) The Company agrees to reimburse you, for the account of the several Underwriter, for blue sky fees and related disbursements and costs of a legal investment survey (including counsel fees and disbursements and cost of printing memoranda for the Underwriter) paid by or for the account of the Underwriter or its counsel in qualifying the Notes under state securities or blue sky laws, in conducting a legal investment survey and in the review of the offering by the NASD. (k) The Company hereby agrees that, without the prior written consent of the Underwriter, it will not, during the period ending ninety (90) days after the date of the final Prospectus for the public offering, (1) 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 or any securities convertible into or exercisable or exchangeable for Common Stock, or (2) enter into any swap or similar agreement that transfers, in whole or in part, the economic risk of ownership of Common Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise; PROVIDED, HOWEVER, that the foregoing provisions of this paragraph (k) shall not apply to (a) the Notes to be sold to the Underwriter pursuant to this Agreement, and (b) shares of Common Stock issued under the stock option and stock purchase plans of the Company (the "Stock Plans"), including Common Stock issued upon the exercise of options granted under the Stock Plans, all as described through incorporation by reference in the Preliminary Prospectus and (c) shares of Common Stock issued on conversion of the Notes. For purposes of this paragraph (k), a sale, offer, or other disposition shall be deemed to include any sale to an institution which can, following such sale, sell Common Stock to the public in reliance on Rule 144A. (l) 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 Investment Company Act of 1940, as amended, and the rules and regulations thereunder.Underwriters such

Further Agreements of the Company. The Company covenants and agrees with the several Underwriters as follows: (a) The Company will (i) prepare use its best efforts to cause the Registration Statement, and timely file with the Commission under Rule 424(b) a Prospectus containing information previously omitted any amendment thereof, if not effective at the time of effectiveness execution of this Agreement, to become effective as promptly as possible. If the Registration Statement has become or becomes effective pursuant to Rule 430A, or filing of the Prospectus is otherwise required under Rule 424(b), the Company will file the Prospectus, properly completed (and in reliance on form and substance reasonably satisfactory to the Underwriters) pursuant to Rule 430A 424(b) within the time period prescribed and will provide evidence satisfactory to the Representatives of such timely filing. The Company will not file the Prospectus, any amended Prospectus, any amendment (including post-effective amendments) to the Registration Statement or any supplement to the Prospectus without (i) advising the Representatives of and, a reasonable time prior to the proposed filing of such amendment or supplement, furnishing the Representatives with copies thereof and (ii) not obtaining the prior consent of the Representatives to such filing. The Company will prepare and file with the Commission, promptly upon the request of the Representatives, any amendment to the Registration Statement or supplement to the Prospectus of which you shall not previously have been advised and furnished with a copy that may be necessary or to which you shall have reasonably objected advisable in writing or which is not in compliance connection with the Securities Act or the rules and regulations distribution of the CommissionShares by the Underwriters and use its best efforts to cause the same to become effective as promptly as possible. (b) The Company will promptly notify advise the Representatives in the event of (i) when the Registration Statement becomes effective, (ii) when any post-effective amendment thereof becomes effective, (iii) of any request by the Commission for any amendment of or supplement to the Registration Statement or for supplement to the Prospectus or for any additional information, (iiiv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement, (iii) Statement or the institution or notice of intended institution threatening of any action or proceeding for that purpose, purpose and (ivv) of the receipt by the Company of any notification with respect to the suspension of the registration, qualification or exemption from registration or qualification of the Notes Shares for sale in any jurisdiction, jurisdiction or (v) the receipt by it of notice of the initiation or threatening of any proceeding for such purpose. The Company will make every reasonable effort use its best efforts to prevent the issuance of any such a stop order or suspension and, if such an order shall at any time be issued, to obtain as soon as possible the withdrawal thereof at the earliest possible momentthereof. (c) The Company will (i) on or before the Closing Date, deliver to you each of the Representatives and to Underwriters' counsel a signed copy of the Registration Statement as originally filed and of each amendment thereto filed prior to the time the Registration Statement becomes effective and, promptly upon the filing thereof, a signed copy of each post- post-effective amendment, if any, to the Registration Statement (together with, in each case, all exhibits thereto unless and to the extent previously furnished to you)the Representatives) and all documents filed by the Company with the Commission under the Exchange Act and deemed to be incorporated by reference into any Preliminary Prospectus or the Prospectus and will also deliver to the Representatives, for distribution to the several Underwriters, a sufficient number of additional conformed copies of each of the foregoing (excluding exhibits) so that one copy of each may be distributed to each Underwriter, (ii) as promptly as possible deliver to youeach of the Representatives and send to the several Underwriters, at such office or offices as you the Representatives may designate, as many copies of the Prospectus as you the Representatives may reasonably request, request and (iii) thereafter from time to time during the period in which a prospectus is required by law to be delivered by the an Underwriter or a dealer, likewise send to you the Underwriters as many additional copies of the Prospectus and as many copies of any supplement to the Prospectus and of any amended Prospectus, filed by the Company with the Commission, as you the Representatives may reasonably request for the purposes contemplated by the Securities Act. (d) If at any time during the period in which a prospectus is required by law to be delivered by the an Underwriter or a dealer any event relating to or affecting the Company, or of which the Company shall be advised in writing by you, shall occur as a result of which it is necessary, in the opinion of counsel for the Company or of counsel for the Underwriter, necessary to supplement or amend the Prospectus in order to make the Prospectus not misleading or so that the Prospectus will not omit to state a material fact necessary to be stated therein, in the light of the circumstances existing each case at the time it the Prospectus is delivered to a purchaser of the NotesShares, or if it shall be necessary to amend or to supplement the Prospectus to comply with the Securities Act or the Rules and Regulations, the Company will forthwith prepare and file with the Commission a supplement to the Prospectus or an amended Prospectus so that the Prospectus as so supplemented or amended will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in therein not misleading and so that it then will otherwise comply with the light of Securities Act and the circumstances existing at the time such Prospectus is delivered to such purchaser, not misleadingRules and Regulations. If, after the public offering of the Notes Shares by the Underwriter Underwriters commences and during such period, the Underwriter shall Underwriters propose to vary the terms of offering thereof by reason of changes in general market conditions or otherwise, you the Representatives will advise the Company in writing of the proposed variationvariation and if, and, if in the opinion either of counsel for the Company or of counsel for the Underwriter Underwriters, such proposed variation requires that the Prospectus be supplemented or amended, the Company will forthwith prepare and file with the Commission a supplement to the Prospectus or an amended Prospectus setting forth such variation. The Company authorizes the Underwriter Underwriters and all dealers to whom any of the Notes Shares may be sold by the Underwriter Underwriters to use the Prospectus, as from time to time so amended or supplemented, in connection with the sale of the Notes Shares in accordance with the applicable provisions of the Securities Act and the applicable rules Rules and regulations thereunder Regulations 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 cooperate with the Representatives and as requested by you, Underwriters' counsel in the qualification or registration of the Notes Shares for offer and sale under the securities or blue sky laws of such jurisdictions as you the Representatives may designate and, if applicable, in connection with exemptions from such qualification or registration and, during the period in which a prospectus Prospectus is required by law to be delivered by the an Underwriter or a dealer, in keeping such qualifications qualifications, registrations and exemptions in good standing under said securities or blue sky lawseffect; PROVIDEDprovided, HOWEVERhowever, that the Company shall not be obligated to file any general consent to service of process or to qualify to do business as a foreign corporation in any jurisdiction in which it is not so qualified. The Company will will, from time to time, prepare and file such statements, reports, reports and other documents as are or may be required to continue such qualifications qualifications, registrations and exemptions in effect for so long a period as you the Representatives may reasonably request for the distribution of the NotesShares. (gf) During a period of five years commencing with the date hereofof this Agreement, the Company will promptly furnish to you the Representatives and to each Underwriter who may so request in writing copies of (i) all periodic and special reports furnished by it to stockholders shareholders of the Company and of Company, (ii) all information, documents and reports filed by it with the Commission, Nasdaq National Market, any securities exchange or the NASD, (iii) all press releases and material news items or articles in respect of the Company, its products or affairs released or prepared by the Company (other than promotional and marketing materials disseminated solely to customers and potential customers of the Company in the ordinary course of business) and (iv) any additional information concerning the Company or its business which the Representatives may reasonably request. (hg) Not As soon as practicable, but not later than the 45th day following the end of the fiscal quarter first occurring ending after the first anniversary of the Effective Date, the Company will make generally available to its security securities holders and furnish to the Representatives an earnings statement or statements in accordance with Section 11(a) of the Securities Act and Rule 158 thereunder. (ih) The Company agrees that, without Xxx Xxxxxx & Company's prior written consent, the Company will not, and will not allow the Holders to, in each case directly or indirectly, issue, sell, offer, contract to pay all costs and expenses incident sell, grant any option to purchase or otherwise dispose of any shares of Common Stock, or any securities convertible into, exchangeable for or exercisable for Common Stock or any rights to purchase or acquire Common Stock, for a period of 180 days following the performance date of its obligations under this Agreement and the IndentureAgreement, including all costs and expenses incident excluding only (i) the preparation, printing and filing with the Commission and the National Association of Securities Dealers, Inc. ("NASD") sale of the Registration Statement, any Preliminary Prospectus, Shares to be sold to the Prospectus and the Form T-1 filed in connection with the Notes (the "Form T-1")Underwriters pursuant to this Agreement, (ii) the furnishing grant of options to purchase Common Stock (provided that none of such options are or become exercisable during such 180-day period) or the Underwriter issuance of copies shares of any Preliminary Common Stock upon the exercise in accordance with of options previously granted under the Company's presently authorized stock option plans as described in the Prospectus and or in documents incorporated therein, or upon the exercise in accordance with their terms of previously granted warrants which are described in the several Prospectus or in documents required by paragraph (c) of this Section 6 to be so furnishedincorporated therein, (iii) securities issued in future acquisitions accounted for as a purchase (provided that each recipient of such acquisition securities enters into and delivers to Xxx Xxxxxx & Company a lock-up agreement of the printing kind described in Section 1(s) of this Agreement Agreement, but with a 180-day period beginning on the date of such acquisition), and related documents delivered to the Underwriter, (iv) securities issued in future acquisitions accounted for as a pooling of interests (provided that each recipient of such acquisition securities agrees not to dispose of such securities in such a manner or at such a time as would disqualify the preparation, printing transaction for pooling-of-interests accounting treatment). (i) The Company will establish and filing of maintain all supplements financial control and amendments to the Prospectus referred to in paragraph (d) of this Section 6 and the T-1, (v) the furnishing to you of the reports and information referred to in paragraph (g) of this Section 6 and (vi) the printing and issuance of the Indenture and the note certificatesfinancial reporting systems customary for well-established public companies, including the transfer agent's feesbut not limited to adequate management information and reporting systems, and will employ and maintain, with adequate staffing levels at headquarters and at each functional division, and at each level of responsibility, an employee staff of well trained and highly qualified financial professionals. (j) The Company agrees to reimburse you, for will apply the account of net proceeds from the several Underwriter, for blue sky fees and related disbursements and costs of a legal investment survey (including counsel fees and disbursements and cost of printing memoranda for the Underwriter) paid offering received by or for the account of the Underwriter or its counsel in qualifying the Notes under state securities or blue sky laws, in conducting a legal investment survey and it in the review manner set forth under the caption "Use of Proceeds" in the offering by the NASDProspectus. (k) The Company hereby agrees thatwill, without the prior written consent and at all times for a period of the Underwriter, it will not, during the period ending ninety (90) days at least five years after the date of the final Prospectus for the public offering, (1) 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 or any securities convertible into or exercisable or exchangeable for Common Stock, or (2) enter into any swap or similar agreement that transfers, in whole or in part, the economic risk of ownership of Common Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise; PROVIDED, HOWEVER, that the foregoing provisions of this paragraph (k) shall not apply to (a) the Notes to be sold to the Underwriter pursuant to this Agreement, and (b) shares of unless such securities are then listed on a national securities exchange, use its best efforts to cause the Common Stock issued under (including the stock option Shares) to be included for quotation on the Nasdaq National Market, and stock purchase plans the Company will comply with all registration, filing, reporting and other requirements of the Company (Exchange Act and the "Stock Plans"), including Common Stock issued upon the exercise of options granted under the Stock Plans, all as described through incorporation by reference in the Preliminary Prospectus and (c) shares of Common Stock issued on conversion of the Notes. For purposes of this paragraph (k), a sale, offer, or other disposition shall Nasdaq National Market which may from time to time be deemed to include any sale to an institution which can, following such sale, sell Common Stock applicable to the public in reliance on Rule 144A.Company. (l) The Company is familiar will use its best efforts to maintain insurance of the types and in the amounts which it deems adequate for its business consistent with insurance coverage maintained by companies of similar size and engaged in similar businesses including, but not limited to, general liability insurance covering all real and personal property owned or leased by the Company against theft, damage, destruction, acts of vandalism and all other risks customarily insured against. (m) In accordance with the Investment Warrant Agreement, which the Company Act has executed and delivered, the Company agrees, upon its receipt of 1940, the purchase price therefor (as amended, and has specified in the past conducted its affairsWarrant Agreement), to deliver to Xxx Xxxxxx & Company and will Xxxxxxx Xxxxxx Xxxxx Inc. (individually and not as the Representatives of the Underwriters) on the Closing Date and simultaneously with completion of the purchase and sale of the Firm Shares and on the date the Option Shares are purchased by the Underwriters pursuant to Section 2 of this Agreement, Warrants (in the future conduct its affairsform attached as Exhibit A to the Warrant Agreement) representing the right to purchase 105,000 shares and 7% of the number of Option Shares so purchased, respectively, of Common Stock at a price equal to 120% of the offering price per share to the public as set forth or to be set forth on the Cover Page of the Prospectus or in such the Term Sheet. (n) The Company will issue no press release prior to or within 70 days after the Closing Date without the Representatives' prior written consent. (o) Within a manner reasonable time after the Closing Date, not to ensure that exceed 90 days, the Company was not shall supply to the Representatives and will not the Underwriters' counsel, at the Company's cost, such number of bound volumes as may be an "investment company" or a company "controlled" reasonably requested by an "investment company" within such counsel each containing all material documents relating to the meaning offering of the Investment Company Act of 1940, as amended, and the rules and regulations thereunderShares.

Further Agreements of the Company. The Company covenants and agrees with the Underwriter as follows: (a) The Company will (i) prepare use its best efforts to cause the Registration Statement, and timely file with the Commission under Rule 424(b) a Prospectus containing information previously omitted any amendment thereof, if not effective at the time of effectiveness execution of this Agreement, to become effective as promptly as possible. If the Registration Statement has become or becomes effective pursuant to Rule 430A, or filing of the Prospectus is otherwise required under Rule 424(b), the Company will file the Prospectus, properly completed (and in reliance on form and substance reasonably satisfactory to the Underwriter) pursuant to Rule 430A 424(b) within the time period prescribed and will provide evidence satisfactory to the Underwriter of such timely filing. The Company will not file the Prospectus, any amended Prospectus, any amendment (including post-effective amendments) to the Registration Statement or any supplement to the Prospectus without (i) advising the Underwriter thereof and, a reasonable time prior to the proposed filing of such amendment or supplement, furnishing the Underwriter with copies thereof and (ii) not obtaining the prior consent of the Underwriter to such filing. If, in the judgment of the Company, it becomes necessary to amend or supplement the Prospectus, the Company will prepare and file with the Commission, promptly upon the request of the Underwriter, any amendment to the Registration Statement or supplement to the Prospectus of which you shall not previously have been advised and furnished with a copy that may be necessary or to which you shall have reasonably objected advisable in writing or which is not in compliance connection with the Securities Act or the rules and regulations distribution of the CommissionShares by the Underwriter and use its best efforts to cause the same to become effective as promptly as possible. (b) The Company will promptly notify advise the Representatives in the event of Underwriter (i) when the Registration Statement becomes effective, (ii) when any post-effective amendment thereof becomes effective, (iii) of any request by the Commission for any amendment of or supplement to the Registration Statement or for supplement to the Prospectus or for any additional information, (iiiv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement, (iii) Statement or the institution or notice of intended institution threatening of any action or proceeding for that purpose, purpose and (ivv) of the receipt by the Company of any notification with respect to the suspension of the registration, qualification or exemption from registration or qualification of the Notes Shares for sale in any jurisdiction, jurisdiction or (v) the receipt by it of notice of the initiation or threatening of any proceeding for such purpose. The Company will make every reasonable effort use its best efforts to prevent the issuance of any such a stop order or suspension and, if such an order shall at any time be issued, to obtain as soon as possible the withdrawal thereof at the earliest possible momentthereof. (c) The Company will (i) on or before the Closing Date, deliver to you the Underwriter and to Underwriter’ counsel a signed copy of the Registration Statement as originally filed and of each amendment thereto filed prior to the time the Registration Statement becomes effective and, promptly upon the filing thereof, a signed copy of each post- post-effective amendment, if any, to the Registration Statement (together with, in each case, all exhibits thereto unless and to the extent previously furnished to you)the Underwriter) and all documents filed by the Company with the Commission under the Exchange Act and deemed to be incorporated by reference into any Preliminary Prospectus or the Prospectus and will also deliver to the Underwriter a sufficient number of additional conformed copies of each of the foregoing (excluding exhibits) so that one copy of each may be distributed to the Underwriter, (ii) as promptly as possible deliver to youthe Underwriter, at such office or offices as you the Underwriter may designate, as many copies of the Prospectus as you the Underwriter may reasonably request, request and (iii) thereafter from time to time during the period in which a prospectus is required by law to be delivered by the Underwriter or dealerUnderwriter, likewise send to you the Underwriter as many additional copies of the Prospectus and as many copies of any supplement to the Prospectus and of any amended Prospectus, filed by the Company with the Commission, as you the Underwriter may reasonably request for the purposes contemplated by the Securities Act. (d) If If, in the judgment of the Company, at any time during the period in which a prospectus is required by law to be delivered by the Underwriter or dealer any event relating to or affecting the Company, or of which the Company shall be advised in writing by you, shall occur as a result of which it is necessarywhich, in the opinion of counsel for the Company or of counsel for to the Underwriter, it is necessary to supplement or amend the Prospectus in order to make the Prospectus not misleading or so that the Prospectus will not omit to state a material fact necessary to be stated therein, in the light of the circumstances existing each case at the time it the Prospectus is delivered to a purchaser of the NotesShares, or if it shall be necessary to amend or to supplement the Prospectus to comply with the Securities Act or the Rules and Regulations, the Company will forthwith prepare and file with the Commission a supplement to the Prospectus or an amended Prospectus so that the Prospectus as so supplemented or amended will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in therein not misleading and so that it then will otherwise comply with the light of Securities Act and the circumstances existing at the time such Prospectus is delivered to such purchaser, not misleadingRules and Regulations. If, after the public offering of the Notes Shares by the Underwriter commences and during such period, the Underwriter shall propose proposes to vary the terms of offering thereof by reason of changes in general market conditions or otherwise, you the Underwriter will advise the Company in writing of the proposed variationvariation and if, and, if in the opinion either of counsel for the Company or of counsel for the Underwriter Underwriter, such proposed variation requires that the Prospectus be supplemented or amended, the Company will forthwith prepare and file with the Commission a supplement to the Prospectus or an amended Prospectus setting forth such variation. The Company authorizes the Underwriter and all dealers to whom any of the Notes Shares may be sold by the Underwriter to use the Prospectus, as from time to time so amended or supplemented, in connection with the sale of the Notes Shares in accordance with the applicable provisions of the Securities Act and the applicable rules Rules and regulations thereunder Regulations 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, cooperate with the Underwriter’s counsel in the qualification or registration of the Notes Shares for offer and sale under the securities or blue sky laws of such jurisdictions as you the Underwriter may designate and, if applicable, in connection with exemptions from such qualification or registration and, during the period in which a prospectus Prospectus is required by law to be delivered by the Underwriter or a dealer, in keeping such qualifications qualifications, registrations and exemptions in good standing under said securities or blue sky lawseffect; PROVIDEDprovided, HOWEVERhowever, that the Company shall not be obligated to file any general consent to service of process or to qualify to do business as a foreign corporation in any jurisdiction in which it is not so qualified. The Company will will, from time to time, prepare and file such statements, reports, reports and other documents as are or may be required to continue such qualifications qualifications, registrations and exemptions in effect for so long a period as you the Underwriter may reasonably request for the distribution of the NotesShares. (gf) During a period of five two years commencing with the date hereofof this Agreement, the Company will promptly furnish to you the Underwriter copies of (i) all periodic and special reports furnished by it to stockholders of the Company and of Company, (ii) all information, documents and reports filed by it with the Commission, the Nasdaq SmallCap Market, any securities exchange or the NASD, (iii) all material press releases and material news items or articles in respect of the Company, its products or affairs released or prepared by the Company (other than promotional and marketing materials disseminated solely to customers and potential customers of the Company in the ordinary course of business) and (iv) any additional information concerning the Company or its business which the Underwriter may reasonably request. (hg) Not As soon as practicable, but not later than the 45th day following the end of the fiscal quarter first occurring ending after the first anniversary of the Effective Date, the Company will make generally available to its security securities holders and furnish to the Underwriter an earnings statement or statements in accordance with Section 11(a) of the Securities Act and Rule 158 thereunder. (ih) The Company agrees to pay all costs and expenses incident to the performance of its obligations under this Agreement and the Indenture, including all costs and expenses incident (i) the preparation, printing and filing with the Commission and the National Association of Securities Dealers, Inc. ("NASD") of the Registration Statement, any Preliminary Prospectus, the Prospectus and the Form T-1 filed in connection with the Notes (the "Form T-1"), (ii) the furnishing to the Underwriter 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 Underwriter, (iv) the preparation, printing and filing of all supplements and amendments to the Prospectus referred to in paragraph (d) of this Section 6 and the T-1, (v) the furnishing to you of the reports and information referred to in paragraph (g) of this Section 6 and (vi) the printing and issuance of the Indenture and the note certificates, including the transfer agent's fees. (j) The Company agrees to reimburse you, for the account of the several Underwriter, for blue sky fees and related disbursements and costs of a legal investment survey (including counsel fees and disbursements and cost of printing memoranda for the Underwriter) paid by or for the account of the Underwriter or its counsel in qualifying the Notes under state securities or blue sky laws, in conducting a legal investment survey and in the review of the offering by the NASD. (k) The Company hereby agrees that, without the Underwriter’s prior written consent of consent, the Underwriter, it Company will not, during and to the period ending ninety (90) days after extent it has any ability to control the date actions of Holders, will not allow the final Prospectus for the public offeringHolders to, (1) in each case directly or indirectly, offer, pledgesell, sellgrant any option to purchase, 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 sell or dispose of, directly or indirectly, of any shares of Common Stock Stock, or any securities convertible into or exercisable or exchangeable for Common Stock, or (2) enter into any swap or similar agreement that transfers, in whole or in part, the economic risk of ownership of Common Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery shares of Common Stock or such other securities, in cash or otherwise; PROVIDED, HOWEVER, that for a period of 180 days following the foregoing provisions date of this paragraph Agreement, excluding only (k) shall not apply to (ai) the Notes sale of the Shares to be sold to the Underwriter pursuant to this Agreement, and (bii) the grant by the Company of options to purchase Common Stock (provided that none of such options are or become exercisable during such 180-day period) or the issuance by the Company of shares of Common Stock issued under the stock option and stock purchase plans of the Company (the "Stock Plans"), including Common Stock issued upon the exercise of in accordance with options previously granted under the Stock Plans, all Company’s presently authorized stock option plans as described through incorporation by reference in the Preliminary Prospectus or in documents incorporated therein, or upon the exercise in accordance with their terms of previously granted warrants which are described in the Prospectus or in documents incorporated therein, and (ciii) shares the issuance of the Warrant and the Warrant Shares thereunder. (i) The Company will establish and maintain all financial control and financial reporting systems customary for well-established public companies, including but not limited to adequate management information and reporting systems, and will employ and maintain, with adequate staffing levels at headquarters and at each significant Subsidiary or significant functional division, and at each level of responsibility, an employee staff of well trained and highly qualified financial professionals. (j) The Company will, and at all times for a period of at least three years after the date of this Agreement, unless such securities are then listed on a national securities exchange, use its reasonable best efforts to cause the Common Stock issued (including the Shares and the Warrant Shares) to be included for listing on conversion the Nasdaq SmallCap Market, and the Company will comply with all registration, filing, reporting and other requirements within its control of the Notes. For purposes Exchange Act and the Nasdaq SmallCap Market which may from time to time be applicable to the Company. (k) The Company will, at all times for a period of at least two years after the date of this paragraph (k)Agreement, a saleuse commercially reasonable efforts to maintain insurance of the types and in the amounts which it deems adequate for its business consistent with insurance coverage maintained by companies of similar size and engaged in similar businesses including, offerbut not limited to, general liability insurance covering all real and personal property owned or leased by the Company against theft, damage, destruction, acts of vandalism and all other disposition shall be deemed to include any sale to an institution which can, following such sale, sell Common Stock to the public in reliance on Rule 144A.risks customarily insured against. (l) The Company will issue no press release prior to the purchase by the Underwriter of all of the Option Shares or within 45 days after the Closing Date, whichever is familiar earlier, without prior consultation with the Investment Underwriter with respect to the contents thereof. (m) Within 90 days of the Closing Date, the Company Act will furnish each of 1940the Underwriter and its counsel with one bound volume, as amendedwhich shall be standard for an underwriting transaction of the type contemplated by this Agreement. (n) The Company will comply in all material respects with the provisions of the undertakings contained in the Registration Statement. (o) The Company will take all steps necessary to comply with the requirements of the NASD in connection with the issuance and sale of the Shares. (p) The Company will comply in all material respects with all applicable securities and other applicable laws, rules and regulations, including, without limitation, the Xxxxxxxx-Xxxxx Act, and has in use its reasonable best efforts to cause the past conducted its affairs, Company’s directors and will in the future conduct its affairsofficers, in their capacities as such, to so comply with such a manner to ensure that laws, rules and regulations, including, without limitation, the Company was not and will not be an "investment company" or a company "controlled" by an "investment company" within the meaning provisions of the Investment Company Act of 1940, as amended, and the rules and regulations thereunderXxxxxxxx-Xxxxx Act.

Further Agreements of the Company. The Company covenants and agrees with the several Underwriters as follows: (a) The Company will (i) prepare use its best efforts to cause the Registration Statement, and timely file with the Commission under Rule 424(b) a Prospectus containing information previously omitted any amendment thereof, if not effective at the time of effectiveness execution of this Agreement, to become effective as promptly as possible. If the Registration Statement has become or becomes effective pursuant to Rule 430A, or filing of the Prospectus is otherwise required under Rule 424(b), the Company will file the Prospectus, properly completed (and in reliance on form and substance reasonably satisfactory to the Underwriters) pursuant to Rule 430A 424(b) within the time period prescribed and will provide evidence satisfactory to the Representatives of such timely filing. The Company will not file the Prospectus, any amended Prospectus, any amendment (including post-effective amendments) to the Registration Statement or any supplement to the Prospectus without (i) advising the Representatives of and, a reasonable time prior to the proposed filing of such amendment or supplement, furnishing the Representatives with copies thereof and (ii) not obtaining the prior consent of the Representatives to such filing. The Company will prepare and file with the Commission, promptly upon the request of the Representatives, any amendment to the Registration Statement or supplement to the Prospectus of which you shall not previously have been advised and furnished with a copy that may be necessary or to which you shall have reasonably objected advisable in writing or which is not in compliance connection with the Securities Act or the rules and regulations distribution of the CommissionShares by the Underwriters and use its best efforts to cause the same to become effective as promptly as possible. (b) The Company will promptly notify advise the Representatives in the event of (i) the request by the Commission for amendment of when the Registration Statement or for supplement to the Prospectus or for any additional informationbecomes effective, (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 action or proceeding for that purpose, (iv) the receipt by the Company of any notification with respect to the suspension of the qualification of the Notes for sale in any jurisdiction, or (v) the receipt by it of notice of the initiation or threatening of any proceeding for such purpose. The Company will make every reasonable effort to prevent the issuance of such a stop order and, if such an order shall at any time be issued, to obtain the withdrawal thereof at the earliest possible moment. (c) 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), (ii) as promptly as possible deliver to you, 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 during the period in which a prospectus is required by law to be delivered by the Underwriter or dealer, likewise send to you as many additional copies of the Prospectus and as many copies of any supplement to the Prospectus and of any amended Prospectus, filed by the Company with the Commission, as you may reasonably request for the purposes contemplated by the Securities Act. (d) If at any time during the period in which a prospectus is required by law to be delivered by the Underwriter or dealer any event relating to or affecting the Company, or of which the Company shall be advised in writing by you, shall occur as a result of which it is necessary, in the opinion of counsel for the Company or of counsel for the Underwriter, 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 Notes, the Company will forthwith prepare and file with the Commission a supplement to the Prospectus or an amended Prospectus so that the Prospectus as so supplemented or amended will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances existing at the time such Prospectus is delivered to such purchaser, not misleading. If, after the public offering of the Notes by the Underwriter and during such period, the Underwriter shall propose to vary the terms of offering thereof by reason of changes in general market conditions or otherwise, you will advise the Company in writing of the proposed variation, and, if in the opinion either of counsel for the Company or of counsel for the Underwriter such proposed variation requires that the Prospectus be supplemented or amended, the Company will forthwith prepare and file with the Commission a supplement to the Prospectus or an amended Prospectus setting forth such variation. The Company authorizes the Underwriter and all dealers to whom any of the Notes may be sold by the Underwriter to use the Prospectus, as from time to time amended or supplemented, in connection with the sale of the Notes 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 when 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 Notes 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 the 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 Notes. (g) During a period of five years commencing with the date hereof, the Company will furnish to you copies of all periodic and special reports furnished to stockholders of the Company and of all information, documents and reports filed with 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 its security holders an earnings statement in accordance with Section 11(a) of the Securities Act and Rule 158 thereunder. (i) The Company agrees to pay all costs and expenses incident to the performance of its obligations under this Agreement and the Indenture, including all costs and expenses incident (i) the preparation, printing and filing with the Commission and the National Association of Securities Dealers, Inc. ("NASD") of the Registration Statement, any Preliminary Prospectus, the Prospectus and the Form T-1 filed in connection with the Notes (the "Form T-1"), (ii) the furnishing to the Underwriter 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 Underwriter, (iv) the preparation, printing and filing of all supplements and amendments to the Prospectus referred to in paragraph (d) of this Section 6 and the T-1, (v) the furnishing to you of the reports and information referred to in paragraph (g) of this Section 6 and (vi) the printing and issuance of the Indenture and the note certificates, including the transfer agent's fees. (j) The Company agrees to reimburse you, for the account of the several Underwriter, for blue sky fees and related disbursements and costs of a legal investment survey (including counsel fees and disbursements and cost of printing memoranda for the Underwriter) paid by or for the account of the Underwriter or its counsel in qualifying the Notes under state securities or blue sky laws, in conducting a legal investment survey and in the review of the offering by the NASD. (k) The Company hereby agrees that, without the prior written consent of the Underwriter, it will not, during the period ending ninety (90) days after the date of the final Prospectus for the public offering, (1) 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 or any securities convertible into or exercisable or exchangeable for Common Stock, or (2) enter into any swap or similar agreement that transfers, in whole or in part, the economic risk of ownership of Common Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise; PROVIDED, HOWEVER, that the foregoing provisions of this paragraph (k) shall not apply to (a) the Notes to be sold to the Underwriter pursuant to this Agreement, and (b) shares of Common Stock issued under the stock option and stock purchase plans of the Company (the "Stock Plans"), including Common Stock issued upon the exercise of options granted under the Stock Plans, all as described through incorporation by reference in the Preliminary Prospectus and (c) shares of Common Stock issued on conversion of the Notes. For purposes of this paragraph (k), a sale, offer, or other disposition shall be deemed to include any sale to an institution which can, following such sale, sell Common Stock to the public in reliance on Rule 144A. (l) 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 Investment Company Act of 1940, as amended, and the rules and regulations thereunder.thereof becomes effective,

Further Agreements of the Company. The Company covenants and agrees as followsagrees: (a) The Company will (i) prepare and timely file with the Commission under Rule 424(b) a Prospectus containing information previously omitted at the time of effectiveness of the Registration Statement To advise you promptly and, if requested by you, to confirm such advice in reliance on Rule 430A and (ii) not file any amendment to the Registration Statement or supplement to the Prospectus of which you shall not previously have been advised and furnished with a copy or to which you shall have reasonably objected in writing or which is not in compliance with the Securities Act or the rules and regulations of the Commission. (b) The Company will promptly notify the Representatives in the event writing, of (i) the request by the Commission for amendment of the Registration Statement or for supplement to the Prospectus or for any additional information, (ii) the issuance by the Commission any state securities commission of any stop order suspending the effectiveness of the Registration Statement, (iii) the institution qualification or notice of intended institution exemption from qualification of any action Series A Notes or proceeding Series A Guarantees for that purpose, (iv) the receipt by the Company of any notification with respect to the suspension of the qualification of the Notes for offering or sale in any jurisdiction, or (v) the receipt by it of notice of the initiation or threatening of any proceeding for such purpose. The Company will make every reasonable effort to prevent purpose by the issuance of such a stop order andCommission or any state securities commission or other regulatory authority, if such an order shall at any time be issued, to obtain the withdrawal thereof at the earliest possible moment. (c) 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), (ii) as promptly as possible deliver to you, 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 during the period in which a prospectus is required by law to be delivered by the Underwriter or dealer, likewise send to you as many additional copies of the Prospectus and as many copies happening of any supplement to the Prospectus and of event that makes any amended Prospectus, filed by the Company with the Commission, as you may reasonably request for the purposes contemplated by the Securities Act. (d) If at any time during the period in which a prospectus is required by law to be delivered by the Underwriter or dealer any event relating to or affecting the Company, or of which the Company shall be advised in writing by you, shall occur as a result of which it is necessary, in the opinion of counsel for the Company or of counsel for the Underwriter, 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 Notes, the Company will forthwith prepare and file with the Commission a supplement to the Prospectus or an amended Prospectus so that the Prospectus as so supplemented or amended will not contain any untrue statement of a material fact made in the Offering Memorandum untrue or omit which requires the making of any additions to state any material fact necessary or changes in the Offering Memorandum in order to make the statements therein, in the light of the circumstances existing at the time such Prospectus is delivered to such purchaserunder which they were made, not misleading. If, after The Company shall use all commercially reasonable efforts to prevent the public offering issuance of any stop order or order suspending the qualification or exemption of the Series A Notes by the Underwriter and during such period, the Underwriter shall propose to vary the terms of offering thereof by reason of changes in general market conditions or otherwise, you will advise the Company in writing of the proposed variation, Series A Guarantees under any state securities or Blue Sky laws and, if in at any time any state securities commission shall issue any stop order suspending the opinion either qualification or exemption of counsel for the Company Series A Notes or of counsel for the Underwriter such proposed variation requires that the Prospectus be supplemented Series A Guarantees under any state securities or amendedBlue Sky laws, the Company will forthwith prepare shall use every reasonable effort to obtain the withdrawal or lifting of such order at the earliest possible time. (b) To furnish to you, as many copies of the Offering Memorandum, and file any amendments or supplements thereto, as you may reasonably request. Such copies shall be furnished without charge for use in connection with the Commission Exempt Resales for the nine-month period immediately following the Closing Date. The Company consents to the use of the Offering Memorandum, and any amendments and supplements thereto required pursuant to this Agreement, by you in connection with the Exempt Resales that are in compliance with this Agreement. (c) Not to amend or supplement the Offering Memorandum prior to the Closing Date or during the period referred to in (d) below unless you shall previously have been advised of, and shall not have reasonably objected to, such amendment or supplement within a reasonable time, but in any event not longer than five days after being furnished a copy of such amendment or supplement. The Company shall promptly prepare, upon any reasonable request by you, any amendment or supplement to the Prospectus or an amended Prospectus setting forth such variation. The Company authorizes the Underwriter and all dealers to whom any of the Notes Offering Memorandum that may be sold by the Underwriter to use the Prospectus, as from time to time amended necessary or supplementedadvisable in connection with Exempt Resales. (d) If, in connection with any Exempt Resales or market making transactions after the sale date of this Agreement and prior to the consummation of the Notes Registered Exchange Offer, any event shall occur that, in accordance with the applicable provisions judgment of the Securities Act Company or in the reasonable judgment of counsel to you, makes any statement of a material fact in the Offering Memorandum untrue or that requires the making of any additions to or changes in the Offering Memorandum in order to make the statements in the Offering Memorandum, in light of the circumstances under which they were made at the time that the Offering Memorandum is delivered to prospective Eligible Purchasers, not misleading, or if it is necessary to amend or supplement the Offering Memorandum to comply with applicable law, the Company shall promptly notify you of such event and prepare an appropriate amendment or supplement to the Offering Memorandum so that (i) the statements in the Offering Memorandum as amended or supplemented will, in light of the circumstances under which they were made at the time that the Offering Memorandum is delivered to prospective Eligible Purchasers, not be misleading and (ii) the Offering Memorandum will comply with applicable rules and regulations thereunder for such periodlaw. (e) Prior Promptly from time to time to take such action as the filing thereof with Initial Purchasers may reasonably request to qualify the Commission, Series A Notes and the Company will submit to you, Series A Guarantees 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 Notes for offer offering and sale under the securities or blue sky laws of such jurisdictions as you the Initial Purchasers may designate andrequest (provided, during the period in which a prospectus is required by law to be delivered by the Underwriter or dealer, in keeping such qualifications in good standing under said securities or blue sky laws; PROVIDED, HOWEVERhowever, that the Company shall not be obligated to file any general consent to service of process or to qualify as a foreign corporation in any jurisdiction in which it is not now so qualified. The Company will from time qualified or to time, prepare take any action that would subject it to taxation or to general consent to service of process in any jurisdiction in which it is not now so subject) and file to comply with such statements, reports, laws so as to permit the continuance of sales and other documents dealings therein in such jurisdictions for as are or long as may be required necessary to continue such qualifications in effect for so long a period as you may reasonably request for complete the distribution of the NotesSeries A Notes and the Series A Guarantees. (f) Prior to the Closing Date, to furnish to you, as soon as they have been prepared, a copy of any internal consolidated financial statements of the Company for any period subsequent to the period covered by the financial statements appearing in the Offering Memorandum. (g) During a period of five years commencing with To use all commercially reasonable efforts to do and perform all things required to be done and performed under this Agreement by it prior to or after the date hereof, Closing Date and to satisfy all conditions precedent on its part to the Company will furnish to you copies of all periodic and special reports furnished to stockholders delivery of the Company Series A Notes and of all information, documents and reports filed with Commissionthe Series A Guarantees. (h) Not later than to sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in the 45th day following Securities Act) that would be integrated with the end sale of the fiscal quarter first occurring after Series A Notes in a manner that would require the first anniversary of the Effective Date, the Company will make generally available to its security holders an earnings statement in accordance with Section 11(a) of registration under the Securities Act and Rule 158 thereunderof the sale to you or the Eligible Purchasers of Series A Notes. (i) The During any period in which the Company agrees is not subject to pay all costs Section 13 or 15(d) of the Exchange Act within the two-year period following the Closing Date, to make available to any registered holder or beneficial owner of Series A Notes in connection with any sale thereof and expenses incident to any prospective purchaser of such Series A Notes from such registered holder or beneficial owner, the performance of its obligations information required by Rule 144A(d)(4) under this Agreement and the Indenture, including all costs and expenses incidentSecurities Act. (ij) To use all commercially reasonable efforts to effect the preparation, printing and filing with inclusion of the Commission and Notes in the National Association of Securities Dealers, Inc. Automated Quotation System - PORTAL ("NASD") of the Registration Statement, any Preliminary Prospectus, the Prospectus and the Form T-1 filed in connection with the Notes (the "Form T-1PORTAL"), (ii) the furnishing to the Underwriter 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 Underwriter, (iv) the preparation, printing and filing of all supplements and amendments to the Prospectus referred to in paragraph (d) of this Section 6 and the T-1, (v) the furnishing to you of the reports and information referred to in paragraph (g) of this Section 6 and (vi) the printing and issuance of the Indenture and the note certificates, including the transfer agent's fees. (j) The Company agrees to reimburse you, for the account of the several Underwriter, for blue sky fees and related disbursements and costs of a legal investment survey (including counsel fees and disbursements and cost of printing memoranda for the Underwriter) paid by or for the account of the Underwriter or its counsel in qualifying the Notes under state securities or blue sky laws, in conducting a legal investment survey and in the review of the offering by the NASD. (k) The Company hereby agrees that, without To apply the prior written consent net proceeds from the sale of the Underwriter, it will not, during Series A Notes being sold by the period ending ninety (90) days after Company as set forth in the date of the final Prospectus for the public offering, (1) 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 or any securities convertible into or exercisable or exchangeable for Common Stock, or (2) enter into any swap or similar agreement that transfers, in whole or in part, the economic risk of ownership of Common Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise; PROVIDED, HOWEVER, that the foregoing provisions of this paragraph (k) shall not apply to (a) the Notes to be sold to the Underwriter pursuant to this Agreement, and (b) shares of Common Stock issued Offering Memorandum under the stock option and stock purchase plans caption "Use of the Company (the Proceeds."Stock Plans"), including Common Stock issued upon the exercise of options granted under the Stock Plans, all as described through incorporation by reference in the Preliminary Prospectus and (c) shares of Common Stock issued on conversion of the Notes. For purposes of this paragraph (k), a sale, offer, or other disposition shall be deemed to include any sale to an institution which can, following such sale, sell Common Stock to the public in reliance on Rule 144A. (l) The Company is familiar with the Investment Company Act of 1940, To take such steps as amended, and has in the past conducted its affairs, and will in the future conduct its affairs, in such a manner shall be necessary to ensure that neither the Company was not and will not be an "investment company" or a company "controlled" by nor any subsidiary shall become an "investment company" within the meaning of such term under the United States Investment Company Act of 1940, as amended, 1940 and the rules and regulations of the Commission thereunder. (m) To take such steps as shall be necessary to ensure that all the subsidiaries of the Company that are not designated as "unrestricted subsidiaries" or "foreign subsidiaries" in accordance with the Indenture will be guarantors of the Notes. (n) For a period of 90 days from the date of the Offering Memorandum, not to, directly or indirectly, sell, offer to sell, contract to sell, grant any option to purchase, issue any instrument convertible into or exchangeable for, or otherwise transfer or dispose of (or enter into any transaction or device which is designed to, or could be expected to, result in the disposition in the future of), any debt securities of the Company or any of its subsidiaries, except (i) for the Series B Notes in connection with the Registered Exchange Offer or (ii) with the prior consent of Xxxxxx Brothers Inc.

Further Agreements of the Company. The Company covenants and agrees with the several Underwriters as follows: (a) The Company will use its best efforts to cause the Registration Statement, and any amendment thereof, if not effective at the time and date this Agreement is executed and delivered by the parties hereto, to become effective as promptly as possible. If the Registration Statement has become or becomes effective pursuant to Rule 430A, or filing of the Prospectus is otherwise required under Rule 424(b), the Company will file the Prospectus, properly completed (and in form and substance reasonably satisfactory to the Underwriters) pursuant to Rule 424(b) within the time period prescribed and will provide evidence satisfactory to the Representative of such timely filing. The Company will not file the Prospectus, any amended Prospectus, any amendment (including post-effective amendments) to the Registration Statement or any supplement to the Prospectus without (i) prepare and timely file advising the Representative of and, a reasonable time prior to the proposed filing of such amendment or supplement, furnishing the Representative with the Commission under Rule 424(b) a Prospectus containing information previously omitted at the time of effectiveness of the Registration Statement in reliance on Rule 430A copies thereof and (ii) not obtaining the prior consent of the Representative to such filing. The Company will prepare and file with the Commission, promptly upon the request of the Representative, any amendment to the Registration Statement or supplement to the Prospectus of which you shall not previously have been advised and furnished with a copy that may be necessary or to which you shall have reasonably objected advisable in writing or which is not in compliance connection with the Securities Act or the rules and regulations distribution of the CommissionShares by you and use its best efforts to cause the same to become effective as promptly as possible. (b) The Company will promptly notify advise the Representatives in the event of Representative (i) when the Registration Statement becomes effective, (ii) when any amendment thereto becomes effective, (iii) of any request by the Commission for any amendment of to or supplement to the Registration Statement or for supplement to the Prospectus or for any additional information, (iiiv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement, (iii) Statement or the institution or notice of intended institution threatening of any action or proceeding for that purpose, purpose and (ivv) of the receipt by the Company of any notification with respect to the suspension of the registration, qualification or exemption from registration or qualification of the Notes Shares for sale in any jurisdiction, jurisdiction or (v) the receipt by it of notice of the initiation or threatening of any proceeding for such purpose. The Company will make every reasonable effort use its best efforts to prevent the issuance of any such a stop order or suspension and, if such an order shall at any time be issued, to obtain as soon as possible the withdrawal thereof at the earliest possible momentthereof. (c) The Company will (i) on or before the Closing Date, deliver to you and your counsel a signed copy of the Registration Statement as originally filed and of each amendment thereto filed prior to the time the Registration Statement becomes effective and, promptly upon the filing thereof, a signed copy of each post- post-effective amendment, if any, to the Registration Statement (together with, in each case, all exhibits thereto unless and to the extent previously furnished to you)) and will also deliver to you, for distribution to the several Underwriters, a sufficient number of additional conformed copies of each of the foregoing (excluding exhibits) so that one copy of each may be distributed to each Underwriter, (ii) as promptly as possible deliver to youeach of 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, request and (iii) thereafter from time to time during the period in which a prospectus is required by law to be delivered by the an Underwriter or a dealer, likewise send to you the Underwriters as many additional copies of the Prospectus and as many copies of any supplement to the Prospectus and of any amended Prospectus, filed by the Company with the Commission, as you may reasonably request for the purposes contemplated by the Securities Act. In addition, no later than ninety (90) days following the Closing Date, the Company shall provide the Representative and its counsel, at the Company's cost, such number of bound volumes as may be reasonably requested by the Representative and its counsel, each volume to contain all of the documents relating to the offering of the Shares. (d) If at any time during the period in which a prospectus is required by law to be delivered by the an Underwriter or a dealer any event relating to or affecting the Company, or of which the Company shall be advised in writing by you, shall occur as a result of which it is necessary, in the opinion of counsel for the Company or of counsel for the Underwriter, necessary to supplement or amend the Prospectus in order to make the Prospectus not misleading or so that the Prospectus will not omit to state a material fact necessary to be stated therein, in the light of the circumstances existing each case at the time it the Prospectus is delivered to a purchaser of the NotesShares, or if it shall be necessary to amend or to supplement the Prospectus to comply with the Securities Act or the Rules and Regulations, the Company will forthwith prepare and file with the Commission a supplement to the Prospectus or an amended Prospectus so that the Prospectus as so supplemented or amended will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in therein not misleading and so that it then will otherwise comply with the light of Securities Act and the circumstances existing at the time such Prospectus is delivered to such purchaser, not misleadingRules and Regulations. If, after the public offering of the Notes Shares by the Underwriter Underwriters and during such period, the Underwriter shall Underwriters propose to vary the terms of the offering thereof by reason of changes in general market conditions or otherwise, you will advise the Company in writing of the proposed variationvariation and if, and, if in the opinion either of counsel for the Company or of counsel for the Underwriter Underwriters, such proposed variation requires that the Prospectus be supplemented or amended, the Company will forthwith prepare and file with the Commission a supplement to the Prospectus or an amended Prospectus setting forth such variation. The Company authorizes the Underwriter Underwriters and all dealers to whom any of the Notes Shares may be sold by the Underwriter Underwriters to use the Prospectus, as from time to time so amended or supplemented, in connection with the sale of the Notes Shares in accordance with the applicable provisions of the Securities Act and the applicable rules Rules and regulations thereunder Regulations 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 cooperate with you and as requested by you, your counsel in the qualification or registration of the Notes Shares for offer and sale under the securities or blue sky Blue Sky laws of such jurisdictions as you may designate and, if applicable, in connection with exemptions from such qualification or registration and, during the period in which a prospectus Prospectus is required by law to be delivered by the an Underwriter or a dealer, in keeping such qualifications qualifications, registrations and exemptions in good standing under said securities or blue sky lawseffect; PROVIDEDprovided, HOWEVERhowever, that the Company shall not be obligated to file any general consent to service of process or to qualify to do business as a foreign corporation in any jurisdiction in which it is not so qualified. The Company will will, from time to time, prepare and file such statements, reports, reports and other documents as are or may be required to continue such qualifications qualifications, registrations and exemptions in effect for so long a period as you may reasonably request for the distribution of the NotesShares. (gf) During a period of five years commencing with the date hereofof this Agreement, the Company will promptly furnish to you and to each Underwriter who may so request in writing copies of (i) all periodic and special reports furnished by it to stockholders of the Company and of Company, (ii) all information, documents and reports filed by it with the Commission, the Nasdaq National Market, any securities exchange or the National Association of Securities Dealers, Inc., (iii) every material press release and every material news item or article in respect of the Company or its affairs delivered to stockholders or prepared by the Company or any of its subsidiaries and (iv) any additional information concerning the Company or its business that the Representative may reasonably request. (hg) Not As soon as practicable, but not later than the 45th day following the end of the fiscal quarter first occurring ending after the first anniversary of the Effective Date, the Company will make generally available to its security securities holders and furnish to the Representative an earnings statement or statements in accordance with Section 11(a) of the Securities Act and Rule 158 thereunder. (h) The Company agrees that it will not and it will cause the Sole Stockholder to enter into an agreement with the Representative to the effect that he will not without your prior written consent, in each case directly or indirectly, sell, offer, contract to sell, grant any option to purchase or otherwise dispose of any shares of Common Stock, or any securities convertible into, exchangeable for or exercisable for Common Stock, or any rights to purchase or acquire Common Stock, for a period of one year following the date of this Agreement, excluding only (i) the sale of the Shares to be sold to the Underwriters pursuant to this Agreement and (ii) the grant of options to purchase Common Stock under the Company's presently authorized employee plans that are described in the Prospectus, in accordance with the provisions of such plans as so authorized, so long as none of such options become exercisable within one year from the date of this Agreement. (i) The Company agrees to pay all costs and expenses incident to will apply the performance net proceeds from the offering received by it in the manner set forth under the caption "Use of its obligations under this Agreement and Proceeds" in the Indenture, including all costs and expenses incident (i) the preparation, printing and filing with the Commission and the National Association of Securities Dealers, Inc. ("NASD") of the Registration Statement, any Preliminary Prospectus, the Prospectus and the Form T-1 filed in connection with the Notes (the "Form T-1"), (ii) the furnishing to the Underwriter 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 Underwriter, (iv) the preparation, printing and filing of all supplements and amendments to the Prospectus referred to in paragraph (d) of this Section 6 and the T-1, (v) the furnishing to you of the reports and information referred to in paragraph (g) of this Section 6 and (vi) the printing and issuance of the Indenture and the note certificates, including the transfer agent's fees. (j) The Company agrees will, and at all times for a period of at least five years after the date of this Agreement, unless such securities are then listed on a national securities exchange, use its best efforts to reimburse youcause the Common Stock (including the Shares) to be included for quotation on the Nasdaq National Market, for and the account Company will comply with all registration, filing, reporting and other requirements of the several Underwriter, for blue sky fees Exchange Act and related disbursements and costs of a legal investment survey (including counsel fees and disbursements and cost of printing memoranda for the Underwriter) paid by or for Nasdaq National Market that may from time to time be applicable to the account of the Underwriter or its counsel in qualifying the Notes under state securities or blue sky laws, in conducting a legal investment survey and in the review of the offering by the NASDCompany. (k) The Company hereby agrees that, without the prior written consent will use its best efforts to maintain insurance of the Underwritertypes and in the amounts which it deems adequate for its business consistent with insurance coverage maintained by companies of similar size and engaged in similar businesses including, it will notbut not limited to, during the period ending ninety (90) days after the date of the final Prospectus for the public offering, (1) offer, pledge, sell, contract to sell, sell any option general liability insurance covering all real and personal property owned 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 or any securities convertible into or exercisable or exchangeable for Common Stock, or (2) enter into any swap or similar agreement that transfers, in whole or in part, the economic risk of ownership of Common Stock, whether any such transaction described in clause (1) or (2) above is to be settled leased by delivery of Common Stock or such other securities, in cash or otherwise; PROVIDED, HOWEVER, that the foregoing provisions of this paragraph (k) shall not apply to (a) the Notes to be sold to the Underwriter pursuant to this Agreement, and (b) shares of Common Stock issued under the stock option and stock purchase plans of the Company (the "Stock Plans")against theft, including Common Stock issued upon the exercise damage, destruction, acts of options granted under the Stock Plans, vandalism and all as described through incorporation by reference in the Preliminary Prospectus and (c) shares of Common Stock issued on conversion of the Notes. For purposes of this paragraph (k), a sale, offer, or other disposition shall be deemed to include any sale to an institution which can, following such sale, sell Common Stock to the public in reliance on Rule 144A.risks customarily insured against. (l) The Company is familiar with will maintain a transfer agent and, if necessary under the Investment jurisdiction of incorporation of the Company, a registrar (which may be the same entity as the transfer agent) for its Common Stock. (m) If at any time during the twenty-five (25) day period after the Registration Statement becomes effective, any rumor, publication or event relating to or affecting the Company Act shall occur as a result of 1940, as amended, and has in the past conducted its affairs, and will in the future conduct its affairswhich, in your opinion, the market price of the Common Stock has been or is likely to be materially affected (regardless of whether such rumor, publication or event necessitates a manner supplement to ensure that or amendment of the Prospectus), the Company was not 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 will not be an "investment company" disseminate a press release or a company "controlled" by an "investment company" within the meaning of the Investment Company Act of 1940other public statement, as amendedreasonably satisfactory to you, and the rules and regulations thereunderresponding to or commenting on such rumor, publication or event.

Further Agreements of the Company. The Company covenants and agrees as follows: (a) The Company will (i) prepare and timely file with the Commission under Rule 424(b) a Prospectus containing information previously omitted at the time of effectiveness of the Registration Statement in reliance on Rule 430A and (ii) not file any amendment to the Registration Statement or supplement to the Prospectus of which you shall not previously have been advised and furnished with a copy or to which you shall have reasonably objected in writing or which is not in compliance with the Securities Act or the rules Rules and regulations of the CommissionRegulations. (b) The Company will promptly notify the Representatives 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 additional information, (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 action or proceeding for that purpose, (iv) the receipt by the Company of any notification with respect to the suspension of the qualification of the Notes Stock for sale in any jurisdiction, or (v) the receipt by it of notice of the initiation or threatening of any proceeding for such purpose. The Company will make every reasonable effort to prevent the issuance of such a stop order and, if such an order shall at any time be issued, to obtain the withdrawal thereof at the earliest possible moment. (c) 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- 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 youyou 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 during the period in which a prospectus is required by law to be delivered by the an Underwriter or dealer, likewise send to you the Underwriters as many additional copies of the Prospectus and as many copies of any supplement to the Prospectus and of any amended Prospectusprospectus, filed by the Company with the Commission, as you may reasonably request for the purposes contemplated by the Securities Act. (d) If at any time during the period in which a prospectus is required by law to be delivered by the an Underwriter or dealer any event relating to or affecting the Company, or of which the Company shall be advised in writing by you, shall occur as a result of which it is necessary, in the opinion of counsel for the Company or of counsel for the UnderwriterUnderwriters, 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 NotesStock, the Company will forthwith prepare and file with the Commission a supplement to the Prospectus or an amended Prospectus prospectus so that the Prospectus as so supplemented or amended will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances existing at the time such Prospectus is delivered to such purchaser, not misleading. If, after the initial public offering of the Notes Stock by the Underwriter Underwriters and during such period, the Underwriter Underwriters shall propose to vary the terms of offering thereof by reason of changes in general market conditions or otherwise, you will advise the Company in writing of the proposed variation, and, if in the opinion either of counsel for the Company or of counsel for the Underwriter Underwriters such proposed variation requires that the Prospectus be supplemented or amended, the Company will forthwith prepare and file with the Commission a supplement to the Prospectus or an amended Prospectus prospectus setting forth such variation. The Company authorizes the Underwriter Underwriters and all dealers to whom any of the Notes Stock may be sold by the Underwriter several Underwriters to use the Prospectus, as from time to time amended or supplemented, in connection with the sale of the Notes 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 prospectus proposed to be filed. (f) The Company will cooperate, when and as requested by you, in the qualification of the Notes 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 the 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 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 NotesStock. (g) During a period of five three years commencing with the date hereof, the Company will furnish to you 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 Commissionthe Commission including the Report on Form SR required by Rule 463 of the Commission under the Securities Act. (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 its security holders an earnings statement in accordance with Section 11(a) of the Securities Act and Rule 158 thereunder. (i) The Company agrees to pay all costs and expenses incident to the performance of its obligations under this Agreement and the IndentureAgreement, including all costs and expenses incident incident to (i) the preparation, printing and filing with the Commission and the National Association of Securities Dealers, Inc. ("NASD") NASD of the Registration Statement, any Preliminary Prospectus, the Prospectus and the Form T-1 filed in connection with the Notes (the "Form T-1")Prospectus, (ii) the furnishing to the Underwriter 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 UnderwriterUnderwriters, (iv) the preparation, printing and filing of all supplements and amendments to the Prospectus referred to in paragraph (d) of this Section 6 and the T-16, (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 the Indenture and the note stock certificates, including the transfer agent's fees. Except as specifically provided for in this Section 6, the Underwriters will pay their own costs and expenses, including fees of their counsel, any stock transfer taxes due upon any resale of Stock by them and advertising costs incurred by them. (j) The Company agrees to reimburse you, for the account of the several UnderwriterUnderwriters, for blue sky fees and related disbursements and costs of a legal investment survey (including counsel fees and disbursements and cost of printing memoranda for the UnderwriterUnderwriters) paid by or for the account of the Underwriter Underwriters or its their counsel in qualifying the Notes Stock under state securities or blue sky laws, in conducting a legal investment survey laws and in the review of the offering by the NASD. (k) The Company hereby agrees that, without the prior written consent of Chase Securities Inc. on behalf of the UnderwriterUnderwriters, it the Company will not, during for a period of 180 days following the period ending ninety (90) days after the date commencement of the final Prospectus for public offering of the public offeringStock by the Underwriters, directly or indirectly, (1i) sell, offer, pledge, sell, contract to sell, make any short sale, pledge, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, purchase or otherwise transfer or dispose of, directly or indirectly, of any shares of Common Stock or any securities convertible into or exchangeable or exercisable for or exchangeable for any rights to purchase or acquire Common Stock, Stock or (2ii) enter into any swap or similar other agreement that transfers, in whole or in part, any of the economic risk of consequences or ownership of Common Stock, whether any such transaction described in clause (1i) or (2ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise; PROVIDED, HOWEVER, that the . The foregoing provisions of this paragraph (k) sentence shall not apply to (a) the Notes to be sold to the Underwriter pursuant to this Agreement, and (bA) shares of Common Stock issued under the stock option and stock purchase plans of by the Company (the "Stock Plans"), including Common Stock issued upon the exercise of options granted under the Stock PlansCompany's stock option plan or upon the exercise of warrants outstanding as of the date hereof, all as described through incorporation by reference in the Preliminary Prospectus Prospectus, and (cB) options to purchase Common Stock granted under the Company's stock option plan. If this Agreement is terminated prior to the Closing Date, the provisions of this Section 6(k) shall be of no further force or effect. (l) The Company agrees to use its best efforts to cause all directors, officers, and the beneficial owners of the outstanding Common Stock identified on ANNEX C hereto to agree that, without the prior written consent of Chase Securities Inc. on behalf of the Underwriters, such person or entity will not, for a period of 180 days following the commencement of the public offering of the Stock by the Underwriters, directly or indirectly, sell, offer, contract to sell, transfer the economic risk of ownership in, make any short sale, pledge or otherwise dispose of any shares of Common Stock issued on conversion or any securities convertible into or exchangeable or exercisable for or any rights to purchase or acquire Common Stock. (m) If at any time during the 25-day period after the Registration Statement becomes effective any rumor, publication or event relating to or affecting the Company shall occur as a result of which in your opinion the market price for the Stock has been or is likely to be materially affected (regardless of whether such rumor, publication or event necessitates a supplement to or amendment of the Notes. For purposes of this paragraph (kProspectus), 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 sale, offer, press release or other disposition shall be deemed public statement, reasonably satisfactory to include any sale you, responding to an institution which canor commenting on such rumor, following such sale, sell Common Stock to the public in reliance on Rule 144A.publication or event. (ln) 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 Investment Company Act of 1940, as amended, and the rules and regulations thereunder. (o) The Company (i) will comply with all applicable securities and other applicable laws, rules and regulations in each jurisdiction in which the Directed Shares are offered and (ii) will pay all reasonable fees and disbursements of counsel incurred by the Underwriters in connection with the Directed Share Program and any stamp duties, similar taxes or duties or other taxes, if any, incurred by the Underwriters in connection with the Directed Share Program.

Further Agreements of the Company. The Company covenants and agrees with the Underwriter as follows: (a) If the Registration Statement has not yet become effective, the Company will promptly file the Final Amendment with the Commission, will use its best efforts to cause the Registration Statement to become effective and, as soon as the Company is advised, will advise you when the Registration Statement or any amendment thereto has become effective. If the Registration Statement has become effective, the Company will file the 430A Prospectus as promptly as practicable, but no later than the second business day following the date of this Agreement, and will provide you satisfactory evidence of the filing. The Company will not file any prospectus or any other amendment (i) prepare and timely file except any post-effective amendment required by Rule 8b-16 of the Investment Company Act which is filed with the Commission under Rule 424(b) a Prospectus containing information previously omitted at after the time later of effectiveness one year from the date of this Agreement or the date on which the distribution of the Registration Statement in reliance on Rule 430A and (iiPreferred Shares is completed) not file any amendment or supplement to the Registration Statement or supplement Prospectus unless a copy has first been submitted to the Prospectus of which you within a reasonable time before its filing and 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 to it within a reasonable time after receiving the Securities Act or the rules and regulations of the Commissioncopy. (b) The Company will advise you, promptly notify the Representatives in the event of (i) the request by the Commission for amendment of the Registration Statement after it shall receive notice or for supplement to the Prospectus or for any additional informationobtain knowledge thereof, (ii1) of the issuance by the Commission of any stop order suspending the effectiveness in respect of the Registration StatementCompany, or in respect of the Investment Adviser which relates to the Company, (iii2) of the institution initiation or notice of intended institution threatening of any action proceedings for, or proceeding for that purpose, (iv) the receipt by the Company of any notification notice with respect to to, the suspension of the qualification of the Notes Preferred Shares for sale in any jurisdiction, jurisdiction or the issuance of any stop order by the Commission suspending the effectiveness of the Registration Statement and (v3) the of receipt by it of notice the Company or any representative or attorney of the initiation or threatening Company of any proceeding for such purposeother communication from the Commission relating to the Company, the Registration Statement, the Notification, any Preliminary Prospectus, the Prospectus or to the transactions contemplated by this Agreement. The Company will make every reasonable effort to prevent the issuance of such a stop order suspending the effectiveness of the Registration Statement and, if any such an stop order shall at any time be is issued, to obtain the withdrawal thereof at the earliest possible momentits lifting as soon as possible. (c) The Company will (i) on or before the Closing Date, deliver furnish to you a and your counsel three signed copy copies of the Registration Statement and any amendments (except any post-effective amendment required by Rule 8b-16 of the Investment Company Act which is filed with the Commission after the later of one year from the date of this Agreement or the date on which the distribution of the Preferred Shares is completed) to either of them (including all exhibits filed with any such document) and as originally filed and many conformed copies of each amendment thereto filed prior to the time the Registration Statement becomes and of any amendments and supplements (except any post-effective and, promptly upon amendment required by Rule 8b-16 of the filing thereof, a signed copy Investment Company Act which is filed with the Commission after the later of each post- effective amendment, if any, one year from the date of this Agreement or the date on which the distribution of the Preferred Shares is completed) to the Registration Statement (together with, in each case, all exhibits thereto unless previously furnished to you), (ii) as promptly as possible deliver to you, at such office or offices documents as you may designate, as many copies of the Prospectus as you may reasonably request, and (iii) thereafter from time to time during the reasonably request. (d) During such period in which as a prospectus is required by law to be delivered by an underwriter or a dealer, the Company will furnish to the Underwriter or dealerand any dealers who may so request in writing, likewise send to you as many additional copies of the Prospectus and as many copies of any supplement may from time to the Prospectus and of any amended Prospectustime be reasonably requested, filed by the Company with the Commissionand, as you may reasonably request for the purposes contemplated by the Securities Act. (d) If at any time during the period in which a prospectus is required by law to be delivered by the Underwriter or dealer if any event relating to or affecting the Company, or of which the Company shall be advised in writing by you, shall occur occurs during such period as a result of which it is necessary, in the opinion of counsel for the Company necessary to amend or of counsel for the Underwriter, 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 Notes, the Company will forthwith prepare and file with the Commission a supplement to the Prospectus or an amended Prospectus so that the Prospectus as so supplemented or amended will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances existing at when the time such Prospectus is delivered to such a purchaser, not misleading. Ifmisleading in any material respect, after the public offering of the Notes by the Underwriter and or if during such periodperiod it is necessary to amend or supplement the Prospectus to comply with the Securities Act, the Underwriter shall propose to vary Investment Company Act, the terms of offering thereof by reason of changes in general market conditions Securities Act Rules or otherwise, you will advise the Investment Company in writing of the proposed variation, and, if in the opinion either of counsel for the Company or of counsel for the Underwriter such proposed variation requires that the Prospectus be supplemented or amendedAct Rules, the Company will forthwith prepare and promptly prepare, submit to you, file with the Commission a supplement and furnish to the Underwriter and to any dealers (whose names and addresses you will furnish to the Company) to whom Preferred Shares may have been sold by you, and to other dealers upon request, amendments or supplements to the Prospectus or an amended Prospectus setting forth such variation. The Company authorizes so that the Underwriter and all dealers to whom any of the Notes may be sold by the Underwriter to use statements in the Prospectus, as from time to time so amended or supplemented, will not, in connection light of the circumstances existing when the Prospectus is delivered to a purchaser, be misleading in any material respect and will comply with the sale of Securities Act, the Notes in accordance with the applicable provisions of Investment Company Act, the Securities Act Rules and the applicable rules and regulations thereunder for Investment Company Act Rules. Delivery by the Underwriter of any such periodamendments or supplements to the Prospectus will not constitute a waiver of any of the conditions in Section 11. (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 Notes 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 the 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 Notes. (g) During a period of five years commencing with the date hereof, the Company will furnish to you copies of all periodic and special reports furnished to stockholders of the Company and of all information, documents and reports filed with 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 its the Company's security holders holders, as soon as practicable, but in any event not later than 15 months after the end of the Company's current fiscal quarter, an earnings statement in accordance with of the Company, which need not be audited, satisfying the provisions of Section 11(a) of the Securities Act and Rule 158 thereunderof the Securities Act Rules, and will advise you in writing when such statement has been so made available. (if) [Intentionally Omitted.] (g) The Company agrees Company, whether or not the transactions contemplated hereunder are consummated or this Agreement is terminated, will pay or cause to pay be paid (1) all expenses (including transfer taxes allocated to the respective transferees) incurred in connection with the delivery to the Underwriter of the Preferred Shares, (2) all expenses and fees (including, without limitation, fees and expenses of the Company's accountants and counsel but, except as otherwise provided below, not including fees of the Underwriter's counsel) in connection with the preparation, printing, filing, delivery and shipping of the Registration Statement (including all amendments, schedules and exhibits thereto), the Preferred Shares, each Preliminary Prospectus, the Prospectus and any amendment thereof or supplement thereto, and the printing, delivery and shipping of this Agreement and other underwriting documents, (3) the fees and expenses of any transfer agent or registrar, (4) any fees charged by securities rating services for rating the Preferred Shares, (5) the fees and expenses of DTC and its nominee and the Auction Agent, and (6) all other costs and expenses incident to the performance of its obligations under hereunder that are not otherwise specifically provided for herein. If the sale of the Preferred Shares provided for herein is not consummated by reason of action by the Company pursuant to Section 10(a) hereof which prevents this Agreement and from becoming effective, or by reason of any failure, refusal or inability on the Indenture, including all costs and expenses incident (i) the preparation, printing and filing with the Commission and the National Association of Securities Dealers, Inc. ("NASD") part of the Registration StatementCompany to perform any agreement on its part to be performed, or because any Preliminary Prospectusother condition of the Underwriter's obligations hereunder required to be fulfilled by the Company is not fulfilled, or because this Agreement is terminated pursuant to Section 12 hereof, the Prospectus Company or the Investment Adviser will reimburse the Underwriter for all out-of-pocket disbursements (including fees and disbursements of counsel) incurred by the Form T-1 filed Underwriter in connection with its investigation, preparing to market and marketing the Notes (the "Form T-1"), (ii) the furnishing Preferred Shares or in contemplation of performing its obligations hereunder. The Company shall not in any event be liable to the Underwriter for loss of copies of any Preliminary Prospectus and of anticipated profits from the several documents required transactions covered by paragraph (c) of this Section 6 to be so furnished, (iii) the printing of this Agreement and related documents delivered to the Underwriter, (iv) the preparation, printing and filing of all supplements and amendments to the Prospectus referred to in paragraph (d) of this Section 6 and the T-1, (v) the furnishing to you of the reports and information referred to in paragraph (g) of this Section 6 and (vi) the printing and issuance of the Indenture and the note certificates, including the transfer agent's feesAgreement. (jh) The Company agrees to reimburse you, for the account of the several Underwriter, for blue sky fees and related disbursements and costs of a legal investment survey (including counsel fees and disbursements and cost of printing memoranda for the Underwriter) paid by or for the account of the Underwriter or its counsel in qualifying the Notes under state securities or blue sky laws, in conducting a legal investment survey and in the review of the offering by the NASD. (k) The Company hereby agrees that, without the Without your prior written consent of consent, the Underwriter, it Company will not, during the period ending ninety (90) days after the date of the final Prospectus for the public offering, (1) not offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stockregister with the Commission, or (2) enter into announce an offering of, any swap or similar agreement that transfers, in whole or in part, the economic risk of ownership of Common Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise; PROVIDED, HOWEVER, that the foregoing provisions of this paragraph (k) shall not apply to (a) the Notes to be sold to the Underwriter pursuant to this Agreement, and (b) shares of Common Stock issued under the stock option and stock purchase plans equity securities of the Company (Company, within 180 days after the "Stock Plans")Effective Date, including Common Stock issued upon except for the exercise of options granted under the Stock Plans, all as described through incorporation by reference in the Preliminary Prospectus and (c) shares of Common Stock issued on conversion of the Notes. For purposes of this paragraph (k), a sale, offer, or other disposition shall be deemed to include any sale to an institution which can, following such sale, sell Common Stock to the public in reliance on Rule 144A.Preferred Shares. (li) The Company is familiar with will use the Investment Company Act net proceeds received by it from the sale of 1940, as amended, and has the Preferred Shares in the past conducted its affairs, and will manner specified in the future conduct its affairs, in such a manner to ensure that the Company was not and will not be an Prospectus under "investment company" or a company Use of Proceeds."controlled" by an "investment company" within the meaning of the Investment Company Act of 1940, as amended, and the rules and regulations thereunder.

Further Agreements of the Company. The Company covenants and agrees as follows: (a) The Company will (i) prepare and timely file with the Commission under Rule 424(b) a Prospectus containing information previously omitted at the time of effectiveness of the Registration Statement in reliance on Rule 430A and (ii) not file any amendment to the Registration Statement or supplement to the Prospectus of which you shall not previously have been advised and furnished with a copy or to which you shall have reasonably objected in writing or which is not in compliance with the Securities Act or the rules Rules and regulations of the CommissionRegulations. (b) The Company will promptly notify the Representatives 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 additional information, (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 action or proceeding for that purpose, (iv) the receipt by the Company of any notification with respect to the suspension of the qualification of the Notes Stock for sale in any jurisdiction, or (v) the receipt by it of notice of the initiation or threatening of any proceeding for such purpose. The Company will make every reasonable effort to prevent the issuance of such a stop order and, if such an order shall at any time be issued, to obtain the withdrawal thereof at the earliest possible moment. (c) 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 youyou 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 during the period in which a prospectus is required by law to be delivered by the an Underwriter or dealer, likewise send to you the Underwriters as many additional copies of the Prospectus and as many copies of any supplement to the Prospectus and of any amended Prospectusprospectus, filed by the Company with the Commission, as you may reasonably request for the purposes contemplated by the Securities Act. (d) If at any time during the period in which a prospectus is required by law to be delivered by the an Underwriter or dealer dealer, any event relating to or affecting the Company, or of which the Company shall be advised in writing by you, shall occur as a result of which it is necessary, in the opinion of counsel for the Company or of counsel for the UnderwriterUnderwriters, 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 NotesStock, the Company will forthwith prepare and file with the Commission a supplement to the Prospectus or an amended Prospectus prospectus so that the Prospectus as so supplemented or amended will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances existing at the time such Prospectus is delivered to such purchaser, not misleading. If, after the initial public offering of the Notes Stock by the Underwriter Underwriters and during such period, the Underwriter Underwriters shall propose to vary the terms of offering thereof by reason of changes in general market conditions or otherwise, you will advise the Company in writing of the proposed variation, and, if in the opinion either of counsel for the Company or of counsel for the Underwriter Underwriters such proposed variation requires that the Prospectus be supplemented or amended, the Company will forthwith prepare and file with the Commission a supplement to the Prospectus or an amended Prospectus prospectus setting forth such variation. The Company authorizes the Underwriter Underwriters and all dealers to whom any of the Notes Stock may be sold by the Underwriter several Underwriters to use the Prospectus, as from time to time amended or supplemented, in connection with the sale of the Notes Stock in accordance with the applicable provisions of the Securities Act and the applicable rules Rules and regulations thereunder Regulations 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 prospectus proposed to be filed. (f) The Company will cooperate, when and as requested by you, in the qualification of the Notes 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 the an Underwriter or dealer, in keeping such qualifications in good standing under said securities or blue sky laws; PROVIDEDprovided, HOWEVERhowever, that the Company shall not be obligated to file any general consent to service of process or to qualify as a foreign corporation in any jurisdiction in which it is not so qualified. The Company will 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 NotesStock. (g) During a period of five years commencing with the date hereof, the Company will furnish to you 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 its security holders an earnings statement in accordance with Section 11(a) of the Securities Act and Rule 158 thereunder. (i) The Company agrees to pay all costs and expenses incident to the performance of its obligations under this Agreement and the IndentureAgreement, including all costs and expenses incident incident to (i) the preparation, printing and filing with the Commission and the National Association of Securities Dealers, Inc. ("NASD") NASD of the Registration Statement, any Preliminary Prospectus, the Prospectus and the Form T-1 filed in connection with the Notes (the "Form T-1")Prospectus, (ii) the furnishing to the Underwriter 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 UnderwriterUnderwriters, (iv) the preparation, printing and filing of all supplements and amendments to the Prospectus referred to in paragraph (d) of this Section 6 and the T-16, (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 the Indenture and the note stock certificates, including the transfer agent's fees. (j) The Company agrees to reimburse you, for the account of the several UnderwriterUnderwriters, for blue sky fees and related disbursements and costs of a legal investment survey (including counsel fees and disbursements and cost of printing memoranda for the UnderwriterUnderwriters) paid by or for the account of the Underwriter Underwriters or its their counsel in qualifying the Notes Stock under state securities or blue sky laws, in conducting a legal investment survey laws and in the review of the offering by the NASD. (k) The Company hereby agrees and shall use its best efforts to cause all directors, officers and stockholders to agree that, without the prior written consent of Xxxxxxxxx & Xxxxx LLC on behalf of the UnderwriterUnderwriters, it the Company will not, during and such person or entity will not, for a period of 180 days following the period ending ninety (90) days after the date commencement of the final Prospectus for public offering of the public offeringStock by the Underwriters, directly or indirectly, (1i) sell, offer, pledge, sell, contract to sell, make any short sale, pledge, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, purchase or otherwise transfer or dispose of, directly or indirectly, of any shares of Common Stock capital stock or any securities convertible into or exchangeable or exercisable for or exchangeable for Common Stock, any rights to purchase or acquire capital stock or (2ii) enter into any swap or similar other agreement that transfers, in whole or in part, any of the economic risk of consequences or ownership of Common Stockcapital stock, whether any such transaction described in clause (1i) or (2ii) above is to be settled by delivery of Common Stock capital stock or such other securities, in cash or otherwise; PROVIDED, HOWEVER, that the . The foregoing provisions of this paragraph (k) sentence shall not apply to (aI) the Notes Stock to be sold to the Underwriter Underwriters pursuant to this Agreement, and (bii) shares the granting of options to purchase Common Stock issued under the Company's stock option and stock purchase plans of the Company (the "Stock Plans"), including Common Stock issued upon the exercise of options granted under the Stock Plans, all as described through incorporation by reference in the Preliminary Prospectus and (c) shares of Common Stock issued on conversion of the Notes. For purposes of this paragraph (k), a sale, offer, or other disposition shall be deemed to include any sale to an institution which can, following such sale, sell Common Stock to the public in reliance on Rule 144A.plan. (l) If at any time during the 25-day period after the Registration Statement becomes effective any rumor, publication or event relating to or affecting the Company shall occur as a result of which in your opinion the market price for the Stock has been or is likely to be materially affected (regardless of whether such rumor, publication or event necessitates a supplement to or amendment of the Prospectus), the Company will, after written notice from you advising the Company to the effect set forth above, forthwith 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 Investment Company Act of 1940, as amended, and the rules and regulations thereunder. (n) The Company will comply with the Securities Act and the Rules and Regulations, and the Securities Exchange Act of 1934 (herein called the Exchange Act) and the Rules and Regulations, so as to permit the completion of the distribution of the Stock as contemplated in this Agreement and the Prospectus. (o) The Company shall apply the net proceeds of its sale of the Stock as set forth in the Prospectus under the heading "Use of Proceeds." (p) The Company will not take, directly or indirectly, any action designed to cause or result in, or that has constituted or might reasonably be expected to constitute, the stabilization or manipulation of the price of the Common Stock of the Company. (q) The Company will maintain a transfer agent and, if necessary under the jurisdiction of incorporation of the Company, a registrar (which may be the same entity as the transfer agent) for its Common Stock.