Common use of Further Agreements of the Selling Stockholders Clause in Contracts

Further Agreements of the Selling Stockholders. Each Selling Stockholder agrees: (a) To execute and deliver a written lockup agreement pursuant to which such Selling Stockholder agrees not to, directly or indirectly, offer for sale, sell or otherwise dispose of (or enter into any transaction or device which is designed to, or could be expected to, result in the disposition by any person at any time in the future of) any shares of Common Stock (other than the Shares), without the prior written consent of Equitable Securities Corporation for a period of 180 days after the Closing Date; (b) That the Shares to be sold by the Selling Stockholder hereunder, which are represented by the certificates held in custody for the Selling Stockholder, are subject to the interest of the Underwriters in such Shares pursuant to this Agreement, that the arrangements made by the Selling Stockholder for such custody are to that extent irrevocable, and that the obligations of the Selling Stockholder hereunder shall not be terminated by any act of the Selling Stockholder, by operation of law, by the death or incapacity of any individual Selling Stockholder or, in the case of a trust, by the death or incapacity of any executor or trustee or the termination of such trust, or the occurrence of any other event; and (c) To deliver to the Representatives prior to the Closing Date a properly completed and executed United States Treasury Department Form W-8 (if the Selling Stockholder is a non-United States person) or Form W-9 (if the Selling Stockholder is a United States person). Each Selling Stockholder consents to the use, in accordance with the provisions of the Act and with the securities laws of the jurisdictions in which the Shares are offered by the Underwriters and by all dealers to whom the Shares may be sold, of each Preliminary Prospectus furnished by the Company, the Prospectus and any amendment or supplement thereto, both in connection with the offering and sale of the Shares and for such period of time thereafter as the Prospectus is required by the Act to be delivered in connection with sales by any Underwriter or dealer.

Further Agreements of the Selling Stockholders. Each Selling Stockholder agreesStockholder, severally and not jointly, agrees with the several Underwriters that: (a) To execute and deliver a written lockup agreement pursuant to which such Selling Stockholder agrees They will not to, directly or indirectlyindirectly offer, offer for salesell, sell assign, transfer, pledge, contract to sell, or otherwise dispose of (or enter into any transaction or device which is designed to, or could be expected to, result in the disposition by any person at any time in the future of) any shares of Common Stock (or securities convertible into or exercisable or exchangeable for Common Stock other than the Shares)sale of the Stock hereunder for a period of 90 days from the date of the Prospectus, without the prior written consent of Equitable Securities Corporation for a period of 180 days after the Closing Date;SG Cowen. (b) That the Shares to be sold by the Selling Stockholder hereunder, which are The shares of Stock represented by the certificates held certifixxxxx xxld in custody under the Custody Agreement are for the Selling Stockholder, are benefit of and coupled with and subject to the interest interests of the Underwriters in such Shares pursuant to this Agreement, that and the arrangements made by the other Selling Stockholder for such custody are to that extent irrevocableStockholders, and that the arrangement for such custody and the appointment of the Attorneys-in-fact are irrevocable; that the obligations of the such Selling Stockholder hereunder shall not be terminated by any act of the Selling Stockholder, by operation of law, whether by the death or incapacity of any individual Selling Stockholder orincapacity, in the case of a trust, by the death liquidation or incapacity of any executor or trustee or the termination distribution of such trustSelling Stockholder, or the occurrence of any other event; and, that if such Selling Stockholder should die or become incapacitated or is liquidated or dissolved or any other event occurs, before the delivery of the Stock hereunder, certificates for the Stock to be sold by such Selling Stockholder shall be delivered on behalf of such Selling Stockholder in accordance with the terms and conditions of this Agreement and the Custody Agreement, and action taken by the Attorneys-in-fact or any of them under the Power of Attorney shall be as valid as if such death, incapacity, liquidation or dissolution or other event had not occurred, whether or not the Custodian, the Attorneys-in-fact or any of them shall have notice of such death, incapacity, liquidation or dissolution or other event. (c) To Such Selling Stockholder will not take, directly or indirectly, any action designed or intended to stabilize or manipulate the price of any security of the Company, or that might reasonably be expected to cause or result in the stabilization or manipulation of the price of any security of the Company. (d) Such Selling Stockholder will deliver to the Representatives SG Cowen on or prior to the First Closing Date a properly completed and comxxxxxx xnd executed United States Treasury Department Form W-8 (if the Selling Stockholder is a non-United States person) or Form W-9 (if the Selling Stockholder is a United States person). Each Selling Stockholder consents to the use, ) or such other applicable form or statement specified by Treasury Department regulations in accordance with the provisions of the Act and with the securities laws of the jurisdictions in which the Shares are offered by the Underwriters and by all dealers to whom the Shares may be sold, of each Preliminary Prospectus furnished by the Company, the Prospectus and any amendment or supplement thereto, both in connection with the offering and sale of the Shares and for such period of time thereafter as the Prospectus is required by the Act to be delivered in connection with sales by any Underwriter or dealerlieu thereof.

Further Agreements of the Selling Stockholders. Each Selling Stockholder agreesStockholder, severally and not jointly, agrees with the several Underwriters that: (a) To execute the extent and deliver a in accordance with the written lockup agreement pursuant to which substantially in the form attached as Exhibit I hereto entered into between the Underwriters and such Selling Stockholder, such Selling Stockholder agrees not to, directly or indirectly, offer for sale, sell or otherwise dispose of (or enter into any transaction or device which is designed to, or could be expected to, result in the disposition by any person at any time in the future of) any shares of Common Stock (other than the Shares)will not, without the prior written consent of Equitable XX Xxxxx and Deutsche Bank, directly or indirectly, (i) offer, sell, assign, transfer, pledge, contract to sell, or otherwise dispose of, any shares of Common Stock (including, without limitation, Common Stock which may be deemed to be beneficially owned by such Selling Stockholder in accordance with the rules and regulations promulgated under the Securities Corporation for a period Act (such shares, the “Beneficially Owned Shares”)) or securities convertible into or exercisable or exchangeable into Common Stock, (ii) enter into any swap, hedge or similar agreement or arrangement that transfers in whole or in part, the economic risk of 180 days after ownership of the Closing Date;Beneficially Owned Shares or securities convertible into or exercisable or exchangeable in Common Stock or (iii) engage in any short selling of the Common Stock. (b) That the Shares to be sold by the Such Selling Stockholder hereunderwill not take, directly or indirectly, any action designed or intended to stabilize or manipulate the price of any security of the Company, or which are might in the future reasonably be expected to cause or result in, stabilization or manipulation of the price of any security of the Company. (c) The Warrant and the shares of Stock represented by the certificates held in custody under the applicable Custody Agreement are for the Selling Stockholder, are benefit of and coupled with and subject to the interest interests of the Underwriters in such Shares pursuant to this Agreement, that and the arrangements made by the other Selling Stockholder for such custody are to that extent irrevocableStockholders, and that the arrangement for such custody and the appointment of the Attorneys-in-fact are irrevocable; that the obligations of the such Selling Stockholder hereunder shall not be terminated by any act of the Selling Stockholder, by operation of law, whether by the death or incapacity of any individual Selling Stockholder orincapacity, in the case of a trust, by the death liquidation or incapacity of any executor or trustee or the termination distribution of such trustSelling Stockholder, or the occurrence of any other event; and, that if such Selling Stockholder should die or become incapacitated or is liquidated or dissolved or any other event occurs, before the delivery of the Stock or the Warrant hereunder, certificates for the Stock or the Warrant to be sold by such Selling Stockholder shall be delivered on behalf of such Selling Stockholder in accordance with the terms and conditions of this Agreement and the applicable Custody Agreement, and action taken by the Attorneys-in-fact or any of them under the Power of Attorney shall be as valid as if such death, incapacity, liquidation or dissolution or other event had not occurred, whether or not the Custodian, the Attorneys-in-fact or any of them shall have notice of such death, incapacity, liquidation or dissolution or other event. (cd) To Such Selling Stockholder will deliver to the Representatives on or prior to the First Closing Date a properly completed and executed United States Treasury Department Form W-8 (if the Selling Stockholder is a non-United States person) or Form W-9 (if the Selling Stockholder is a United States person). Each Selling Stockholder consents to the use, ) or such other applicable form or statement specified by Treasury Department regulations in accordance with the provisions of the Act and with the securities laws of the jurisdictions in which the Shares are offered by the Underwriters and by all dealers to whom the Shares may be sold, of each Preliminary Prospectus furnished by the Company, the Prospectus and any amendment or supplement thereto, both in connection with the offering and sale of the Shares and for such period of time thereafter as the Prospectus is required by the Act to be delivered in connection with sales by any Underwriter or dealerlieu thereof.

Further Agreements of the Selling Stockholders. Each Selling Stockholder agreesStockholder, severally and not jointly, agrees with the several Underwriters that: (a) To execute and deliver a written lockup agreement pursuant to which such Selling Stockholder agrees They will not to, directly or indirectlyindirectly offer, offer for salesell, sell assign, transfer, pledge, contract to sell, or otherwise dispose of (or enter into any transaction or device which is designed to, or could be expected to, result in the disposition by any person at any time in the future of) any shares of Common Stock (or securities convertible into or exercisable or exchangeable for Common Stock other than the Shares)sale of the Stock hereunder for a period of 180 days from the date of the Prospectus, without the prior written consent of Equitable Securities Corporation for a period of 180 days after the Closing Date;XX Xxxxx. (b) That the Shares to be sold by the Selling Stockholder hereunder, which are The shares of Stock represented by the certificates held in custody under the Custody Agreement are for the Selling Stockholder, are benefit of and coupled with and subject to the interest interests of the Underwriters in such Shares pursuant to this Agreement, that and the arrangements made by the other Selling Stockholder for such custody are to that extent irrevocableStockholders, and that the arrangement for such custody and the appointment of the Attorneys-in-fact are irrevocable; that the obligations of the such Selling Stockholder hereunder shall not be terminated by any act of the Selling Stockholder, by operation of law, whether by the death or incapacity of any individual Selling Stockholder orincapacity, in the case of a trust, by the death liquidation or incapacity of any executor or trustee or the termination distribution of such trustSelling Stockholder, or the occurrence of any other event; and, that if such Selling Stockholder should die or become incapacitated or is liquidated or dissolved or any other event occurs, before the delivery of the Stock hereunder, certificates for the Stock to be sold by such Selling Stockholder shall be delivered on behalf of such Selling Stockholder in accordance with the terms and conditions of this Agreement and the Custody Agreement, and action taken by the Attorneys-in-fact or any of them under the Power of Attorney shall be as valid as if such death, incapacity, liquidation or dissolution or other event had not occurred, whether or not the Custodian, the Attorneys-in-fact or any of them shall have notice of such death, incapacity, liquidation or dissolution or other event. (c) To Such Selling Stockholder will not take, directly or indirectly, any action designed or intended to stabilize or manipulate the price of any security of the Company, or that might reasonably be expected to cause or result in the stabilization or manipulation of the price of any security of the Company. (d) Such Selling Stockholder will deliver to the Representatives XX Xxxxx on or prior to the First Closing Date a properly completed and executed United States Treasury Department Form W-8 (if the Selling Stockholder is a non-United States person) or Form W-9 (if the Selling Stockholder is a United States person). Each Selling Stockholder consents to the use, ) or such other applicable form or statement specified by Treasury Department regulations in accordance with the provisions of the Act and with the securities laws of the jurisdictions in which the Shares are offered by the Underwriters and by all dealers to whom the Shares may be sold, of each Preliminary Prospectus furnished by the Company, the Prospectus and any amendment or supplement thereto, both in connection with the offering and sale of the Shares and for such period of time thereafter as the Prospectus is required by the Act to be delivered in connection with sales by any Underwriter or dealerlieu thereof.

Further Agreements of the Selling Stockholders. Each of the Selling Stockholder Stockholders severally agrees: (a) To execute and deliver For a written lockup agreement pursuant to which such Selling Stockholder agrees period of 90 days from the date of the Prospectus, not to, directly or indirectly, offer for sale, sell or otherwise dispose of (or enter into any transaction or device which is designed to, or could be expected to, result in the disposition by any person at any time in the future of) any shares of Common Stock (other than the SharesOffered Securities), without the prior written consent of Equitable Securities Corporation Xxxxxx Brothers Inc. (which consent shall not be unreasonably withheld); and to cause each of Xxxxxx X. Xxxxxxxxx, Xxxxxxxx X. Xxxxxxxxx, Xxxxxx X. Xxxxxx, Xxxx X. Xxxxxx and Xxxxx X. August to furnish to the Representatives prior to the First Delivery Date, a letter or letters, in form and substance satisfactory to counsel for the Underwriters, pursuant to which each such person shall agree not to, directly or indirectly, offer for sale, sell or otherwise dispose of (or enter into any transaction or device which is designed to, or could be expected to, result in the disposition by any person at any time in the future of) any shares of Common Stock for a period of 180 90 days after from the Closing DateDate of the Prospectus, without the prior written consent of Xxxxxx Brothers, Inc. (which consent shall not be unreasonably withheld); (b) That the Shares Offered Securities to be sold by the Selling Stockholder hereunder, which are represented by the certificates held in custody for the Selling Stockholder, Stockholders hereunder are subject to the interest of the Underwriters in such Shares pursuant to this AgreementUnderwriters, that the custody arrangements made by made, or to be made, by, or on behalf of, the Selling Stockholder for Stockholders in respect of such custody Offered Securities are to that extent irrevocable, and that the obligations of the Selling Stockholder Stockholders hereunder shall not be terminated by any act of the Selling StockholderStockholders, by operation of law, by the death or incapacity of any individual Selling Stockholder or, in the case of a trust, by the death or incapacity of any executor or trustee or the termination of such trust, law or the occurrence of any other event; and (c) To deliver to the Representatives prior to the Closing First Delivery Date a properly completed and executed United States Treasury Department Form W-8 (if the Selling Stockholder is a non-United States person) or Form W-9 (if the Selling Stockholder is a United States person). Each Selling Stockholder consents to the use, in accordance with the provisions of the Act and with the securities laws of the jurisdictions in which the Shares are offered by the Underwriters and by all dealers to whom the Shares may be sold, of each Preliminary Prospectus furnished by the Company, the Prospectus and any amendment or supplement thereto, both in connection with the offering and sale of the Shares and for such period of time thereafter as the Prospectus is required by the Act to be delivered in connection with sales by any Underwriter or dealerW-9.

Further Agreements of the Selling Stockholders. Each Selling Stockholder agrees: (a) To execute and deliver a written lockup agreement pursuant to which such Selling Stockholder agrees During the Lock-Up Period, not to, directly or indirectly, (1) offer for sale, sell sell, pledge or otherwise dispose of (or enter into any transaction or device which that is designed to, or could be expected to, result in the disposition by any person at any time in the future of) any shares of Common Stock or securities convertible into or exchangeable for Common Stock (other than the SharesStock), (2) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of such shares of Common Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or other securities, in cash or otherwise, (3) cause to be filed a registration statement with respect to any shares of Common Stock or securities convertible, exercisable or exchangeable into Common Stock or any other securities of the Company or (4) publicly disclose the intention to do any of the foregoing, in each case without the prior written consent of Equitable Securities Corporation for a period Xxxxxx Brothers Inc. on behalf of 180 days after the Closing Date;Underwriters. (b) That the Shares Stock to be sold by the Selling Stockholder hereunder, which are is represented by the certificates held in custody for the Selling Stockholder, are is subject to the interest of the Underwriters in such Shares pursuant to this Agreementand the other Selling Stockholders thereunder, that the arrangements made by the Selling Stockholder for such custody are to that extent irrevocable, and that the obligations of the Selling Stockholder hereunder shall not be terminated by any act of the Selling Stockholder, by operation of law, by the death or incapacity of any individual Selling Stockholder or, in the case of a trust, by the death or incapacity of any executor or trustee or the termination of such trust, law or the occurrence of any other event; and. (c) Neither the Selling Stockholder nor any person acting on behalf of the Selling Stockholder (other than, if applicable, the Company and the Underwriters) shall use or refer to any “free writing prospectus” (as defined in Rule 405), relating to the Stock. (d) To deliver to the Representatives Representative prior to the Closing Initial Delivery Date a properly completed and executed United States Treasury Department Form W-8 (if the Selling Stockholder is a non-United States personperson and does not have a qualified intermediary) or Form W-9 (if the Selling Stockholder or its nominee or general partner which is a qualified intermediary is a United States person). Each Selling Stockholder consents to the use, in accordance with the provisions of the Act and with the securities laws of the jurisdictions in which the Shares are offered by the Underwriters and by all dealers to whom the Shares may be sold, of each Preliminary Prospectus furnished by the Company, the Prospectus and any amendment or supplement thereto, both in connection with the offering and sale of the Shares and for such period of time thereafter as the Prospectus is required by the Act to be delivered in connection with sales by any Underwriter or dealer.

Further Agreements of the Selling Stockholders. Each of the Selling Stockholder agreesStockholders agree: (a) To execute and deliver For a written lockup agreement pursuant to which such Selling Stockholder agrees period of 60 days from the date of the Prospectus, not to, directly or indirectly, (1) offer for sale, sell sell, pledge or otherwise dispose of (or enter into any transaction or device which is designed to, or could be expected to, result in the disposition by any person at any time in the future of) any shares of Common Stock or securities convertible into or exchangeable for Common Stock (other than the Shares)Stock to be sold by the Selling Stockholders hereunder) or (2) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of such shares of Common Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or other securities, in cash or otherwise, in each case without the prior written consent of Equitable Securities Corporation for Lehman Brothers Inc; provided, hoxxxxx, that the foregoing shall not prohibit the Selling Stockholders other than Lehman Brothers Merchant Banking Xxxxxxrs II L.P. and its affiliates from exercising options to acquire and selling up to 450,000 shares of Common Stock, in the aggregate, during such 60-day period. Notwithstanding the foregoing, gifts or transfers to (A) the Selling Stockholder's immediate family or (B) a period trust or partnership the beneficiary and sole partners of 180 days after which are members of the Closing Date;Selling Stockholder's immediate family and/or the Selling Stockholder, shall not be prohibited by this agreement if the donee or transferee agrees in writing to be bound by the foregoing in the same manner as it applies to the Selling Stockholder. In addition, this provision shall not prohibit the exercise of any stock options or warrants, or rights relating to the conversion of convertible debt, except that the shares of Common Stock obtained upon any such exercise shall be subject to the limitations on disposition herein. (b) That the Shares Stock to be sold by the Selling Stockholder hereunder, which are represented by the certificates held in custody for the Selling Stockholder, are hereunder is subject to the interest of the Underwriters in such Shares pursuant to this Agreement, that and the arrangements made by the other Selling Stockholder for such custody are to that extent irrevocableStockholders hereunder, and that the obligations of the Selling Stockholder hereunder shall not be terminated by any act of the Selling Stockholder, by operation of law, by the death or incapacity of any individual Selling Stockholder or, in the case of a trust, by the death or incapacity of any executor or trustee or the termination of such trust, law or the occurrence of any other event; and. (c) To deliver to the Representatives prior to the Closing First Delivery Date a properly completed and executed United States Treasury Department Form W-8 (if the Selling Stockholder is a non-United States person) or Form W-9 (if the Selling Stockholder is a United States person). Each Selling Stockholder consents to the use, in accordance with the provisions of the Act and with the securities laws of the jurisdictions in which the Shares are offered by the Underwriters and by all dealers to whom the Shares may be sold, of each Preliminary Prospectus furnished by the Company, the Prospectus and any amendment or supplement thereto, both in connection with the offering and sale of the Shares and for such period of time thereafter as the Prospectus is required by the Act to be delivered in connection with sales by any Underwriter or dealer.

Further Agreements of the Selling Stockholders. Each Selling Stockholder agreesStockholder, severally and not jointly, agrees with the several Underwriters that: (a) To execute and deliver a written lockup agreement pursuant to which such Such Selling Stockholder agrees will not to, directly or indirectlyindirectly offer, offer for salesell, sell assign, transfer, pledge, contract to sell, or otherwise dispose of (or enter into any transaction or device which is designed to, or could be expected to, result in the disposition by any person at any time in the future of) any shares of Common Stock (or securities convertible into or exercisable or exchangeable for Common Stock other than the Shares)sale of the Stock hereunder for a period of 90 days from the date of the Prospectus, without the prior written consent of Equitable Securities Corporation for a period of 180 days after the Closing Date;XX Xxxxx. (b) That the Shares to be sold by the Selling Stockholder hereunder, which are The shares of Stock represented by the certificates held in custody under the Custody Agreement are for the Selling Stockholder, are benefit of and coupled with and subject to the interest interests of the Underwriters in such Shares pursuant to this Agreementand the other Selling Stockholders, that and the arrangements made by the Selling Stockholder arrangement for such custody and the appointment of the Attorneys-in-fact are to that extent irrevocable, and that ; the obligations of the such Selling Stockholder hereunder shall not be terminated by any act of the Selling Stockholder, by operation of law, whether by the death or incapacity of any individual Selling Stockholder orincapacity, in the case of a trust, by the death liquidation or incapacity of any executor or trustee or the termination distribution of such trustSelling Stockholder, or the occurrence of any other event; and, if such Selling Stockholder should die or become incapacitated or is liquidated or dissolved or any other event occurs, before the delivery of the Stock hereunder, certificates for the Stock to be sold by such Selling Stockholder shall be delivered on behalf of such Selling Stockholder in accordance with the terms and conditions of this Agreement and the Custody Agreement, and action taken by the Attorneys-in-fact or any of them under the Power of Attorney shall be as valid as if such death, incapacity, liquidation or dissolution or other event had not occurred, whether or not the Custodian, the Attorneys-in-fact or any of them shall have notice of such death, incapacity, liquidation or dissolution or other event. (c) To Such Selling Stockholder will not take, directly or indirectly, any action designed or intended to stabilize or manipulate the price of any security of the Company, or that might reasonably be expected to cause or result in the stabilization or manipulation of the price of any security of the Company. (d) Such Selling Stockholder will deliver to the Representatives XX Xxxxx on or prior to the First Closing Date a properly completed and executed United States Treasury Department Form W-8 (if the Selling Stockholder is a non-United States person) or Form W-9 (if the Selling Stockholder is a United States person). Each Selling Stockholder consents to the use, ) or such other applicable form or statement specified by Treasury Department regulations in accordance with the provisions of the Act and with the securities laws of the jurisdictions in which the Shares are offered by the Underwriters and by all dealers to whom the Shares may be sold, of each Preliminary Prospectus furnished by the Company, the Prospectus and any amendment or supplement thereto, both in connection with the offering and sale of the Shares and for such period of time thereafter as the Prospectus is required by the Act to be delivered in connection with sales by any Underwriter or dealerlieu thereof.

Further Agreements of the Selling Stockholders. Each Selling Stockholder agreesStockholder, severally and not jointly, agrees with the several Underwriters that: (a) To execute and deliver a written lockup agreement pursuant They will not to which such Selling Stockholder agrees not to, directly or indirectlyindirectly offer, offer for salesell, sell assign, transfer, pledge, contract to sell, or otherwise dispose of (or enter into any transaction or device which is designed to, or could be expected to, result in the disposition by any person at any time in the future of) any shares of Common Stock (or securities convertible into or exercisable or exchangeable for Common Stock other than the Sharessale of the Stock hereunder for a period of 90 days from the date of the Prospectus (the “Lock-up Period”), without the prior written consent of Equitable Securities Corporation XX Xxxxx; and further agree that in the event that (1) the Company, for a and on behalf of the Selling Stockholders, and XX Xxxxx shall agree in writing to extend the Lock-up Period for an additional period of 180 up to 18 days after and (2) the Closing Date;Company shall have provided written notice of the same to the Selling Stockholders prior to the expiration of the original Lock-up Period, then the Lock-up Period shall be extended for up to 18 days and the restrictions imposed by this paragraph 4(II)(a) shall continue to apply until the expiration of the Lock-up Period as so extended. Each Selling Stockholder hereby appoints the Company, and any of the Company’s authorized representatives or agents, its attorney-in-fact for purposes of entering into any agreement to extend the Lock-up Period on behalf of such Selling Stockholder as contemplated by this paragraph. (b) That the Shares to be sold by the Selling Stockholder hereunder, which are The shares of Firm Stock represented by the certificates held in custody under the Custody Agreement are for the Selling Stockholder, are benefit of and coupled with and subject to the interest interests of the Underwriters in such Shares pursuant to this Agreement, that and the arrangements made by the other Selling Stockholder for such custody are to that extent irrevocableStockholders, and that the arrangement for such custody and the appointment of the Attorney-in-Fact are irrevocable; that the obligations of the such Selling Stockholder hereunder shall not be terminated by any act of the Selling Stockholder, by operation of law, whether by the death or incapacity of any individual Selling Stockholder orincapacity, in the case of a trust, by the death liquidation or incapacity of any executor or trustee or the termination distribution of such trustSelling Stockholder, or the occurrence of any other event; and, that if such Selling Stockholder should die or become incapacitated or is liquidated or dissolved or any other event occurs, before the delivery of the Firm Stock hereunder, certificates for the Firm Stock to be sold by such Selling Stockholder shall be delivered on behalf of such Selling Stockholder in accordance with the terms and conditions of this Agreement and the Custody Agreement, and action taken by the Attorney-in-Fact or any of them under the Power of Attorney shall be as valid as if such death, incapacity, liquidation or dissolution or other event had not occurred, whether or not the Custodian, the Attorney-in-Fact or any of them shall have notice of such death, incapacity, liquidation or dissolution or other event. (c) To Such Selling Stockholder will not take, directly or indirectly, any action designed or that might reasonably be expected to cause or result in the stabilization or manipulation of the price of any security of the Company or facilitate the sale or resale of any shares of Firm Stock. (d) Such Selling Stockholder will deliver to the Representatives XX Xxxxx on or prior to the Closing Date a properly completed and executed United States Treasury Department Form W-8 (if the Selling Stockholder is a non-United States person) or Form W-9 (if the Selling Stockholder is a United States person). Each Selling Stockholder consents to the use, ) or such other applicable form or statement specified by Treasury Department regulations in accordance with the provisions of the Act and with the securities laws of the jurisdictions in which the Shares are offered by the Underwriters and by all dealers to whom the Shares may be sold, of each Preliminary Prospectus furnished by the Company, the Prospectus and any amendment or supplement thereto, both in connection with the offering and sale of the Shares and for such period of time thereafter as the Prospectus is required by the Act to be delivered in connection with sales by any Underwriter or dealerlieu thereof.

Further Agreements of the Selling Stockholders. Each Selling Stockholder agreesStockholder, severally and not jointly, agrees with the several Underwriters that: (a) To execute and deliver a written lockup agreement pursuant They will not to which such Selling Stockholder agrees not to, directly or indirectlyindirectly offer, offer for salesell, sell assign, transfer, pledge, contract to sell, or otherwise dispose of (or enter into any transaction or device which is designed to, or could be expected to, result in the disposition by any person at any time in the future of) any shares of Common Stock (or securities convertible into or exercisable or exchangeable for Common Stock other than (a) the Shares)sale of the Optional Stock hereunder (b) as a bona fide gift or gifts provided that the donee or donees thereof execute and agree to be bound by the terms of the Lock-Up Agreement, or (c) as distributed to limited partners or shareholders of the Selling Stockholder, provided that the distributes thereof execute and agree to be bound by the terms of the Lock-Up Agreement, for a period of 180 days from the date of the Prospectus, without the prior written consent of Equitable Securities Corporation for a period of 180 days after the Closing Date;SG Cxxxx. (b) That the Shares to be sold by the Selling Stockholder hereunder, which are The shares of Stock represented by the certificates held in custody under the Custody Agreement are for the Selling Stockholder, are benefit of and coupled with and subject to the interest interests of the Underwriters in such Shares pursuant to this Agreement, that and the arrangements made by the other Selling Stockholder for such custody are to that extent irrevocableStockholders, and that the arrangement for such custody and the appointment of the Attorney-in-fact are irrevocable; that the obligations of the such Selling Stockholder hereunder shall not be terminated by any act of the Selling Stockholder, by operation of law, whether by the death or incapacity of any individual Selling Stockholder orincapacity, in the case of a trust, by the death liquidation or incapacity of any executor or trustee or the termination distribution of such trustSelling Stockholder, or the occurrence of any other event; and, that if such Selling Stockholder should die or become incapacitated or is liquidated or dissolved or any other event occurs, before the delivery of the Stock hereunder, certificates for the Stock to be sold by such Selling Stockholder shall be delivered on behalf of such Selling Stockholder in accordance with the terms and conditions of this Agreement and the Custody Agreement, and action taken by the Attorneys-in-fact or any of them under the Power of Attorney shall be as valid as if such death, incapacity, liquidation or dissolution or other event had not occurred, whether or not the Custodian, the Attorneys-in-fact or any of them shall have notice of such death, incapacity, liquidation or dissolution or other event. (c) To They will deliver to the Representatives SG Cxxxx xx or prior to the First Closing Date a properly completed and executed United States Treasury Department Form W-8 (if the Selling Stockholder is a non-United States person) or Form W-9 (if the Selling Stockholder is a United States person). Each Selling Stockholder consents to the use, ) or such other applicable form or statement specified by Treasury Department regulations in accordance with the provisions of the Act and with the securities laws of the jurisdictions in which the Shares are offered by the Underwriters and by all dealers to whom the Shares may be sold, of each Preliminary Prospectus furnished by the Company, the Prospectus and any amendment or supplement thereto, both in connection with the offering and sale of the Shares and for such period of time thereafter as the Prospectus is required by the Act to be delivered in connection with sales by any Underwriter or dealerlieu thereof.

Further Agreements of the Selling Stockholders. Each Selling Stockholder agreesseverally and not jointly, agrees with the several Underwriters that: (a) To execute the extent and deliver a in accordance with the form of written lockup agreement pursuant to which attached as Exhibit I hereto entered into between the Underwriters and such Selling Stockholder, such Selling Stockholder agrees not to, directly or indirectly, offer for sale, sell or otherwise dispose of (or enter into any transaction or device which is designed to, or could be expected to, result in the disposition by any person at any time in the future of) any shares of Common Stock (other than the Shares)will not, without the prior written consent of Equitable XX Xxxxx and Deutsche Bank, directly or indirectly, (i) offer, sell, assign, transfer, pledge, contract to sell, or otherwise dispose of, any shares of Common Stock (including, without limitation, Common Stock which may be deemed to be beneficially owned by such Selling Stockholder in accordance with the rules and regulations promulgated under the Securities Corporation for a period Act (such shares, the “Beneficially Owned Shares”)) or securities convertible into or exercisable or exchangeable into Common Stock, (ii) enter into any swap, hedge or similar agreement or arrangement that transfers in whole or in part, the economic risk of 180 days after ownership of the Closing Date;Beneficially Owned Shares or securities convertible into or exercisable or exchangeable in Common Stock or (iii) engage in any short selling of the Common Stock. (b) That the Shares to be sold by the Such Selling Stockholder hereunderwill not take, directly or indirectly, any action designed or intended to stabilize or manipulate the price of any security of the Company, or which are might in the future reasonably be expected to cause or result in, stabilization or manipulation of the price of any security of the Company. (c) The shares of Stock represented by the certificates held in custody under the Custody Agreement are for the Selling Stockholder, are benefit of and coupled with and subject to the interest interests of the Underwriters in such Shares pursuant to this Agreement, that and the arrangements made by the other Selling Stockholder for such custody are to that extent irrevocableStockholders, and that the arrangement for such custody and the appointment of the Attorneys-in-fact are irrevocable; that the obligations of the such Selling Stockholder hereunder shall not be terminated by any act of the Selling Stockholder, by operation of law, whether by the death or incapacity of any individual Selling Stockholder orincapacity, in the case of a trust, by the death liquidation or incapacity of any executor or trustee or the termination distribution of such trustSelling Stockholder, or the occurrence of any other event; and, that if such Selling Stockholder should die or become incapacitated or is liquidated or dissolved or any other event occurs, before the delivery of the Stock hereunder, certificates for the Stock to be sold by such Selling Stockholder shall be delivered on behalf of such Selling Stockholder in accordance with the terms and conditions of this Agreement and the Custody Agreement, and action taken by the Attorneys-in-fact or any of them under the Power of Attorney shall be as valid as if such death, incapacity, liquidation or dissolution or other event had not occurred, whether or not the Custodian, the Attorneys-in-fact or any of them shall have notice of such death, incapacity, liquidation or dissolution or other event. (cd) To Such Selling Stockholder will deliver to the Representatives XX Xxxxx on or prior to the First Closing Date a properly completed and executed United States Treasury Department Form W-8 (if the Selling Stockholder is a non-United States person) or Form W-9 (if the Selling Stockholder is a United States person). Each Selling Stockholder consents to the use, ) or such other applicable form or statement specified by Treasury Department regulations in accordance with the provisions of the Act and with the securities laws of the jurisdictions in which the Shares are offered by the Underwriters and by all dealers to whom the Shares may be sold, of each Preliminary Prospectus furnished by the Company, the Prospectus and any amendment or supplement thereto, both in connection with the offering and sale of the Shares and for such period of time thereafter as the Prospectus is required by the Act to be delivered in connection with sales by any Underwriter or dealerlieu thereof.

Further Agreements of the Selling Stockholders. Each Selling Stockholder agreesStockholder, severally and not jointly, agrees with the several Underwriters that: (a) To execute and deliver a written lockup agreement pursuant to which such Such Selling Stockholder agrees will not to, directly or indirectlyindirectly offer, offer for salesell, assign, transfer, pledge, contract to sell or otherwise dispose of (or enter into any transaction or device which is designed to, or could be expected to, result in the disposition by any person at any time in the future of) any shares of Common Stock (or securities convertible into or exercisable or exchangeable for Common Stock other than such Selling Stockholder's sale of Stock hereunder for a period of 180 days from the Shares)date of the Prospectus, without the prior written consent of Equitable Securities Corporation for a period of 180 days after the Closing Date;XX Xxxxx. (b) That the Shares to be sold by the Selling Stockholder hereunder, which are The shares of Stock represented by the certificates held in custody under the Custody Agreement are for the Selling Stockholder, are benefit of and coupled with and subject to the interest interests of the Underwriters in such Shares pursuant to this Agreementand the other Selling Stockholders, that and the arrangements made by the Selling Stockholder arrangement for such custody and the appointment of the Attorneys-in-Fact are to that extent irrevocable, and that the . The obligations of the such Selling Stockholder hereunder shall not be terminated by any act of the Selling Stockholder, by operation of law, whether by the death or incapacity of any individual Selling Stockholder orincapacity, in the case of a trust, by the death liquidation or incapacity of any executor or trustee or the termination distribution of such trustSelling Stockholder, or the occurrence of any other event; and, that if such Selling Stockholder should die or become incapacitated or is liquidated or dissolved or any other event occurs, before the delivery of the Stock hereunder, certificates for the Stock to be sold by such Selling Stockholder shall be delivered on behalf of such Selling Stockholder in accordance with the terms and conditions of this Agreement and the Custody Agreement, and action taken by the Attorneys-in-Fact or any of them under the Power of Attorney shall be as valid as if such death, incapacity, liquidation or dissolution or other event had not occurred, whether or not the Custodian, the Attorneys-in-Fact or any of them shall have notice of such death, incapacity, liquidation or dissolution or other event. (c) To deliver Such Selling Stockholder has delivered to the Representatives prior to the Closing Date XX Xxxxx a properly completed and executed United States Treasury Department Form W-8 (if the such Selling Stockholder is a non-United States person) or Form W-9 (if the such Selling Stockholder is a United States person). Each Selling Stockholder consents to the use, ) or such other applicable form or statement specified by Treasury Department regulations in accordance with the provisions of the Act and with the securities laws of the jurisdictions in which the Shares are offered by the Underwriters and by all dealers to whom the Shares may be sold, of each Preliminary Prospectus furnished by the Company, the Prospectus and any amendment or supplement thereto, both in connection with the offering and sale of the Shares and for such period of time thereafter as the Prospectus is required by the Act to be delivered in connection with sales by any Underwriter or dealerlieu thereof.

Further Agreements of the Selling Stockholders. Each Selling Stockholder agrees: (a) To execute and deliver a written lockup agreement pursuant to which such Selling Stockholder agrees During the Lock-Up Period, not to, directly or indirectly, (1) offer for sale, sell sell, pledge or otherwise dispose of (or enter into any transaction or device which that is designed to, or could be expected to, result in the disposition by any person at any time in the future of) any shares of Common Stock or securities convertible into or exchangeable for Common Stock (other than the SharesStock), (2) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of such shares of Common Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or other securities, in cash or otherwise, (3) cause to be filed a registration statement with respect to any shares of Common Stock or securities convertible, exercisable or exchangeable into Common Stock or any other securities of the Company or (4) publicly disclose the intention to do any of the foregoing, in each case without the prior written consent of Equitable Securities Corporation for a period Xxxxxx Brothers Inc. on behalf of 180 days after the Closing Date;Underwriters. (b) That the Shares Stock to be sold by the Selling Stockholder hereunder, which are is represented by the certificates held in custody for the Selling Stockholder, are is subject to the interest of the Underwriters in such Shares pursuant to this Agreementand the other Selling Stockholders thereunder, that the arrangements made by the Selling Stockholder for such custody are to that extent irrevocable, and that the obligations of the Selling Stockholder hereunder shall not be terminated by any act of the Selling Stockholder, by operation of law, by the death or incapacity of any individual Selling Stockholder or, in the case of a trust, by the death or incapacity of any executor or trustee or the termination of such trust, law or the occurrence of any other event; and. (c) Neither the Selling Stockholder nor any person acting on behalf of the Selling Stockholder (other than, if applicable, the Company and the Underwriters) shall use or refer to any "free writing prospectus" (as defined in Rule 405), relating to the Stock. (d) To deliver to the Representatives Representative prior to the Closing Initial Delivery Date a properly completed and executed United States Treasury Department Form W-8 (if the Selling Stockholder is a non-United States personperson and does not have a qualified intermediary) or Form W-9 (if the Selling Stockholder or its nominee or general partner which is a qualified intermediary is a United States person). Each Selling Stockholder consents to the use, in accordance with the provisions of the Act and with the securities laws of the jurisdictions in which the Shares are offered by the Underwriters and by all dealers to whom the Shares may be sold, of each Preliminary Prospectus furnished by the Company, the Prospectus and any amendment or supplement thereto, both in connection with the offering and sale of the Shares and for such period of time thereafter as the Prospectus is required by the Act to be delivered in connection with sales by any Underwriter or dealer.

Further Agreements of the Selling Stockholders. Each Selling Stockholder agreesStockholder, severally and not jointly, agrees with the several Underwriters that: (a) To execute and deliver a written lockup agreement pursuant to which such Selling Stockholder agrees not to, directly or indirectly, offer for sale, sell or otherwise dispose of (or enter into any transaction or device which is designed to, or could be expected to, result in the disposition by any person at any time in the future of) any The shares of Common Stock (other than the Shares), without the prior written consent of Equitable Securities Corporation for a period of 180 days after the Closing Date; (b) That the Shares to be sold by the Selling Stockholder hereunder, which are represented by the certificates held in custody under the Custody Agreement are for the Selling Stockholder, are benefit of and coupled with and subject to the interest interests of the Underwriters in such Shares pursuant to this Agreement, that and the arrangements made by the other Selling Stockholder for such custody are to that extent irrevocableStockholders, and that the arrangement for such custody and the appointment of the Attorney-in-Fact are irrevocable; that the obligations of the such Selling Stockholder hereunder shall not be terminated by any act of the Selling Stockholder, by operation of law, whether by the death or incapacity of any individual Selling Stockholder orincapacity, in the case of a trust, by the death liquidation or incapacity of any executor or trustee or the termination distribution of such trustSelling Stockholder, or the occurrence of any other event; and, that if such Selling Stockholder should die or become incapacitated or is liquidated or dissolved or any other event occurs, before the delivery of the Stock hereunder, certificates for the Stock to be sold by such Selling Stockholder shall be delivered on behalf of such Selling Stockholder in accordance with the terms and conditions of this Agreement and the Custody Agreement, and action taken by the Attorney-in-Fact or any of them under the Power of Attorney shall be as valid as if such death, incapacity, liquidation or dissolution or other event had not occurred, whether or not the Custodian, the Attorney-in-Fact or any of them shall have notice of such death, incapacity, liquidation or dissolution or other event. (cb) To Such Selling Stockholder will deliver to the Representatives SG Cowen on or prior to the first Option Closing Date a properly completed propexxx xxxxleted and executed United States Treasury Department Form W-8 (if the Selling Stockholder is a non-United States person) or Form W-9 (if the Selling Stockholder is a United States person). Each ) or such other applicable form or statement specified by Treasury Department regulations in lieu thereof. (c) Such Selling Stockholder consents will not take, directly or indirectly, any action designed to or that might reasonably be expected to cause or result in the use, in accordance with the provisions stabilization or manipulation of the Act and with the securities laws price of any security of the jurisdictions in which Company or facilitate the Shares are offered by the Underwriters and by all dealers to whom the Shares may be sold, of each Preliminary Prospectus furnished by the Company, the Prospectus and any amendment sale or supplement thereto, both in connection with the offering and sale resale of the Shares and for such period any shares of time thereafter as the Prospectus is required by the Act to be delivered in connection with sales by any Underwriter or dealerStock.

Further Agreements of the Selling Stockholders. Each Selling Stockholder agreesStockholder, severally and not jointly, agrees with the several Underwriters that: (a) To execute and deliver a written lockup agreement pursuant a. They will not to which such Selling Stockholder agrees not to, directly or indirectlyindirectly offer, offer for salesell, sell assign, transfer, pledge, contract to sell, or otherwise dispose of (or enter into any transaction or device which is designed to, or could be expected to, result in the disposition by any person at any time in the future of) any shares of Common Stock (or securities convertible into or exercisable or exchangeable for Common Stock other than the Shares)sale of the Stock hereunder for a period of 90 days from the date of the Prospectus, without the prior written consent of Equitable Securities Corporation for a period SG Cxxxx. b. The shares of 180 days after Stock to be issued at the exercise of the options immediately prior to the Closing Date; (b) That Date and listed in the Shares to be sold by the Selling Stockholder hereunder, which Custody Agreement are represented by the certificates held in custody for the Selling Stockholder, are benefit of and coupled with and subject to the interest interests of the Underwriters in such Shares pursuant to this Agreement, that and the arrangements made by the other Selling Stockholder for such custody are to that extent irrevocableStockholders, and that the arrangement for such custody and the appointment of the Attorneys-in-fact are irrevocable; that the obligations of the such Selling Stockholder hereunder shall not be terminated by any act of the Selling Stockholder, by operation of law, whether by the death or incapacity of any individual Selling Stockholder orincapacity, in the case of a trust, by the death liquidation or incapacity of any executor or trustee or the termination distribution of such trustSelling Stockholder, or the occurrence of any other event; and (c) To deliver to the Representatives prior to the Closing Date a properly completed and executed United States Treasury Department Form W-8 (, that if the such Selling Stockholder should die or become incapacitated or is a non-United States person) liquidated or Form W-9 (if dissolved or any other event occurs, before the delivery of the Stock hereunder, certificates for the Stock to be sold by such Selling Stockholder is a United States person). Each shall be delivered on behalf of such Selling Stockholder consents to the use, in accordance with the provisions terms and conditions of this Agreement and the Act Custody Agreement, and with the securities laws of the jurisdictions in which the Shares are offered action taken by the Underwriters and by all dealers to whom Attorneys-in-fact or any of them under the Shares may Power of Attorney shall be soldas valid as if such death, of each Preliminary Prospectus furnished by incapacity, liquidation or dissolution or other event had not occurred, whether or not the CompanyCustodian, the Prospectus and Attorneys-in-fact or any amendment of them shall have notice of such death, incapacity, liquidation or supplement thereto, both in connection with the offering and sale of the Shares and for such period of time thereafter as the Prospectus is required by the Act to be delivered in connection with sales by any Underwriter dissolution or dealerother event.

Further Agreements of the Selling Stockholders. Each Selling Stockholder agreesStockholder, severally and not jointly, agrees with the several Underwriters that: (a) To execute and deliver a written lockup agreement pursuant to which such The shares of Selling Stockholder agrees not to, directly or indirectly, offer for sale, sell or otherwise dispose of (or enter into any transaction or device which is designed to, or could be expected to, result in the disposition by any person at any time in the future of) any shares of Common Firm Stock (other than the Shares), without the prior written consent of Equitable Securities Corporation for a period of 180 days after the Closing Date; (b) That the Shares to be sold by the Selling Stockholder hereunder, which are represented by the certificates held in custody under the Custody Agreement are for the Selling Stockholder, are benefit of and coupled with and subject to the interest interests of the Underwriters in such Shares pursuant to this Agreement, that and the arrangements made by the other Selling Stockholder for such custody are to that extent irrevocableStockholders, and that the arrangement for such custody and the appointment of the Attorney-in-Fact are irrevocable; that the obligations of the such Selling Stockholder hereunder shall not be terminated by any act of the Selling Stockholder, by operation of law, whether by the death or incapacity of any individual Selling Stockholder orincapacity, in the case of a trust, by the death liquidation or incapacity of any executor or trustee or the termination distribution of such trustSelling Stockholder, or the occurrence of any other event; and, that if such Selling Stockholder should die or become incapacitated or is liquidated or dissolved or any other event occurs, before the delivery of the Firm Stock hereunder, certificates for the Firm Stock to be sold by such Selling Stockholder shall be delivered on behalf of such Selling Stockholder in accordance with the terms and conditions of this Agreement and the Custody Agreement, and action taken by the Attorney-in-Fact or any of them under the Power of Attorney shall be as valid as if such death, incapacity, liquidation or dissolution or other event had not occurred, whether or not the Custodian, the Attorney-in-Fact or any of them shall have notice of such death, incapacity, liquidation or dissolution or other event. (cb) To Such Selling Stockholder will deliver to the Representatives XX Xxxxx on or prior to the First Closing Date a properly completed and executed United States Treasury Department Form W-8 (if the Selling Stockholder is a non-United States person) or Form W-9 (if the Selling Stockholder is a United States person). Each ) or such other applicable form or statement specified by Treasury Department regulations in lieu thereof. (c) Such Selling Stockholder consents will not take, directly or indirectly, any action designed to or that might reasonably be expected to cause or result in the use, in accordance with the provisions stabilization or manipulation of the Act and with the securities laws price of any security of the jurisdictions in which Company or facilitate the Shares are offered by the Underwriters and by all dealers to whom the Shares may be sold, of each Preliminary Prospectus furnished by the Company, the Prospectus and any amendment sale or supplement thereto, both in connection with the offering and sale resale of the Shares and for such period any shares of time thereafter as the Prospectus is required by the Act to be delivered in connection with sales by any Underwriter or dealerStock.