Common use of REPRESENTATIONS AND WARRANTIES AND AGREEMENTS OF THE SELLING STOCKHOLDERS Clause in Contracts

REPRESENTATIONS AND WARRANTIES AND AGREEMENTS OF THE SELLING STOCKHOLDERS. Each Selling Stockholder severally represents and warrants to, and agrees with, the several Underwriters that such Selling Stockholder: (a) Has, and immediately prior to each Closing Date (as defined in Section 3 hereof) the Selling Stockholder will have good and valid title to the shares of Stock to be sold by the Selling Stockholder hereunder on such date, free and clear of all liens, encumbrances, equities or claims; and upon delivery of such shares and payment therefor pursuant hereto, good and valid title to such shares, free and clear of all liens, encumbrances, equities or claims, will pass to the several Underwriters. (b) Has duly and irrevocably executed and delivered a power of attorney, in substantially the form heretofore delivered by the Representatives (the "Power of Attorney"), appointing, Thomas Reslewic and Scott Kantor, and each of them, as attornxx-xx-xxxx (xxx "Attxxxxxx-xx-xxct") with authority to execute and deliver this Agreement on behalf of such Selling Stockholder, to authorize the delivery of the shares of Stock to be sold by such Selling Stockholder hereunder and otherwise to act on behalf of such Selling Stockholder in connection with the transactions contemplated by this Agreement. (c) Has duly and irrevocably executed and delivered a custody agreement, in substantially the form heretofore delivered by the Representatives (the "Custody Agreement"), with [ ] as custodian (the "Custodian"), pursuant to which certificates in negotiable form for the shares of Stock to be sold by such Selling Stockholder hereunder have been placed in custody for delivery under this Agreement. (d) Has full right, power and authority to enter into this Agreement, the Power of Attorney and the Custody Agreement; the execution, delivery and performance of this Agreement, the Power of Attorney and the Custody Agreement by such Selling Stockholder and the consummation by such Selling Stockholder of the transactions contemplated hereby and thereby will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which such Selling Stockholder is a party or by which the Selling Stockholder is bound or to which any of the property or assets of the Selling Stockholder is subject, nor will such actions result in any violation of the provisions of the certificate or articles of incorporation, charter, by-laws, partnership agreement or articles of partnership, as applicable, of the Selling Stockholder or any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Selling Stockholder or the property or assets of the Selling Stockholder; and, except for the registration of the Stock under the Securities Act and such consents, approvals, authorizations, registrations or qualifications as may be required under the Exchange Act and applicable state securities laws in connection with the purchase and distribution of the Stock by the Underwriters, no consent, approval, authorization or order of, or filing or registration with, any such court or governmental agency or body is required for the execution, delivery and performance of this Agreement, the Power of Attorney or the Custody Agreement by such Selling Stockholder and the consummation by the Selling Stockholder of the transactions contemplated hereby and thereby. (e) The Registration Statements do not, and the Prospectus and any further amendments or supplements to the Registration Statements or the Prospectus will not, as of the applicable effective date (as to the Registration Statements and any amendment thereto) and as of the applicable filing date (as to the Prospectus and any amendment or supplement thereto) contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The preceding sentence applies only to the extent that any information contained in or omitted from the Registration Statements or Prospectus was in reliance upon and in conformity with written information furnished to the Company by such Selling Stockholder specifically for inclusion therein. (f) Such Selling Stockholder has not taken, directly or indirectly, any action designed or intended to stabilize or manipulate the price of any security of the Company, or which caused or resulted in, or which might reasonably be expected to cause or result in, the stabilization or manipulation of the price of any security of the Company.

REPRESENTATIONS AND WARRANTIES AND AGREEMENTS OF THE SELLING STOCKHOLDERS. Each Selling Stockholder severally severally, and as to itself only, represents and warrants to, and agrees with, the several Underwriters that such Selling Stockholder: (a) Has, and immediately prior to each the First Closing Date (as defined in Section 3 hereof) the Selling Stockholder will have have, good and valid title to the shares of Firm Stock to be sold by the Selling Stockholder hereunder on such date, free and clear of all liens, encumbrances, equities or claims; and upon delivery of such shares and payment therefor pursuant hereto, good and valid title to such shares, free and clear of all liens, encumbrances, equities or claims, will pass to the several Underwriters. (b) Has duly and irrevocably executed and delivered a power of attorney, in substantially the form heretofore delivered by the Representatives (the "Power of Attorney"), appointing, Thomas Reslewic and Scott Kantor, and appointing each of them, Xxx X. Xxxxxxxx and Xxxxxx Xxxxxxxx as attornxxattorney-xxin-xxxx fact (xxx the "AttxxxxxxAttorney-xxin-xxctFact") with authority to execute and deliver this Agreement on behalf of such Selling Stockholder, to authorize the delivery of the shares of Firm Stock to be sold by such Selling Stockholder hereunder and otherwise to act on behalf of such Selling Stockholder in connection with the transactions contemplated by this Agreement. (c) Has duly and irrevocably executed and delivered a custody agreement, in substantially the form heretofore delivered by the Representatives (the "Custody Agreement"), with [ ] as custodian EquiServe, Inc. and its fully-owned subsidiary EquiServe Trust Company, N.A. (the "Custodian"), pursuant to which certificates in negotiable form for the shares of Firm Stock to be sold by such Selling Stockholder hereunder have been placed in custody for delivery under this Agreement. (d) Has full right, power and authority to enter into this Agreement, the Power of Attorney and the Custody Agreement; the execution, delivery and performance of this Agreement, the Power of Attorney and the Custody Agreement by such Selling Stockholder and the consummation by such Selling Stockholder of the transactions contemplated hereby and thereby will not conflict with or result in a breach or violation of the charter or bylaws of such Selling Stockholder (if such Selling Stockholder is a corporation) or articles of partnership of such Selling Stockholder (if such Selling Stockholder is a partnership) or any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which such Selling Stockholder is a party or by which the Selling Stockholder is bound or to which any of the property or assets of the Selling Stockholder is subject, nor will such actions result in any violation of the provisions of the certificate or articles of incorporation, charter, by-laws, partnership agreement or articles of partnership, as applicable, of the Selling Stockholder or any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Selling Stockholder or the property or assets of the Selling Stockholder; and, except for the registration of the Firm Stock under the Securities Act and such consents, approvals, authorizations, registrations or qualifications as may be required under the Exchange Act and applicable state securities laws laws, the National Association of Securities Dealers, Inc. and the Nasdaq National Market in connection with the purchase and distribution of the Firm Stock by the Underwriters, no consent, approval, authorization or order of, or filing or registration with, any such court or governmental agency or body is required for the execution, delivery and performance of this Agreement, the Power of Attorney or the Custody Agreement by such Selling Stockholder and the consummation by the Selling Stockholder of the transactions contemplated hereby and thereby. (e) The Registration Statements do not, and the Prospectus and any further amendments or supplements to the Registration Statements or the Prospectus will not, as of the applicable effective date (as to the Registration Statements and any amendment thereto) and as of the applicable filing date (as to the Prospectus and any amendment or supplement thereto) contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances in which they were made, not misleading. The preceding sentence applies ; provided, however, that the foregoing shall apply only to the extent that any information contained in or omitted from the Registration Statements or Prospectus was in reliance upon and in conformity with written information furnished to the Company by such Selling Stockholder specifically for inclusion therein. Nothing in this Section 2(II)(e) shall limit or restrict any of the representations and warranties of the Principal Selling Stockholders in Section 2(I) hereof. (f) Such Selling Stockholder has not takentaken and will not take, directly or indirectly, any action designed to or intended to stabilize or manipulate the price of any security of the Company, or which caused or resulted in, or which that might reasonably be expected to cause or result in, in the stabilization or manipulation of the price of any security of the CompanyCompany to facilitate the sale or resale of the any shares of Firm Stock.

REPRESENTATIONS AND WARRANTIES AND AGREEMENTS OF THE SELLING STOCKHOLDERS. Each Selling Stockholder Stockholder, severally represents and not jointly, represents, warrants to, and agrees with, the several Underwriters that such Selling Stockholder: (a) Has, and immediately prior to each Closing Date (as defined in Section 3 hereof) ), the Selling Stockholder will have good and valid title to the shares of Stock to be sold by the Selling Stockholder hereunder on such date, free and clear of all liens, encumbrances, equities or claims; and upon delivery of such shares and payment therefor pursuant hereto, good and valid title to such sharesshares will pass to the several Underwriters, free and clear of all liens, encumbrances, equities or claims, will pass to the several Underwriters. (b) Has duly and irrevocably executed and delivered a power of attorney, in substantially the form heretofore delivered by the Representatives (the "“Power of Attorney"”), appointing, Thomas Reslewic appointing Xxxx Xxxxx Xxxxxx and Scott KantorXxx Xxxxxx, and each of them, as attornxxattorney in fact (the “Attorneys-xxin-xxxx (xxx "Attxxxxxx-xx-xxct"fact”) with authority to execute and deliver this Agreement on behalf of such Selling Stockholder, to authorize the delivery of the shares of Stock to be sold by such Selling Stockholder hereunder and otherwise to act on behalf of such Selling Stockholder in connection with the transactions contemplated by this Agreement. The Power of Attorney is a valid and binding agreement of such Selling Stockholder, enforceable in accordance with its terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights of creditors or by general equitable principles. (c) Has duly and irrevocably executed and delivered a custody agreement, in substantially the form heretofore delivered by the Representatives (the "“Custody Agreement"”), with [ ] Equiserve Trust Company as custodian (the "“Custodian"”), pursuant to which certificates in negotiable form for the shares of Stock to be sold by such Selling Stockholder hereunder have been placed in custody for delivery under this Agreement. The Custody Agreement is a valid and binding agreement of such Selling Stockholder, enforceable in accordance with its terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles. (d) Has full right, power and authority to enter into this Agreement, the Power of Attorney and the Custody Agreement; the execution, delivery and performance of this Agreement, the Power of Attorney and the Custody Agreement by such Selling Stockholder and the consummation by such Selling Stockholder of the transactions contemplated hereby and thereby will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or require the consent, approval or waiver of any other party to any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which such Selling Stockholder is a party or by which the such Selling Stockholder is bound or to which any of the property or assets of the such Selling Stockholder is subject, nor will such actions result result, if such Selling Stockholder is an entity, in any violation of the provisions of the certificate charter or by-laws of such Selling Stockholder, the articles of incorporation, charter, by-laws, partnership agreement or articles of partnership, as applicable, of the such Selling Stockholder or the deed of trust of such Selling Stockholder, or any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the such Selling Stockholder or the property or assets of the such Selling Stockholder; and, except for the registration of the Stock under the Securities Act and such consents, approvals, authorizations, registrations or qualifications as may be required under the Exchange Act and applicable state securities laws in connection with the purchase and distribution of the Stock by the Underwriters, no consent, approval, authorization or order of, or filing or registration with, any such court or governmental agency or body is required for the execution, delivery and performance of this Agreement, the Power of Attorney or the Custody Agreement by such Selling Stockholder and the consummation by the such Selling Stockholder of the transactions contemplated hereby and thereby. (e) The Registration Statements do not, and the Prospectus Statement and any further amendments or supplements to the Registration Statements or the Prospectus will not, as of the applicable post-effective date (as to the Registration Statements and any amendment thereto) , at the time it became or becomes effective, did not and as of the applicable filing date (as to the Prospectus and any amendment or supplement thereto) 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 therein not misleading. The Prospectus (including any prospectus wrapper), as amended or supplemented, as of its filing date, did not and will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The representations and warranties set forth in the two immediately preceding sentence applies sentences apply only to the extent that any information contained in or omitted from the Registration Statements Statement or Prospectus any post-effective amendment thereto, or the Prospectus, or any amendments or supplements thereto, was in reliance upon and in conformity with written information furnished to the Company by such Selling Stockholder specifically for inclusion therein. (f) Such Selling Stockholder does not have any registration or other similar rights to have any equity or debt securities registered for sale by the Company under the Registration Statement or included in the offering contemplated by this Agreement, except for such rights as are described in the Prospectus under “Description of Capital Stock – Registration Rights.” (g) Such Selling Stockholder has not takentaken and will not take, directly or indirectly, any action designed or intended to stabilize or manipulate the price of any security of the Company, or which caused or resulted in, or which might in the future reasonably be expected to cause or result in, the stabilization or manipulation of the price of any security of the Company.

REPRESENTATIONS AND WARRANTIES AND AGREEMENTS OF THE SELLING STOCKHOLDERS. Each Selling Stockholder severally severally, and as to itself only, represents and warrants to, and agrees with, the several Underwriters that such Selling Stockholder: (a) Has, and immediately Immediately prior to each the First Closing Date (as defined in Section 3 hereof) the Selling Stockholder will have have, good and valid title to the shares of Firm Stock to be sold by the Selling Stockholder hereunder on such date, free and clear of all liens, encumbrances, equities or claims; and upon delivery of such shares and payment therefor pursuant hereto, good and valid title to such shares, free and clear of all liens, encumbrances, equities or claims, will pass to the several Underwriters. (b) Has duly and irrevocably executed and delivered a power of attorney, in substantially the form heretofore delivered by the Representatives (the "Power of Attorney"), appointing, Thomas Reslewic and Scott Kantor, and each of them, as attornxx-xx-xxxx (xxx "Attxxxxxx-xx-xxct") with authority to execute and deliver this Agreement on behalf of such Selling Stockholder, to authorize the delivery of the shares of Stock to be sold by such Selling Stockholder hereunder and otherwise to act on behalf of such Selling Stockholder in connection with the transactions contemplated by this Agreement. (c) Has duly and irrevocably executed and delivered a custody agreement, in substantially the form heretofore delivered by the Representatives (the "Custody Agreement"), with [ ] as custodian (the "Custodian"), pursuant to which certificates in negotiable form for the shares of Stock to be sold by such Selling Stockholder hereunder have been placed in custody for delivery under this Agreement. (d) Has full right, power and authority to enter into this Agreement, the Power of Attorney and the Custody Agreement; the execution, delivery and performance of this Agreement, the Power of Attorney and the Custody Agreement by such Selling Stockholder and the consummation by such Selling Stockholder of the transactions contemplated hereby and thereby will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which such Selling Stockholder is a party or by which the Selling Stockholder is bound or to which any of the property or assets of the Selling Stockholder is subject, nor will such actions result in any violation of the provisions of the certificate or articles of incorporation, charter, by-laws, partnership agreement or articles of partnership, as applicable, of the Selling Stockholder or any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Selling Stockholder or the property or assets of the Selling Stockholder; and, except for the registration of the Firm Stock under the Securities Act and such consents, approvals, authorizations, registrations or qualifications as may be required under the Exchange Act and applicable state securities laws laws, the National Association of Securities Dealers, Inc. and the Nasdaq National Market in connection with the purchase and distribution of the Firm Stock by the Underwriters, no consent, approval, authorization or order of, or filing or registration with, any such court or governmental agency or body is required for the execution, delivery and performance of this Agreement, the Power of Attorney or the Custody Agreement by such Selling Stockholder and the consummation by the Selling Stockholder of the transactions contemplated hereby and therebyhereby. (ec) The Such Selling Stockholder has read the Registration Statements and, to such Selling Stockholder’s actual knowledge, without having conducted any independent check or verification, the Registration Statements do not, and the Prospectus and any further amendments or supplements to the Registration Statements or the Prospectus will not, as of the applicable effective date (as to the Registration Statements and any amendment thereto) and as of the applicable filing date (as to the Prospectus and any amendment or supplement thereto) contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances in which they were made, not misleading. The preceding sentence applies only to the extent that any information contained in or omitted from the Registration Statements or Prospectus was in reliance upon and in conformity with written information furnished to the Company by such Selling Stockholder specifically for inclusion therein. (fd) Such Selling Stockholder has not takentaken and will not take, directly or indirectly, any action designed to or intended to stabilize or manipulate the price of any security of the Company, or which caused or resulted in, or which that might reasonably be expected to cause or result in, in the stabilization or manipulation of the price of any security of the CompanyCompany to facilitate the sale or resale of the any shares of Firm Stock.

REPRESENTATIONS AND WARRANTIES AND AGREEMENTS OF THE SELLING STOCKHOLDERS. Each Selling Stockholder severally represents and warrants to, and agrees with, the several Underwriters that such Selling Stockholder: (a) Has, and immediately prior to each Closing Date (as defined in Section 3 hereof) the Selling Stockholder will have good and valid title to the shares of Stock to be sold by the Selling Stockholder hereunder on such date, free and clear of all liens, encumbrances, equities encumbrances or claims; and upon delivery of such shares and payment therefor pursuant hereto, good and valid title to such shares, free and clear of all liens, encumbrances, equities encumbrances or claims, will pass to the several Underwriters. (b) Has duly and irrevocably executed and delivered a power of attorney, in substantially the form heretofore delivered by the Representatives (the "Power of Attorney"), appointing, Thomas Reslewic appointing _______________ and Scott Kantor, _______________ and each of them, as attornxxattorney-xxin-xxxx fact (xxx the "AttxxxxxxAttorneys-xxin-xxctfact") with authority to execute and deliver this Agreement on behalf of such Selling Stockholder, to authorize the delivery of the shares of Stock to be sold by such Selling Stockholder hereunder and otherwise to act on behalf of such Selling Stockholder in connection with the transactions contemplated by this Agreement. (c) Has duly and irrevocably executed and delivered a custody agreement, in substantially the form heretofore delivered by the Representatives (the "Custody Agreement"), with [ ] _______________ as custodian (the "Custodian"), pursuant to which certificates in negotiable form for the shares of Stock to be sold by such Selling Stockholder hereunder have been placed in custody for delivery under this Agreement. (d) Has full right, power and authority to enter into this Agreement, the Power of Attorney and the Custody Agreement; the execution, delivery and performance of this Agreement, the Power of Attorney and the Custody Agreement by such Selling Stockholder and the consummation by such Selling Stockholder of the transactions contemplated hereby and thereby will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which such Selling Stockholder is a party or by which the Selling Stockholder is bound or to which any of the property or assets of the Selling Stockholder is subject, nor will such actions result in any violation of the provisions of the certificate charter or by-laws of the Selling Stockholder, the articles of incorporationpartnership of the Selling Stockholder, charter, by-laws, partnership agreement or articles the deed of partnership, as applicable, trust of the Selling Stockholder or any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Selling Stockholder or the property or assets of the Selling Stockholder; and, except for the registration of the Stock under the Securities Act and such consents, approvals, authorizations, registrations or qualifications as may be required under the Exchange Act and applicable state securities laws in connection with the purchase and distribution of the Stock by the Underwriters, no consent, approval, authorization or order of, or filing or registration with, any such court or governmental agency or body is required for the execution, delivery and performance of this Agreement, the Power of Attorney or the Custody Agreement by such Selling Stockholder and the consummation by the Selling Stockholder of the transactions contemplated hereby and thereby. (e) The Registration Statements do not, and the Prospectus and any further amendments or supplements to the Registration Statements or the Prospectus will not, as of the applicable effective date (as to the Registration Statements and any amendment thereto) and as of the applicable filing date (as to the Prospectus and any amendment or supplement thereto) contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The preceding sentence applies only to the extent that any information contained in or omitted from the Registration Statements or Prospectus was in reliance upon and in conformity with written information furnished to the Company by such Selling Stockholder specifically for inclusion therein. (f) Such Selling Stockholder has not taken, directly or indirectly, any action designed or intended to stabilize or manipulate the price of any security of the Company, or which caused or resulted in, or which might reasonably be expected to cause or result in, the stabilization or manipulation of the price of any security of the Company.

REPRESENTATIONS AND WARRANTIES AND AGREEMENTS OF THE SELLING STOCKHOLDERS. Each Selling Stockholder severally severally, and as to itself only, represents and warrants to, and agrees with, the several Underwriters that such Selling Stockholder: (a) Has, and immediately prior to each the First Closing Date (as defined in Section 3 hereof) the Selling Stockholder will have good and valid title to the shares of Firm Stock to be sold by the Selling Stockholder hereunder on such date, free and clear of all liens, encumbrances, equities or claims; and upon delivery of such shares and payment therefor pursuant hereto, good and valid title to such shares, free and clear of all liens, encumbrances, equities or claims, will pass to the several Underwriters. (b) Has duly and irrevocably executed and delivered a power of attorney, in substantially the form heretofore delivered by the Representatives (the "“Power of Attorney"”), appointing, Thomas Reslewic and Scott Kantor, [ ] and each of them, as attornxxAttorney-xxin-xxxx Fact (xxx "Attxxxxxxthe “Attorney-xxin-xxct"Fact”) with authority to execute and deliver this Agreement on behalf of such Selling Stockholder, to authorize the delivery of the shares of Firm Stock to be sold by such Selling Stockholder hereunder and otherwise to act on behalf of such Selling Stockholder in connection with the transactions contemplated by this Agreement. (c) Has duly and irrevocably executed and delivered a custody agreement, in substantially the form heretofore delivered by the Representatives (the "“Custody Agreement"”), with [ ] as custodian (the "“Custodian"”), pursuant to which certificates in negotiable form for the shares of Firm Stock to be sold by such Selling Stockholder hereunder have been placed in custody for delivery under this Agreement. (d) Has full right, power and authority to enter into this Agreement, the Power of Attorney and the Custody Agreement; the execution, delivery and performance of this Agreement, the Power of Attorney and the Custody Agreement by such Selling Stockholder and the consummation by such Selling Stockholder of the transactions contemplated hereby and thereby will not conflict with or result in a breach or violation of the charter or bylaws of such Selling Stockholder (if such Selling Stockholder is a corporation) or articles of partnership of such Selling Stockholder (if such Selling Stockholder is a partnership) or the deed of trust of the Selling Stockholder (if the Selling Stockholder is a trust) or any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which such Selling Stockholder is a party or by which the Selling Stockholder is bound or to which any of the property or assets of the Selling Stockholder is subject, nor will such actions result in any violation of the provisions of the certificate or articles of incorporation, charter, by-laws, partnership agreement or articles of partnership, as applicable, of the Selling Stockholder or any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Selling Stockholder or the property or assets of the Selling Stockholder; and, except for the registration of the Firm Stock under the Securities Act and such consents, approvals, authorizations, registrations or qualifications as may be required under the Exchange Act and applicable state securities laws laws, the National Association of Securities Dealers, Inc. and the Nasdaq National Market in connection with the purchase and distribution of the Firm Stock by the Underwriters, no consent, approval, authorization or order of, or filing or registration with, any such court or governmental agency or body is required for the execution, delivery and performance of this Agreement, the Power of Attorney or the Custody Agreement by such Selling Stockholder and the consummation by the Selling Stockholder of the transactions contemplated hereby and thereby. (e) The Registration Statements do not, and the Prospectus and any further amendments or supplements to the Registration Statements or the Prospectus will not, as of the applicable effective date (as to the Registration Statements and any amendment thereto) and as of the applicable filing date (as to the Prospectus and any amendment or supplement thereto) contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements statements, in light of the circumstances in which they were made, therein not misleading. The preceding sentence applies , provided, however, that the foregoing shall apply only to the extent that any information contained in or omitted from the Registration Statements or Prospectus was in reliance upon and in conformity with written information furnished to the Company by such Selling Stockholder specifically for inclusion therein. (f) Such Selling Stockholder has not takentaken and will not take, directly or indirectly, any action designed to or intended to stabilize or manipulate the price of any security of the Company, or which caused or resulted in, or which that might reasonably be expected to cause or result in, in the stabilization or manipulation of the price of any security of the CompanyCompany to facilitate the sale or resale of any shares of Firm Stock.

REPRESENTATIONS AND WARRANTIES AND AGREEMENTS OF THE SELLING STOCKHOLDERS. Each Selling Stockholder severally represents and warrants to, and agrees with, the several Underwriters that such Selling Stockholderthat: (a) HasSuch Selling Stockholder has, and immediately prior to each Closing Date (as defined in Section 3 hereof) the Selling Stockholder will have have, good and valid title to the shares of Stock to be sold by the such Selling Stockholder hereunder on such dateClosing Date, free and clear of all liens, encumbrances, equities or claims; and upon delivery of such shares and payment therefor pursuant hereto, good and valid title to such shares, free and clear of all liens, encumbrances, equities or claims, will pass to the several Underwriters. (b) Has Such Selling Stockholder has duly and irrevocably executed and delivered a power of attorney, in substantially the form heretofore delivered by the Representatives (the "Power of Attorney"), appointing, Thomas Reslewic appointing Xxxxxxx X. Xxxxxxxx and Scott Kantor, Xxxxx X. Xxxxx and each of them, as attornxxattorneys-xxin-xxxx fact (xxx the "AttxxxxxxAttorneys-xxin-xxctFact") with authority to execute and deliver this Agreement on behalf of such Selling Stockholder, to authorize the delivery of the shares of Stock to be sold by such Selling Stockholder hereunder hereunder, and otherwise to act on behalf of such Selling Stockholder in connection with the transactions contemplated by this Agreement. (c) Has Such Selling Stockholder has duly and irrevocably executed and delivered a custody agreement, in substantially the form heretofore delivered by the Representatives (the "Custody Agreement"), with [ ] Centene Corporation, as custodian (the "Custodian"), pursuant to which certificates in negotiable form for the shares of Stock to be sold by such Selling Stockholder hereunder have been placed in custody for delivery under this Agreement. (d) Has Such Selling Stockholder has full right, power and authority to enter into this Agreement, the Power of Attorney and the Custody Agreement; the execution, delivery and performance of this Agreement, the Power of Attorney and the Custody Agreement by such Selling Stockholder and the consummation by such Selling Stockholder of the transactions contemplated hereby and thereby will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which such Selling Stockholder is a party or by which the such Selling Stockholder is bound or to which any of the property or assets of the such Selling Stockholder is subject, nor will such actions result in any violation of any violation of the provisions of the certificate charter or articles of incorporation, charter, by-laws, partnership agreement or articles laws of partnership, as applicable, of the such Selling Stockholder (if such Selling Stockholder is a corporation), the deed of trust of such Selling Stockholder (if such Selling Stockholder is a trust), or any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the such Selling Stockholder or the property or assets of the such Selling Stockholder; and, except for the registration of the Stock under the Securities Act and such consents, approvals, authorizations, registrations or qualifications as may be required under the Exchange Act and Act, applicable state securities laws laws, and rules and regulations of the NASD in connection with the purchase and distribution of the Stock by the Underwriters, no consent, approval, authorization or order of, or filing or registration with, any such court or governmental agency or body is required for the execution, delivery and performance of this Agreement, the Power of Attorney or the Custody Agreement by such Selling Stockholder and the consummation by the such Selling Stockholder of the transactions contemplated hereby and thereby. (e) The Registration Statements do not, and the Prospectus and any further amendments or supplements to the Registration Statements or the Prospectus will not, as of the applicable effective date (as to the Registration Statements and any amendment thereto) and as of the applicable filing date (as to the Prospectus and any amendment or supplement thereto) contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The preceding sentence applies only to the extent that any information contained in or omitted from the Registration Statements or Prospectus was in reliance upon and in conformity with written information furnished to the Company by such Selling Stockholder specifically for inclusion therein. (f) Such Selling Stockholder has not taken, directly or indirectly, any action designed or intended to stabilize or manipulate the price of any security of the Company, or which caused or resulted in, or which might reasonably be expected to cause or result in, the stabilization or manipulation of the price of any security of the Company.

REPRESENTATIONS AND WARRANTIES AND AGREEMENTS OF THE SELLING STOCKHOLDERS. Each Selling Stockholder severally represents and warrants to, and severally agrees with, the several Underwriters that such Selling Stockholder: (ai) HasNow has, and immediately prior to each on the option Closing Date (as defined in Section 3 hereof) the Selling Stockholder will have have, good and valid marketable title to the shares of Stock to be sold by the such Selling Stockholder hereunder on such dateStockholder, without notice of any adverse claim and free and clear of all liensany lien, encumbrancesclaim, equities security interest or claims; other encumbrance, including, without limitation, any restriction on transfer, and has full right, power and authority to enter into this Agreement, the Power of Attorney and the Custody Agreement (each as hereinafter defined). (ii) Now has, and on the Option Closing Date will have, upon delivery of and payment for each share of Stock being sold by such Selling Stockholder hereunder, full right, power and authority and any approval required by law to sell, transfer, assign and deliver such shares, and, upon delivery and payment for such shares as contemplated hereby and payment therefor pursuant heretoassuming that the Underwriters are bona fide purchasers within the meaning of the Uniform Commercial Code, the several Underwriters will acquire good and valid marketable title to such shares, free and clear of all any liens, encumbrances, equities or equities, claims, will pass to the several Underwritersrestrictions on transfer or other defects whatsoever. (biii) For a period of 180 days after the date of the Prospectus, without the consent of Alex. Xxxxx, such Selling Stockholder will not offer to sell, sell, contract to sell or otherwise dispose of any Stock or securities convertible into or exchangeable for Stock, including without limitation Stock which may be deemed to be beneficially owned by such Selling Stockholder in accordance with the Rules and Regulations, except for the Stock being sold hereunder. (iv) Has duly and irrevocably executed and delivered a power of attorney, attorney in substantially the form heretofore delivered by to the Representatives (the "Power of Attorney"), appointingappointing Xxxxx X. Xxxxxxxxx, Thomas Reslewic Xx., Xxxxxxx X. Xxxxxxx and Scott KantorXxxxxx X. Xxxxxxx, and each of them, as attornxxattorney-xxin-xxxx fact (xxx the "AttxxxxxxAttorneys-xxin-xxctfact") with authority to execute and deliver this Agreement on behalf of such Selling Stockholder, to authorize the delivery of the shares of Stock to be sold by such Selling Stockholder hereunder and otherwise to act on behalf of such Selling Stockholder in connection with the transactions contemplated by this Agreement. (cv) Has duly and irrevocably executed and delivered a custody agreement, agreement in substantially the form heretofore delivered by to the Representatives (the "Custody Agreement"), with [ ] American Securities Transfer & Trust, Inc. as custodian (the "Custodian"), pursuant to which certificates in negotiable form for the shares of Stock to be sold by such Selling Stockholder hereunder have been placed in custody for delivery under this Agreement. (dvi) Has full rightHas, power by execution and authority to enter into delivery of each of this Agreement, the Power of Attorney and the Custody Agreement; , created valid and binding obligations of such Selling Stockholder, enforceable against such Selling Stockholder in accordance with its terms, except to the executionextent that rights to indemnity hereunder may be limited by federal or state securities laws or the public policy underlying such laws and except as the enforcement hereof may be limited by applicable bankruptcy, delivery and insolvency, moratorium or similar laws affecting creditors' rights generally, or by general equitable principles regardless of whether considered in a proceeding at law or in equity. (vii) The performance of this Agreement, the Custody Agreement and the Power of Attorney and the Custody Agreement by such Selling Stockholder Attorney, and the consummation by such Selling Stockholder of the transactions contemplated hereby and thereby will not conflict with or result in a breach or violation by such Selling Stockholder of any of the terms or provisions of, or constitute a default by such Selling Stockholder under, any indenture, mortgage, deed of trust, trust, loan agreement, lease, franchise, license or other material agreement or other agreement or material instrument to which such Selling Stockholder is a party or by which the Selling Stockholder is bound or to which any of the property or assets of the Selling Stockholder is subject, nor will such actions result in any violation of the provisions of the certificate or articles of incorporation, charter, by-laws, partnership agreement or articles of partnership, as applicable, of the Selling Stockholder or any statute of its properties is bound, or any judgment of any court or governmental agency or body applicable to such Selling Stockholder or any of its properties, or to such Selling Stockholder's knowledge, any statute, decree, order, rule or regulation of any court or governmental agency or body applicable to such Selling Stockholder or any of its properties. (viii) Without having jurisdiction over undertaken to determine independently the accuracy or completeness of either the representations and warranties of the Company contained herein or the information contained in the Registration Statement, such Selling Stockholder (other than the Selling Stockholder or named in Part 1 of Schedule B) has no reason to believe that the property or assets representations and warranties of the Company contained in Section 2 hereof are not true and correct. Such Selling Stockholder; andStockholder is familiar with the Registration Statement and has no knowledge of any material fact, except for condition or information not disclosed in the registration Registration Statement which has adversely affected or is reasonably likely to adversely affect the business of the Stock under Company; and the Securities Act and such consents, approvals, authorizations, registrations or qualifications as may be required under the Exchange Act and applicable state securities laws in connection with the purchase and distribution sale of the Stock by such Selling Stockholder pursuant hereto is not prompted by any information concerning the Company which is not set forth in the Registration Statement. (ix) The information pertaining to such Selling Stockholder under the caption "Principal and Selling Stockholders" in the Prospectus is complete and accurate in all material respects. Each Selling Stockholder agrees that the shares of Stock represented by the certificates held in custody under the Custody Agreement are for the benefit of and coupled with and subject to the interests of the Underwriters, no consentthe Company and the other Selling Stockholders hereunder, approvaland that the arrangement for such custody and the appointment of the Attorneys-in-fact are irrevocable; that the obligations of such Selling Stockholder hereunder shall not be terminated by operation of law, authorization whether by the death or order ofincapacity, liquidation or distribution of such Selling Stockholder, or filing any other event, that if such Selling Stockholder should die or registration withbecome incapacitated or is liquidated or dissolved or any other event occurs, any such court or governmental agency or body is required before the delivery of the Stock hereunder, certificates for the execution, delivery Stock to be sold by such Selling Stockholder shall be delivered on behalf of such Selling Stockholder in accordance with the terms and performance 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 Custody Agreement by such Selling Stockholder and Custodian, the consummation by the Selling Stockholder of the transactions contemplated hereby and thereby. (e) The Registration Statements do not, and the Prospectus and any further amendments or supplements to the Registration Statements or the Prospectus will not, as of the applicable effective date (as to the Registration Statements and any amendment thereto) and as of the applicable filing date (as to the Prospectus and any amendment or supplement thereto) contain any untrue statement of a material Attorneys-in-fact or omit to state any material fact required to be stated therein of them shall have notice of such death, incapacity, liquidation or necessary to make the statements therein not misleading. The preceding sentence applies only to the extent that any information contained in dissolution or omitted from the Registration Statements or Prospectus was in reliance upon and in conformity with written information furnished to the Company by such Selling Stockholder specifically for inclusion thereinother event. (f) Such Selling Stockholder has not taken, directly or indirectly, any action designed or intended to stabilize or manipulate the price of any security of the Company, or which caused or resulted in, or which might reasonably be expected to cause or result in, the stabilization or manipulation of the price of any security of the Company.

REPRESENTATIONS AND WARRANTIES AND AGREEMENTS OF THE SELLING STOCKHOLDERS. Each Selling Stockholder Stockholder, severally represents and not jointly, represents, warrants to, and agrees with, the several Underwriters that such Selling Stockholder: (a) Has, and immediately prior to each Closing Date (as defined in Section 3 hereof) ), the Selling Stockholder will have good and valid title to the shares of Stock or the Warrant, as the case may be, to be sold by the Selling Stockholder hereunder on such date, free and clear of all liens, encumbrances, equities or claims; and upon delivery of such shares or the Warrant, as the case may be, and payment therefor pursuant hereto, good and valid title thereto will pass to the several Underwriters, free and clear of all liens, encumbrances, equities or claims. If such sharesSelling Stockholder is selling the Warrant hereunder, such Selling Stockholder represents that (i) the Underwriters will have the right to exercise the Warrant in full in accordance with the terms thereof and will acquire good and valid title to the Warrant Shares to be delivered upon exercise thereof, free and clear of all liens, encumbrances, equities or claims, will pass to and (ii) the several Underwritersexercise price of such Warrant is $3.85 per share. (b) Has duly and irrevocably executed and delivered a power of attorney, in substantially the form heretofore delivered by the Representatives (the "“Power of Attorney"”), appointing, Thomas Reslewic appointing Xxxx Xxxxx Xxxxxx and Scott KantorXxx Xxxxxx, and each of them, as attornxxattorney in fact (the “Attorneys-xxin-xxxx (xxx "Attxxxxxx-xx-xxct"fact”) with authority to execute and deliver this Agreement on behalf of such Selling Stockholder, to authorize the delivery of the shares of Stock or the Warrant, as the case may be, to be sold by such Selling Stockholder hereunder and otherwise to act on behalf of such Selling Stockholder in connection with the transactions contemplated by this Agreement. The Power of Attorney is a valid and binding agreement of such Selling Stockholder, enforceable in accordance with its terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights of creditors or by general equitable principles. (c) Has duly and irrevocably executed and delivered a custody agreement, in substantially the form heretofore delivered by the Representatives (the "“Custody Agreement"”), with [ ] Equiserve Trust Company as custodian (the "“Custodian"”), in the case of shares of Stock, and with the Company, in the case of the Warrant, pursuant to which certificates in negotiable form for the shares of Stock or the Warrant, as the case may be, to be sold by such Selling Stockholder hereunder have been placed in custody for delivery under this Agreement. The Custody Agreement is a valid and binding agreement of such Selling Stockholder, enforceable in accordance with its terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles. (d) Has full right, power and authority to enter into this Agreement, the Power of Attorney and the Custody Agreement; the execution, delivery and performance of this Agreement, the Power of Attorney and the Custody Agreement by such Selling Stockholder and the consummation by such Selling Stockholder of the transactions contemplated hereby and thereby will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or require the consent, approval or waiver of any other party to any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which such Selling Stockholder is a party or by which the such Selling Stockholder is bound or to which any of the property or assets of the such Selling Stockholder is subject, nor will such actions result result, if such Selling Stockholder is an entity, in any violation of the provisions of the certificate charter or by-laws of such Selling Stockholder, the articles of incorporation, charter, by-laws, partnership agreement or articles of partnership, as applicable, of the such Selling Stockholder or the deed of trust of such Selling Stockholder, or any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the such Selling Stockholder or the property or assets of the such Selling Stockholder; and, except for the registration of the Stock under the Securities Act and such consents, approvals, authorizations, registrations or qualifications as may be required under the Exchange Act and applicable state securities laws in connection with the purchase and distribution of the Stock by the Underwriters, no consent, approval, authorization or order of, or filing or registration with, any such court or governmental agency or body is required for the execution, delivery and performance of this Agreement, the Power of Attorney or the Custody Agreement by such Selling Stockholder and the consummation by the such Selling Stockholder of the transactions contemplated hereby and thereby. (e) The Registration Statements do not, and the Prospectus Statement and any further amendments or supplements to the Registration Statements or the Prospectus will not, as of the applicable post-effective date (as to the Registration Statements and any amendment thereto) , at the time it became or becomes effective, did not and as of the applicable filing date (as to the Prospectus and any amendment or supplement thereto) 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 therein not misleading. The Prospectus (including any prospectus wrapper), as amended or supplemented, as of its filing date, did not and will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The representations and warranties set forth in the two immediately preceding sentence applies sentences apply only to the extent that any information contained in or omitted from the Registration Statements Statement or Prospectus any post-effective amendment thereto, or the Prospectus, or any amendments or supplements thereto, was in reliance upon and in conformity with written information furnished to the Company by such Selling Stockholder specifically for inclusion therein. (f) Such Selling Stockholder does not have any registration or other similar rights to have any equity or debt securities registered for sale by the Company under the Registration Statement or included in the offering contemplated by this Agreement, except for such rights as are described in the Prospectus under “Description of Capital Stock—Registration Rights.” (g) Such Selling Stockholder has not takentaken and will not take, directly or indirectly, any action designed or intended to stabilize or manipulate the price of any security of the Company, or which caused or resulted in, or which might in the future reasonably be expected to cause or result in, the stabilization or manipulation of the price of any security of the Company.

REPRESENTATIONS AND WARRANTIES AND AGREEMENTS OF THE SELLING STOCKHOLDERS. Each Selling Stockholder Stockholder, severally and not jointly, represents and warrants to, and agrees with, the several Underwriters that such Selling Stockholder: (a) Has, and immediately prior to each Closing Date (as defined in Section 3 hereof) the Selling Stockholder will have have, good and valid title to the shares of Stock to be sold by the such Selling Stockholder hereunder on such date, free and clear of all liens, encumbrances, equities or claims; and upon delivery of such shares and payment therefor pursuant hereto, good and valid title to such shares, free and clear of all liens, encumbrances, equities or claims, will pass to the several Underwriters. (b) Has duly and irrevocably executed and delivered a power of attorney, in substantially the form heretofore delivered by the Representatives (the "“Power of Attorney"”), appointing, Thomas Reslewic and Scott Kantor, [insert names of attorneys-in-fact] and each of them, as attornxxattorney-xxin-xxxx fact (xxx "Attxxxxxxthe “Attorneys-xxin-xxct"fact”) with authority to execute and deliver this Agreement on behalf of such Selling Stockholder, to authorize the delivery of the shares of Stock to be sold by such Selling Stockholder hereunder and otherwise to act on behalf of such Selling Stockholder in connection with the transactions contemplated by this Agreement. (c) Has duly and irrevocably executed and delivered a custody agreement, in substantially the form heretofore delivered by the Representatives (the "“Custody Agreement"”), with [ ] the Company, as custodian (the "“Custodian"”), pursuant to which certificates in negotiable form for the shares of Stock to be sold by such Selling Stockholder hereunder have been placed in custody for delivery under this Agreement. (d) Has full right, power and authority to enter into this Agreement, the Power of Attorney and the Custody Agreement; the execution, delivery and performance of this Agreement, the Power of Attorney and the Custody Agreement by such Selling Stockholder and the consummation by such Selling Stockholder of the transactions contemplated hereby and thereby will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which such Selling Stockholder is a party or by which the such Selling Stockholder is bound or to which any of the property or assets of the such Selling Stockholder is subject, nor will such actions result in any violation of the provisions of the certificate charter or by-laws of the Selling Stockholder, the articles of incorporation, charter, by-laws, partnership agreement of the Selling Stockholder or articles the deed of partnershiptrust of the Selling Stockholder, as applicable, of the Selling Stockholder or any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Selling Stockholder or the property or assets of the Selling Stockholder, except as could not, individually or in the aggregate, interfere with the ability of such Selling Stockholder to consummate the transactions contemplated by this Agreement, the Power of Attorney or the Custody Agreement or result in any lien, encumbrance, equity or claim on the Stock; and, except for the registration of the Stock under the Securities Act and such consents, approvals, authorizations, registrations or qualifications as may be required under the Exchange Act and applicable state securities laws in connection with the purchase and distribution of the Stock by the Underwriters, no consent, approval, authorization or order of, or filing or registration with, any such court or governmental agency or body is required for the execution, delivery and performance of this Agreement, the Power of Attorney or the Custody Agreement by such Selling Stockholder and the consummation by the such Selling Stockholder of the transactions contemplated hereby and thereby. (e) The Registration Statements do not, and the Prospectus and any further amendments or supplements to the Registration Statements or the Prospectus will not, as of the applicable effective date (as to the Registration Statements and any amendment thereto) and as of the applicable filing date date, the First Closing Date and any Option Closing Date (as to the Prospectus and any amendment or supplement thereto) contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein (in the case of the Prospectus, in light of the circumstances under which they were made), not misleading. The preceding sentence does not apply to information contained in or omitted from the Registration Statements or the Prospectus in reliance upon and in conformity with written information furnished to the Company through the Representatives by or on behalf of any Underwriter specifically for inclusion therein, which information the parties hereto agree is limited to the Underwriters’ Information (as defined in Section 16). The first sentence of this Section 2(e) applies only to the extent that any information contained in or omitted from the Registration Statements or Prospectus was included or omitted in reliance upon and in conformity with written information relating to such Selling Stockholder furnished to the Company by such Selling Stockholder specifically for inclusion therein. (f) Such Selling Stockholder has not taken, directly or indirectly, any action designed or intended to stabilize or manipulate the price of any security of the Company, or which caused or resulted in, or which might reasonably be expected to cause or result in, the stabilization or manipulation of the price of any security of the Company.

REPRESENTATIONS AND WARRANTIES AND AGREEMENTS OF THE SELLING STOCKHOLDERS. Each Selling Stockholder severally represents and warrants to, and agrees with, the several Underwriters that such Selling Stockholder: (ai) HasNow has, and immediately prior to each on the Closing Date (as defined in Section 3 hereof) the Selling Stockholder Dates will have good have, valid and valid marketable title to the shares of Stock Stocks to be sold by the such Selling Stockholder hereunder on such dateStockholder, free and clear of all liensany lien, encumbrancesclaim, equities security interest or claims; other encumbrance, including, without limitation, any restriction on transfer, and has full right, power and authority to enter into this Agreement, the Power of Attorney and the Custody Agreement (each as hereinafter defined), and, to the extent such Selling Stockholder is a corporation, has been duly organized and is validly existing and in good standing as a corporation under the laws of its jurisdiction of organization. (ii) Now has, and on each of the Closing Dates will have, upon delivery of such shares and payment therefor pursuant heretofor each share of Stock hereunder, good full right, power and authority, any approval required by law to sell, transfer, assign and deliver the Stock being sold by such Selling Stockholder hereunder, and each of the several Underwriters will acquire valid and marketable title to all of the Stock being sold to the Underwriters by such sharesSelling Stockholder, free and clear of all any liens, encumbrances, equities or equities, claims, will pass to the several Underwritersrestrictions on transfer or other defects whatsoever. (biii) For a period of 180 days after the date of the Prospectus, without the consent of Cowen, such Selling Stockholder will not, directly or indirectly, (A) offer, sell, assign, transfer, encumber, pledge, contract to sell, grant an option to purchase or otherwise dispose of, other than by operation of law, any shares of Stock (including, without limitation, Stock which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations under the Securities Act), or (B) enter into any swap or similar agreement that transfers, in whole or in part, the economic risk of the Stock, whether any such transaction described in clause (A) or (B) above is to be settled by delivery of Stock or such other securities, in cash or otherwise, and whether any such transaction relates to Stock now owned or hereafter acquired. (iv) Has duly and irrevocably executed and delivered a power of attorney, in substantially the form heretofore delivered by the Representatives (the "Power of Attorney"), appointingappointing Jeffxxx X. Xxxx xxx Nancx X. Xxxx, Thomas Reslewic and Scott Kantor, and xxd each of them, as attornxxattorney-xxin-xxxx fact (xxx the "AttxxxxxxAttorneys-xxin-xxctfact") with authority to execute and deliver this Agreement on behalf of such Selling Stockholder, to authorize the delivery of the shares of Stock to be sold by such Selling Stockholder hereunder and otherwise to act on behalf of such Selling Stockholder in connection with the transactions contemplated by this Agreement. (c) Has duly and irrevocably executed and delivered a custody agreement, in substantially the form heretofore delivered by the Representatives (the "Custody Agreement"), with [ ] as custodian (the "Custodian"), pursuant to which certificates in negotiable form for the shares of Stock to be sold by such Selling Stockholder hereunder have been placed in custody for delivery under this Agreement. (d) Has full right, power and authority to enter into this Agreement, the Power of Attorney and the Custody Agreement; the execution, delivery and performance of this Agreement, the Power of Attorney and the Custody Agreement by such Selling Stockholder and the consummation by such Selling Stockholder of the transactions contemplated hereby and thereby will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which such Selling Stockholder is a party or by which the Selling Stockholder is bound or to which any of the property or assets of the Selling Stockholder is subject, nor will such actions result in any violation of the provisions of the certificate or articles of incorporation, charter, by-laws, partnership agreement or articles of partnership, as applicable, of the Selling Stockholder or any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Selling Stockholder or the property or assets of the Selling Stockholder; and, except for the registration of the Stock under the Securities Act and such consents, approvals, authorizations, registrations or qualifications as may be required under the Exchange Act and applicable state securities laws in connection with the purchase and distribution of the Stock by the Underwriters, no consent, approval, authorization or order of, or filing or registration with, any such court or governmental agency or body is required for the execution, delivery and performance of this Agreement, the Power of Attorney or the Custody Agreement by such Selling Stockholder and the consummation by the Selling Stockholder of the transactions contemplated hereby and thereby. (e) The Registration Statements do not, and the Prospectus and any further amendments or supplements to the Registration Statements or the Prospectus will not, as of the applicable effective date (as to the Registration Statements and any amendment thereto) and as of the applicable filing date (as to the Prospectus and any amendment or supplement thereto) contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The preceding sentence applies only to the extent that any information contained in or omitted from the Registration Statements or Prospectus was in reliance upon and in conformity with written information furnished to the Company by such Selling Stockholder specifically for inclusion therein. (f) Such Selling Stockholder has not taken, directly or indirectly, any action designed or intended to stabilize or manipulate the price of any security of the Company, or which caused or resulted in, or which might reasonably be expected to cause or result in, the stabilization or manipulation of the price of any security of the Company.

REPRESENTATIONS AND WARRANTIES AND AGREEMENTS OF THE SELLING STOCKHOLDERS. Each Selling Stockholder severally represents and warrants to, and agrees with, the several Underwriters that such Selling Stockholderthat: (ai) HasSuch Selling Stockholder now has, and immediately prior to each on the Closing Date (as defined in Section 3 hereof) the Selling Stockholder Dates will have good have, valid and valid marketable title to the shares of Stock to be sold by the such Selling Stockholder hereunder on such dateStockholder, free and clear of any lien, claim, security interest or other encumbrance, including, without limitation, any restriction on transfer, and has full right, power and authority to enter into this Agreement, the Power of Attorney and the Custody Agreement (each as hereinafter defined), and, to the extent such Selling Stockholder is not a natural person, has been duly organized and is validly existing and in good standing in its corporate or other capacity under the laws of its jurisdiction of organization. (ii) Such Selling Stockholder now has, and on the Closing Dates will have, upon delivery of and payment for each share of Stock hereunder, full right, power and authority, and any approval required by law to sell, transfer, assign and deliver the Stock being sold by such Selling Stockholder hereunder, and each of the several Underwriters will acquire valid and marketable title to all of the Stock being sold to the Underwriters by such Selling Stockholder, free and clear of any liens, encumbrances, equities or claims; and upon delivery of such shares and payment therefor pursuant hereto, good and valid title to such shares, free and clear of all liens, encumbrances, equities or claims, will pass to the several Underwritersrestrictions on transfer or other defects whatsoever. (biii) Has Such Selling Stockholder has duly and irrevocably executed and delivered a power of attorney, in substantially the form heretofore delivered by the Representatives (the each, a "Power of Attorney"), appointingappointing [Xxxxxxxx Xxxxxxx, Thomas Reslewic M.D.], [Xxxxxx Xxxxxxxx] and Scott Kantor[Xxxx X. Xxxxxxx], and each or any of them, as attornxxattorney-xxin-xxxx fact (xxx the "AttxxxxxxAttorneys-xxin-xxctfact") with authority to execute and deliver this Agreement on behalf of such Selling Stockholder, to authorize the delivery of the shares of Stock to be sold by such Selling Stockholder hereunder and otherwise to act on behalf of such Selling Stockholder in connection with the transactions contemplated by this Agreement. (civ) Has Such Selling Stockholder has duly and irrevocably executed and delivered a custody agreement, in substantially the form heretofore delivered by the Representatives (the each, a "Custody Agreement"), with [ [The Bank of New York] as custodian (the each, a "Custodian"), pursuant to which certificates in negotiable form for the shares of Stock to be sold by such Selling Stockholder hereunder have been placed in custody for delivery under this Agreement. (dv) Has full rightSuch Selling Stockholder has, power by execution and authority to enter into delivery of each of this Agreement, the Power of Attorney and the Custody Agreement; , created valid and binding obligations of such Selling Stockholder, enforceable against such Selling Stockholder in accordance with its terms, except to the executionextent that rights to indemnity hereunder may be limited by federal or state securities laws or the public policy underlying such laws. (vi) Such Selling Stockholder has not taken, delivery and will not take, directly or indirectly, any action designed to, or which might reasonably be expected to, cause or result in stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Stock pursuant to the distribution contemplated by this Agreement, and other than as permitted by the Securities Act, has not distributed and will not distribute any prospectus or other offering material in connection with the offering and sale of the Stock. (vii) The performance of this Agreement, the Custody Agreement and the Power of Attorney and the Custody Agreement by such Selling Stockholder Attorney, and the consummation by such Selling Stockholder of the transactions contemplated hereby and thereby will not conflict with require any consent, approval, authorization or other order of any court, regulatory body, administrative agency or other governmental body (except as such may be required under the Securities Act, state securities laws or Blue Sky laws) and will not result in a breach or violation by such Selling Stockholder of any of the terms or provisions of, or constitute a default by such Selling Stockholder under, any indenture, mortgage, deed of trust, trust (constructive or other), loan agreement agreement, lease, franchise, license, or other agreement or instrument to which such Selling Stockholder is a party or by which the Selling Stockholder is bound or to which any of the property or assets of the Selling Stockholder is subject, nor will such actions result in any violation of the provisions of the certificate or articles of incorporation, charter, by-laws, partnership agreement or articles of partnership, as applicable, of the Selling Stockholder or any statute of its properties, or to such Selling Stockholder's knowledge, any statute, decree, order, rule or regulation of any court or governmental agency or body having jurisdiction over the applicable to such Selling Stockholder or the property or assets any of its properties. (viii) Such parts of the Selling Stockholder; and, except for the registration of the Stock Registration Statement under the Securities Act caption "Principal and such consents, approvals, authorizations, registrations or qualifications as may be required under the Exchange Act and applicable state securities laws in connection with the purchase and distribution of the Stock by the Underwriters, no consent, approval, authorization or order of, or filing or registration with, any such court or governmental agency or body is required for the execution, delivery and performance of this Agreement, the Power of Attorney or the Custody Agreement by Selling Stockholders" which specifically relate to such Selling Stockholder and the consummation by the Selling Stockholder of the transactions contemplated hereby and thereby. (e) The Registration Statements do not, and will not on the Prospectus and any further amendments or supplements to the Registration Statements or the Prospectus will notClosing Dates, as of the applicable effective date (as to the Registration Statements and any amendment thereto) and as of the applicable filing date (as to the Prospectus and any amendment or supplement thereto) contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein therein, in the light of the circumstances under which they were made, not misleading. (ix) At any time during the period described in paragraph 4(c) hereof, if there is any change in the information referred to in paragraph 2(b)(ix) above, the Selling Stockholders will immediately notify you of such change. The preceding sentence applies only Each Selling Stockholder agrees that the shares of Stock represented by the certificates held in custody under its respective Custody Agreement are for the benefit of and coupled with and subject to the extent that any information contained in or omitted from interests of the Registration Statements or Prospectus was in reliance upon Underwriters, the other Selling Stockholders and in conformity with written information furnished to the Company hereunder, and that the arrangement for such custody and the appointment of the Attorneys-in-fact are irrevocable; that the obligations of such Selling Stockholder hereunder shall not be terminated by operation of law, whether by death or incapacity, liquidation or distribution of such Selling Stockholder, or 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 specifically for inclusion therein. (f) Such Selling Stockholder has in accordance with the terms and conditions of this Agreement and its applicable Custody Agreement, and action taken by the Attorneys-in-fact or any of them under the Power of Attorney shall be valid as if such death, incapacity, liquidation or dissolution or other event had not takenoccurred, directly whether or indirectly, any action designed or intended to stabilize or manipulate not the price of any security of the Company, or which caused or resulted in, or which might reasonably be expected to cause or result inapplicable Custodian, the stabilization Attorneys-in-fact or manipulation any of the price them shall have notice of any security of the Companysuch death, incapacity, liquidation or dissolution or other event.

REPRESENTATIONS AND WARRANTIES AND AGREEMENTS OF THE SELLING STOCKHOLDERS. Each Selling Stockholder severally represents and warrants to, and agrees with, the several U.S. Underwriters that such Selling Stockholder: (a) HasNow has, and immediately prior to each on the Closing Date (as defined in Section 3 hereof) the Selling Stockholder will have good have, valid and valid marketable title to the shares of Stock and the International Stock to be sold by the such Selling Stockholder hereunder on such dateStockholder, free and clear of any lien, claim, security interest or other encumbrance, including, without limitation, any restriction on transfer, and has full right, power and authority to enter into this Agreement, the Power of Attorney and the Custody Agreement (each as hereinafter defined). (b) Now has, and on the Closing Date will have, upon delivery of and payment for each share of Stock hereunder and the International Stock under the International Underwriting Agreement, full right, power and authority, and approval required by law to sell, transfer, assign and deliver the Stock being sold by such Selling Stockholder hereunder and the International Stock being sold by such Selling Stockholder under the International Underwriting Agreement, and each of the several U.S. Underwriters will acquire valid and marketable title to all of the Stock being sold to the U.S. Underwriters by such Selling Stockholder and each of the several International Managers will acquire valid and marketable title to all of the International Stock being sold to the International Managers by such Selling Stockholder, in each case, free and clear of any liens, encumbrances, equities or claims; and upon delivery of such shares and payment therefor pursuant hereto, good and valid title to such shares, free and clear of all liens, encumbrances, equities or claims, will pass to the several Underwritersrestrictions on transfer or other defects whatsoever. (bc) For a period of 90 days after the date of this Agreement, without the consent of Cowen, such Selling Stockholder will not offer, sell, assign, transfer, encumber, contract to sell, grant an option to purchase or otherwise dispose of any Stock or securities convertible into or exchangeable for Stock, including, without limitation Stock which may be deemed to be beneficially owned by such Selling Shareholder in accordance with the Rules and Regulations, except for the Stock being sold hereunder and the International Stock being sold under the International Underwriting Agreement. (d) Has duly and irrevocably executed and delivered a power of attorney, in substantially the form heretofore delivered by the Representatives (the "Power of Attorney"), appointing, Thomas Reslewic and Scott Kantor, appointing Stevxx Xxxxxxxxx xxx John Xxxdermaier and each of them, as attornxxattorney-xxin-xxxx fact (xxx the "AttxxxxxxAttorneys-xxin-xxctfact") with authority to execute and deliver this Agreement and the International Underwriting Agreement on behalf of such Selling Stockholder, to authorize the delivery of the shares of Stock to be sold by such Selling Stockholder hereunder and the shares of International Stock to be sold by such Selling Stockholder under the International Underwriting Agreement and otherwise to act on behalf of such Selling Stockholder in connection with the transactions contemplated by this Agreement and the International Underwriting Agreement. (ce) Has duly and irrevocably executed and delivered a custody agreement, in substantially the form heretofore delivered by the Representatives (the "Custody Agreement"), with [ ] American Stock Transfer & Trust Company, as custodian (the "Custodian"), pursuant to which certificates in negotiable form for the shares of Stock and International Stock to be sold by such Selling Stockholder hereunder have been placed in custody for delivery under this Agreement. (d) Has full right, power and authority to enter into this Agreement, the Power of Attorney and the Custody Agreement; the execution, delivery and performance of this Agreement, the Power of Attorney and the Custody Agreement by such Selling Stockholder and the consummation by such Selling Stockholder of the transactions contemplated hereby and thereby will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which such Selling Stockholder is a party or by which the Selling Stockholder is bound or to which any of the property or assets of the Selling Stockholder is subject, nor will such actions result in any violation of the provisions of the certificate or articles of incorporation, charter, by-laws, partnership agreement or articles of partnership, as applicable, of the Selling Stockholder or any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Selling Stockholder or the property or assets of the Selling Stockholder; and, except for the registration of the Stock under the Securities Act and such consents, approvals, authorizations, registrations or qualifications as may be required under the Exchange Act and applicable state securities laws in connection with the purchase and distribution of the Stock by the Underwriters, no consent, approval, authorization or order of, or filing or registration with, any such court or governmental agency or body is required for the execution, delivery and performance of this Agreement, the Power of Attorney or the Custody Agreement by such Selling Stockholder and the consummation by the Selling Stockholder of the transactions contemplated hereby and thereby. (e) The Registration Statements do not, and the Prospectus and any further amendments or supplements to the Registration Statements or the Prospectus will not, as of the applicable effective date (as to the Registration Statements and any amendment thereto) and as of the applicable filing date (as to the Prospectus and any amendment or supplement thereto) contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The preceding sentence applies only to the extent that any information contained in or omitted from the Registration Statements or Prospectus was in reliance upon and in conformity with written information furnished to the Company by such Selling Stockholder specifically for inclusion therein. (f) Such Selling Stockholder has not taken, directly or indirectly, any action designed or intended to stabilize or manipulate the price of any security of the Company, or which caused or resulted in, or which might reasonably be expected to cause or result in, the stabilization or manipulation of the price of any security of the Company.Selling

REPRESENTATIONS AND WARRANTIES AND AGREEMENTS OF THE SELLING STOCKHOLDERS. Each Selling Stockholder severally represents and warrants to, and agrees with, the several Underwriters that such Selling Stockholder: (a) Has, and immediately prior to each Option Closing Date (as defined in Section 3 hereof) the Selling Stockholder will have have, good and valid title to the shares of Stock to be sold by the Selling Stockholder hereunder on such date, free and clear of all liens, encumbrances, equities or claims; and upon delivery of such shares and payment therefor pursuant hereto, good and valid title to such shares, free and clear of all liens, encumbrances, equities or claims, will pass to the several Underwriters. (b) Has duly and irrevocably executed and delivered a power of attorney, in substantially the form heretofore delivered by the Representatives (the "Power of Attorney"), appointing, Thomas Reslewic and Scott Kantor, and appointing each of them, Jon E. Kirchner and Melvin Flanigan as attornxxattorney-in-fact (the "Xxxxxxxx-xx-xxxx (xxx "Attxxxxxx-xx-xxctXxct") with authority xxxx xxxxxxxxx to execute and deliver this Agreement on behalf of such Selling Stockholder, to authorize the delivery of the shares of Stock to be sold by such Selling Stockholder hereunder and otherwise to act on behalf of such Selling Stockholder in connection with the transactions contemplated by this Agreement. (c) Has duly and irrevocably executed and delivered a custody agreement, in substantially the form heretofore delivered by the Representatives (the "Custody Agreement"), with [ ] Equiserve, Inc. as custodian (the "Custodian"), pursuant to which certificates in negotiable form for the shares of Stock to be sold by such Selling Stockholder hereunder have been placed in custody for delivery under this Agreement. (d) Has full right, power and authority to enter into this Agreement, the Power of Attorney and the Custody Agreement; the execution, delivery and performance of this Agreement, the Power of Attorney and the Custody Agreement by such Selling Stockholder and the consummation by such Selling Stockholder of the transactions contemplated hereby and thereby will not conflict with or result in a breach or violation of the charter or bylaws of such Selling Stockholder (if such Selling Stockholder is a corporation) or articles of partnership of such Selling Stockholder (if such Selling Stockholder is a partnership) or any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which such Selling Stockholder is a party or by which the Selling Stockholder is bound or to which any of the property or assets of the Selling Stockholder is subject, nor will such actions result in any violation of the provisions of the certificate or articles of incorporation, charter, by-laws, partnership agreement or articles of partnership, as applicable, of the Selling Stockholder or any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Selling Stockholder or the property or assets of the Selling Stockholder; and, except for the registration of the Stock under the Securities Act and such consents, approvals, authorizations, registrations or qualifications as may be required under the Exchange Act and applicable state securities laws laws, the National Association of Securities Dealers, Inc. and the Nasdaq National Market in connection with the purchase and distribution of the Stock by the Underwriters, no consent, approval, authorization or order of, or filing or registration with, any such court or governmental agency or body is required for the execution, delivery and performance of this Agreement, the Power of Attorney or the Custody Agreement by such Selling Stockholder and the consummation by the Selling Stockholder of the transactions contemplated hereby and thereby. (e) The Registration Statements do not, and the Prospectus and any further amendments or supplements to the Registration Statements or the Prospectus will not, as of the applicable effective date (as to the Registration Statements and any amendment thereto) and as of the applicable filing date (as to the Prospectus and any amendment or supplement thereto) contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances in which they were made, not misleading. The preceding sentence applies only to the extent that any information contained in or omitted from the Registration Statements or Prospectus was in reliance upon and in conformity with written information furnished to the Company by such Selling Stockholder specifically for inclusion therein. (f) Such Selling Stockholder has not takentaken and will not take, directly or indirectly, any action designed to or intended to stabilize or manipulate the price of any security of the Company, or which caused or resulted in, or which that might reasonably be expected to cause or result in, in the stabilization or manipulation of the price of any security of the CompanyCompany to facilitate the sale or resale of the any shares of Stock.