Common use of Representations and Warranties of the Company and the Selling Stockholders Clause in Contracts

Representations and Warranties of the Company and the Selling Stockholders. (a) The Company represents and warrants to each of the Underwriters as follows: (i) A registration statement on Form S-1 (File No. 333-136913) with respect to the Shares has been prepared by the Company in conformity with the requirements of the Securities Act of 1933, as amended (the “Act”), and the rules and regulations (the “Rules and Regulations”) of the Securities and Exchange Commission (the “Commission”) thereunder and has been filed with the Commission. Copies of such registration statement, including any amendments thereto, the preliminary prospectuses (meeting the requirements of the Rules and Regulations) contained therein and the exhibits, financial statements and schedules, as finally amended and revised, have heretofore been delivered by the Company to you. Such registration statement, together with any registration statement filed by the Company pursuant to Rule 462(b) under the Act, is herein referred to as the “Registration Statement”, which shall be deemed to include all information omitted therefrom in reliance upon Rules 430A, 430B or 430C under the Act and contained in the Prospectus referred to below, has become effective under the Act and no post-effective amendment to the Registration Statement has been filed as of the date of this Agreement. “Prospectus” means the form of prospectus first filed with the Commission pursuant to and within the time limits described in Rule 424(b) under the Act. Each preliminary prospectus included in the Registration Statement prior to the time it becomes effective is herein referred to as a “Preliminary Prospectus”.

Representations and Warranties of the Company and the Selling Stockholders. (a) The Company represents and warrants to to, and agrees with, each of the Underwriters as followsthat: (i) A The Company has filed with the Securities and Exchange Commission (the "Commission") a registration statement on Form S-1 S-3 (File No. 333-136913) with respect to 110182), and amendments thereto, and related preliminary prospectuses for the Shares has been prepared by the Company in conformity with the requirements of registration under the Securities Act of 1933, as amended (the “"Securities Act”"), and the rules and regulations (the “Rules and Regulations”) of the Securities and Exchange Commission (the “Commission”) thereunder and has been filed with the Commission. Copies of such Shares which registration statement, including any amendments theretoas so amended, has been declared effective by the preliminary prospectuses (meeting the requirements Commission and copies of the Rules and Regulations) contained therein and the exhibits, financial statements and schedules, as finally amended and revised, which have heretofore been delivered by to the Company to youUnderwriters. Such The registration statement, together with any as amended at the time it became effective, including the prospectus, financial statements, schedules, exhibits and other information (if any) deemed to be part of the registration statement filed by at the time of effectiveness pursuant to Rule 430A or 434(d) under the Securities Act, is hereinafter referred to as the "Registration Statement." If the Company has filed or is required pursuant to the terms hereof to file a registration statement pursuant to Rule 462(b) under the Act, is herein referred to as the “Securities Act registering additional shares of Common Stock (a "Rule 462(b) Registration Statement”"), which then, unless otherwise specified, any reference herein to the term "Registration Statement" shall be deemed to include all information omitted therefrom in reliance such Rule 462(b) Registration Statement. Other than a Rule 462(b) Registration Statement, which, if filed, becomes effective upon Rules 430Afiling, 430B or 430C under the Act and contained in the Prospectus referred to below, has become effective under the Act and no post-effective amendment other document with respect to the Registration Statement has heretofore been filed as of the date of this Agreement. “Prospectus” means the form of prospectus first filed with the Commission Commission. All of the Shares have been registered under the Securities Act pursuant to and within the time limits described in Rule 424(b) under the Act. Each preliminary prospectus included in the Registration Statement prior to or, if any Rule 462(b) Registration Statement is filed, will be duly registered under the time it becomes effective is herein referred to as a “Preliminary Prospectus”.Securities Act with the filing of such Rule 462(b)

Representations and Warranties of the Company and the Selling Stockholders. (a) The Company represents and warrants to each of the Underwriters as follows: (i) A registration statement on Form S-1 (File No. 333-136913109267) with respect to the Shares has been prepared by the Company in conformity with the requirements of the Securities Act of 1933, as amended (the “Act”), and the rules and regulations (the “Rules and Regulations”) of the Securities and Exchange Commission (the “Commission”) thereunder and has been filed with the Commission. Copies of such registration statement, including any amendments thereto, the preliminary prospectuses (meeting the requirements of the Rules and Regulations) contained therein and the exhibits, financial statements and schedules, as finally amended and revised, have heretofore been delivered by the Company to you. Such registration statement, together with any registration statement filed by the Company pursuant to Rule 462(b462 (b) under of the Act, is herein referred to as the “Registration Statement”, ,” which shall be deemed to include all information omitted therefrom in reliance upon Rules 430A, 430B or 430C under the Act Rule 430A and contained in the Prospectus referred to below, has become effective under the Act and no post-effective amendment to the Registration Statement has been filed as of the date of this Agreement. “Prospectus” means the form of prospectus first filed with the Commission pursuant to and within the time limits described in Rule 424(b) under the Act). Each preliminary prospectus included in the Registration Statement prior to the time it becomes effective is herein referred to as a “Preliminary Prospectus.”.

Representations and Warranties of the Company and the Selling Stockholders. (a) The Company represents and warrants to each of the Underwriters as follows: (i) A registration statement on Form S-1 (File No. 333-136913116420) with respect to the Shares has been prepared by the Company in conformity with the requirements of the Securities Act of 1933, as amended (the “Act”), and the rules and regulations (the “Rules and Regulations”) of the Securities and Exchange Commission (the “Commission”) thereunder and has been filed with the Commission. Copies of such registration statement, including any amendments thereto, the preliminary prospectuses (meeting the requirements of the Rules and Regulations) contained therein and the exhibits, financial statements and schedules, as finally amended and revised, have heretofore been delivered by the Company to you. Such registration statement, together with any registration statement filed by the Company pursuant to Rule 462(b) under of the Act, is herein referred to as the “Registration Statement”, ,” which shall be deemed to include all information omitted therefrom in reliance upon Rules 430A, 430B or 430C under the Act Rule 430A and contained in the Prospectus referred to below, has become effective under the Act and no post-effective amendment to the Registration Statement has been filed as of the date of this Agreement. “Prospectus” means the form of prospectus first filed with the Commission pursuant to and within the time limits described in Rule 424(b) under the Act). Each preliminary prospectus included in the Registration Statement prior to the time it becomes effective is herein referred to as a “Preliminary Prospectus.”.

Representations and Warranties of the Company and the Selling Stockholders. (a) The Company represents and warrants to each of the Underwriters as follows: (i) A registration statement on Form S-1 (File No. 333-13691312425) with respect to the Shares has been carefully prepared by the Company in conformity with the requirements of the Securities Act of 1933, as amended (the “Act”"ACT"), and the rules Rules and regulations Regulations (the “Rules and Regulations”"RULES AND REGULATIONS") of the Securities and Exchange Commission (the “Commission”"COMMISSION") thereunder and has been filed with the CommissionCommission under the Act. The Company has complied with the conditions for the use of Form S-1. Copies of such registration statement, including any amendments thereto, the preliminary prospectuses (meeting the requirements of the Rules and Regulations) contained therein and the exhibits, financial statements and schedules, as finally amended and revised, have heretofore been delivered by the Company to you. Such registration statement, together with any registration statement filed by the Company pursuant to Rule 462(b) under of the Act, is herein referred to as the “Registration Statement”, which "REGISTRATION STATEMENT," shall be deemed to include all information omitted therefrom in reliance upon Rules 430A, 430B or 430C under the Act Rule 430A and contained in the Prospectus referred to below, has become been declared effective by the Commission under the Act and no post-post effective amendment to the Registration Statement has been filed as of the date of this Agreement. “Prospectus” "PROSPECTUS" means (a) the form of prospectus first filed with the Commission pursuant to and within Rule 424(b) or (b) the last preliminary prospectus included in the Registration Statement filed prior to the time limits described in it becomes effective or filed pursuant to Rule 424(b424(a) under the Act that is delivered by the Company to the Underwriters for delivery to purchasers of the Shares, together with the term sheet or abbreviated term sheet filed with the Commission pursuant to Rule 424(b)(7) under the Act. Each preliminary prospectus included in the Registration Statement prior to the time it becomes effective is herein referred to as a “Preliminary Prospectus”."

Representations and Warranties of the Company and the Selling Stockholders. (aA) The Company hereby represents and warrants to to, and agrees with each of the Underwriters Underwriter, as follows: (iI) A registration statement (Registration No. 333-______) on Form S-1 (File No. 333-136913) with respect to the Shares has been prepared by the Company in conformity with the requirements of S-3 under the Securities Act of 1933, as amended (the “Act”"SECURITIES ACT"), including such amendments to such Registration Statement as may have been required to the date of this Agreement, relating to the Shares has been prepared by the Company under and in conformity with the provisions of the Securities Act, the rules and regulations (the “Rules and Regulations”"RULES AND REGULATIONS") of the Securities and Exchange Commission (the “"Commission”") thereunder and has been filed with the Commission. Copies After the execution of such registration statement, including any amendments theretothis Agreement, the preliminary prospectuses Company will file with the Commission either (meeting i) if such Registration Statement, as it may have been amended, has been declared by the requirements Commission to be effective under the Securities Act, either (A) if the Company relies on Rule 434 of the Rules and Regulations, a Term Sheet (defined below) contained therein relating to the Shares, that identifies the Preliminary Prospectus (defined below) that it supplements and contains such information as is required or permitted by Rules 434, 430A and 424(b) of the exhibitsRules and Regulations or (B) if the Company does not rely on Rule 434, financial statements a prospectus in the form most recently included in an amendment to such Registration Statement (or, if no such amendment has been filed, in such Registration Statement), with such changes or insertions as are required by Rule 430A of the Rules and schedulesRegulations or permitted by Rule 424(b) of the Rules and Regulations, and in the case of either (i)(A) or (i)(B) of this sentence, as finally amended has been provided to and revised, have heretofore been delivered approved by the Company Representatives prior to you. Such registration statementthe execution of this Agreement, together with any registration statement filed or (ii) if such Registration Statement, as it may have been amended, has not been declared by the Company Commission to be effective pursuant to Section 8 of the Securities Act, an amendment to such Registration Statement, including a form of prospectus, a copy of which amendment has been furnished to and approved by the Representatives prior to the execution of this Agreement. As used in this Agreement, the term "REGISTRATION STATEMENT" means such Registration Statement, including all financial schedules and exhibits thereto and including any information omitted therefrom pursuant to Rule 430A of the Rules and Regulations and included in the Prospectus (defined below), in the form in which it became effective from and after the time it became effective, and any Registration Statement filed pursuant to Rule 462(b) under of the ActRules and Regulations with respect to the Common Stock (a "RULE 462(B) REGISTRATION STATEMENT"), is herein referred to and, in the event of any amendment thereto after the effective date of such Registration Statement (the "EFFECTIVE DATE"), shall also mean (from and after the effectiveness of such amendment) such Registration Statement as the “so amended (including any 462(b) Registration Statement”, which shall be deemed ); the term "PRELIMINARY PROSPECTUS" means each prospectus subject to include all information omitted therefrom in reliance upon Rules 430A, 430B or 430C under the Act and contained in the Prospectus referred to below, has become effective under the Act and no post-effective amendment to the completion filed with such Registration Statement has been filed as of or any amendment thereto (including the date of this Agreement. “Prospectus” means the form of prospectus first filed with the Commission pursuant subject to and within the time limits described in Rule 424(b) under the Act. Each preliminary prospectus completion, if any, included in the Registration Statement prior to or any amendment thereto at the time it becomes effective was or is herein referred to as a “Preliminary Prospectus”.declared effective); the term "PROSPECTUS" means:

Representations and Warranties of the Company and the Selling Stockholders. (a) The Company represents and warrants to each of the Selling Stockholders jointly and severally represent and warrant to, and agree with, the several Underwriters as followsthat: (ia) A registration statement on Form S-1 S-3 (File No. 333-136913333-_________) with respect to the Shares Securities, including a prospectus subject to completion, has been prepared filed by the Company in conformity with the requirements of Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the “"Act”"), and one or more amendments to such registration statement may have been so filed. After the rules execution of this Agreement, the Company will file with the Commission either (i) if such registration statement, as it may have been amended, has been declared by the Commission to be effective under the Act, either (A) if the Company relies on Rule 434 under the Act, a Term Sheet (as hereinafter defined) relating to the Securities, that shall identify the Preliminary Prospectus (as hereinafter defined) that it supplements containing such information as is required or permitted by Rules 434, 430A and regulations 424(b) under the Act or (B) if the “Rules Company does not rely on Rule 434 under the Act, a prospectus in the form most recently included in an amendment to such registration statement (or, if no such amendment shall have been filed, in such registration statement), with such changes or insertions as are required by Rule 430A under the Act or permitted by Rule 424(b) under the Act, and Regulations”in the case of either clause (i)(A) or (i)(B) of this sentence as have been provided to and approved by the Securities and Exchange Representatives prior to the execution of this Agreement, or (ii) if such registration statement, as it may have been amended, has not been declared by the Commission (to be effective under the “Commission”) thereunder and has been filed with the Commission. Copies of Act, an amendment to such registration statement, including any amendments theretoa form of prospectus, the preliminary prospectuses (meeting the requirements a copy of the Rules which amendment has been furnished to and Regulations) contained therein and the exhibits, financial statements and schedules, as finally amended and revised, have heretofore been delivered approved by the Representatives prior to the execution of this Agreement. The Company to you. Such registration statement, together with any may also file a related registration statement filed by with the Company Commission pursuant to Rule 462(b) under the ActAct for the purpose of registering certain additional Securities, is herein referred to as which registration shall be effective upon filing with the “Commission. As used in this Agreement, the term "Original Registration Statement”" means the registration statement initially filed relating to the Securities, which shall be deemed to include as amended at the time when it was or is declared effective, including all financial schedules and exhibits thereto and including any information omitted therefrom in reliance upon Rules 430A, 430B or 430C pursuant to Rule 430A under the Act and contained included in the Prospectus referred to below, has become effective under (as hereinafter defined); the Act and no post-effective amendment to the term "Rule 462(b) Registration Statement has been filed as of the date of this Agreement. “Prospectus” Statement" means the form of prospectus first any registration statement filed with the Commission pursuant to and within the time limits described in Rule 424(b462(b) under the Act. Each preliminary Act (including the Registration Statement and any Preliminary Prospectus or Prospectus incorporated therein at the time such Registration Statement becomes effective); the term "Registration Statement" includes both the Original Registration Statement and any Rule 462(b) Registration Statement; the term "Preliminary Prospectus" means each prospectus subject to completion filed with such registration statement or any amendment thereto (including the prospectus subject to completion, if any, included in the Registration Statement prior to or any amendment thereto at the time it becomes effective was or is herein referred to as a “Preliminary declared effective); the term "Prospectus”." means:

Representations and Warranties of the Company and the Selling Stockholders. (a) The Company represents and warrants to each of the Underwriters as follows: (i) A registration statement on Form S-1 (File No. 333-13691338403) with respect to the Shares has been carefully prepared by the Company in conformity with the requirements of the Securities Act of 1933, as amended (the “"Act”"), and the rules Rules and regulations Regulations (the “"Rules and Regulations”") of the Securities and Exchange Commission (the “"Commission”") thereunder and has been filed with the Commission. Copies of such registration statement, including any amendments thereto, the preliminary prospectuses (meeting the requirements of the Rules and Regulations) contained therein and the exhibits, financial statements and schedules, as finally amended and revised, have heretofore been delivered by the Company to you. Such registration statement, together with any registration statement filed by the Company pursuant to Rule 462(b462 (b) under of the Act, is herein referred to as the “"Registration Statement”, ," which shall be deemed to include all information omitted therefrom in reliance upon Rules 430A, 430B or 430C under the Act Rule 430A and contained in the Prospectus referred to below, has become effective under the Act and no post-effective amendment to the Registration Statement has been filed as of the date of this Agreement. “"Prospectus” " means (a) the form of prospectus first filed with the Commission pursuant to and within Rule 424(b) or (b) the last preliminary prospectus included in the Registration Statement filed prior to the time limits described in it becomes effective or filed pursuant to Rule 424(b424(a) under the Act that is delivered by the Company to the Underwriters for delivery to purchasers of the Shares, together with the term sheet or abbreviated term sheet filed with the Commission pursuant to Rule 424(b)(7) under the Act. Each preliminary prospectus included in the Registration Statement prior to the time it becomes effective is herein referred to as a “"Preliminary Prospectus”."

Representations and Warranties of the Company and the Selling Stockholders. (a) I. The Company represents and warrants to to, and agrees with, each of the Underwriters as of the date hereof, and as of the Closing Date, as defined in Section 2(c) hereof, and the Option Closing Date, as defined in Section 2(b) hereof, if any, as follows: (ia) A registration statement on Form S-1 S-2 (File No. 333-13691341445) with respect to the Shares Shares, including a prospectus subject to completion, has been prepared by the Company in conformity with the requirements of the Securities Act of 1933, as amended (the “"Act”"), and the rules and regulations (the “applicable Rules and Regulations”Regulations ( as defined below) of the Securities and Exchange Commission (the “"Commission”") thereunder and has been filed with the Commission; such amendments to such registration statement, and such amended prospectuses subject to completion, as may have been required prior to the date hereof have been similarly prepared and filed with the Commission; and the Company will file such additional amendments to such registration statement, and such amended prospectuses subject to completion, as may hereafter be required. Copies of such registration statementstatement and each such amendment, including any amendments theretoeach such related prospectus subject to completion (collectively, the preliminary prospectuses "Preliminary Prospectuses" and individually, a "Preliminary Prospectus"), each document incorporated by reference therein and each exhibit thereto have been delivered to you. For purposes hereof, "Rules and Regulations" means the rules and regulations adopted by the Commission under either the Act or the Securities Exchange Act of 1934, as amended (meeting the requirements "Exchange Act"), as applicable. If the registration statement has been declared effective under the Act by the Commission, the Company will prepare and promptly file with the Commission, pursuant to subparagraph (1) or (4) of Rule 424(b) of the Rules and RegulationsRegulations under the Act or as part of a post-effective amendment to the registration statement (including a final form of prospectus), the information omitted from the registration statement pursuant to Rule 430A(a) contained therein of the Rules and Regulations under the exhibits, financial statements and schedules, as finally amended and revised, have heretofore Act. If the registration statement has not been delivered declared effective under the Act by the Commission, the Company will prepare and promptly file a further amendment to you. Such the registration statement, including a final form of prospectus. The term "Registration Statement" as hereinafter used in this Agreement shall mean such registration statement, including financial statements, schedules and exhibits in the form in which it became or becomes effective (including, if the Company omitted information from the registration statement pursuant to Rule 430A(a) of the Rules and Regulations under the Act, the information deemed to be a part of the registration statement at the time it became effective pursuant to Rule 430A(b) of the Rules and Regulations under the Act) and, in the event of any amendment thereto after the effective date of such registration statement, shall also mean (from and after the effectiveness of such amendment) such registration statement as so amended, together with any registration statement filed by the Company pursuant to Rule 462(b) under the Act, is herein referred to . The term "Prospectus" as used in this Agreement shall mean the “Registration Statement”, which shall be deemed to include all information omitted therefrom in reliance upon Rules 430A, 430B or 430C under the Act and contained in the Prospectus referred to below, has become effective under the Act and no post-effective amendment prospectus relating to the Registration Statement has been filed Shares as of the date of this Agreement. “Prospectus” means the form of prospectus first filed with the Commission pursuant to and within the time limits described in Rule 424(b) under the Act. Each preliminary prospectus included in the Registration Statement prior to the time it becomes effective is herein referred to as a “Preliminary Prospectus”.in

Representations and Warranties of the Company and the Selling Stockholders. (a) The Company represents and warrants to each of the Underwriters as follows: (i) A registration statement on Form S-1 (File No. 333-136913166123) with respect to the Shares has been prepared by the Company in conformity in all material respects with the requirements of the Securities Act of 1933, as amended (the “Act”), and the rules and regulations (the “Rules and Regulations”) of the Securities and Exchange Commission (the “Commission”) thereunder and has been filed with the Commission. Copies of such registration statement, including any amendments thereto, the preliminary prospectuses (meeting in all material respects, at the time of filing thereof, the requirements of the Rules and Regulations) contained therein and the exhibits, exhibits and financial statements and schedulesthereto, as finally amended and revised, have heretofore been delivered by the Company to you. Such registration statement, together with any registration statement filed by the Company pursuant to Rule 462(b) under the Act, is herein referred to as the “Registration Statement”, ,” which shall be deemed to include all information omitted therefrom in reliance upon any of Rules 430A, 430B or and 430C under the Act and contained in the Prospectus referred to below, has become effective under the Act and no post-effective amendment to the Registration Statement has been filed as of the date of this Agreement. “Prospectus” means the form of prospectus first filed with the Commission pursuant to and within the time limits described in Rule 424(b) under the Act. Each preliminary prospectus included in the Registration Statement prior to the time it becomes effective is herein referred to as a “Preliminary Prospectus”.” Any reference herein to the Registration Statement, any Preliminary Prospectus or to the Prospectus or to any amendment or supplement to any of the foregoing documents shall be deemed to refer to and include any documents incorporated by reference therein, and, in the case of any reference herein to the Prospectus, also shall be deemed to include any documents incorporated by reference therein, and any supplements or amendments thereto, filed with the Commission after the date of filing of the Prospectus under Rule 424(b) under the Act, and prior to the termination of the offering of the Shares by the Underwriters.

Representations and Warranties of the Company and the Selling Stockholders. (a) The Company represents and warrants to each of the Underwriters as follows: (i) A registration statement on Form S-1 SB-2 (File No. 333-136913333 - 18155) with respect to the Shares has been carefully prepared by the Company in conformity with the requirements of the Securities Act of 1933, as amended (the “"Act”"), and the rules Rules and regulations Regulations (the “"Rules and Regulations”") of the Securities and Exchange Commission (the “"Commission”") thereunder and has been filed with the CommissionCommission under the Act. The Company has complied with the conditions for the use of Form SB-2. Copies of such registration statement, including any amendments thereto, the preliminary prospectuses (meeting the requirements of Rule 430A of the Rules and Regulations) contained therein and the exhibits, financial statements and schedules, as finally amended and revised, have heretofore been delivered by the Company to you. Such registration statement, together with any registration statement filed by the Company pursuant to Rule 462(b) under the Act, is herein referred to as the “"Registration Statement”, ," which shall be deemed to include all information omitted therefrom in reliance upon Rules 430A, 430B or 430C under the Act Rule 430A and contained in the Prospectus referred to below, has become been declared effective by the Commission under the Act and no post-effective amendment to the Registration Statement has been filed as of the date of this Agreement. “Prospectus” means the The form of prospectus first filed by the Company with the Commission pursuant to and within the time limits described in its Rule 424(b) under and Rule 430A, or if no form of prospectus is required to be filed pursuant to Rule 424(b), the Act. form of prospectus included in the Registration Statement at the time it became effective, is herein referred to as the "Prospectus." Each preliminary prospectus included in the Registration Statement prior to the time it becomes effective is herein referred to as a “"Preliminary Prospectus”." (ii) The Company has been duly organized and is validly existing as a corporation in good standing under the laws of the State of Delaware with corporate power and authority to own its properties and conduct its business as described in the Registration Statement; the Company is duly qualified to transact business in all jurisdictions in which the conduct of its business requires such qualification, except where the failure, individually or in the aggregate, to be so qualified would not have a material adverse effect upon the condition, financial or otherwise, results of operations,

Representations and Warranties of the Company and the Selling Stockholders. (a) I. The Company represents and warrants to to, and agrees with, each of the Underwriters as of the date hereof, and as of the Closing Date, as defined in Section 2(c) hereof, and the Option Closing Date, as defined in Section 2(b) hereof, if any, as follows: (ia) A registration statement on Form S-1 (File No. 333-13691323961) with respect to the Shares Shares, the Representatives' Warrants, and the shares issuable upon exercise of the Representatives' Warrants (the "Underwriters' Warrant Shares") including a prospectus subject to completion, has been prepared by the Company in conformity with the requirements of the Securities Act of 1933, as amended (the “"Act”"), and the rules and regulations (the “applicable Rules and Regulations”Regulations (as defined below) of the Securities and Exchange Commission (the “"Commission”") thereunder and has been filed with the Commission; such amendments to such registration statement, and such amended prospectuses subject to completion, as may have been required prior to the date hereof have been similarly prepared and filed with the Commission; and the Company will file such additional amendments to such registration statement, and such amended prospectuses subject to completion, as may hereafter be required. Copies of such registration statementstatement and each such amendment, including any amendments theretoeach such related prospectus subject to completion (collectively, the preliminary prospectuses (meeting the requirements of the "Preliminary Prospectuses" and individually, a "Preliminary Prospectus"), each document incorporated by reference therein and each exhibit thereto have been delivered to you. For purposes hereof, "Rules and Regulations) contained therein " means the rules and regulations adopted by the exhibits, financial statements and schedulesCommission under either the Act or the Securities Exchange Act of 1934, as finally amended and revised(the "Exchange Act"), have heretofore been delivered by the Company to you. Such registration statement, together with any registration statement filed by the Company pursuant to Rule 462(b) under the Act, is herein referred to as the “Registration Statement”, which shall be deemed to include all information omitted therefrom in reliance upon Rules 430A, 430B or 430C under the Act and contained in the Prospectus referred to below, has become effective under the Act and no post-effective amendment to the Registration Statement has been filed as of the date of this Agreement. “Prospectus” means the form of prospectus first filed with the Commission pursuant to and within the time limits described in Rule 424(b) under the Act. Each preliminary prospectus included in the Registration Statement prior to the time it becomes effective is herein referred to as a “Preliminary Prospectus”applicable.

Representations and Warranties of the Company and the Selling Stockholders. (a) The Company represents and warrants to each of the Underwriters as follows: (ia) A registration statement on Form S-1 S-3 (File No. 333-136913188121) with respect to the Shares has been prepared by the Company in conformity with the requirements of the Securities Act of 1933, as amended (the “Act”), and the rules and regulations (the “Rules and Regulations”) of the Securities and Exchange Commission (the “Commission”) thereunder and has been filed with the CommissionCommission and has become effective. The Company and the transactions contemplated by this underwriting agreement (this “Agreement”) meet the requirements and comply with the conditions for the use of Form S-3, including the transaction requirements set forth in General Instruction I.B.3 of such form. The Registration Statement meets the requirements of Rule 415(a)(1)(i) under the Act and complies in all material respects with said rule. Copies of such registration statement, including any amendments thereto, the preliminary prospectuses base prospectus (meeting in all material respects the requirements of the Rules and Regulations) contained therein and the exhibits, financial statements and schedules, as finally amended and revised, have heretofore been delivered by the Company to you. Such registration statement, together with any registration statement filed by the Company pursuant to Rule 462(b) under the ActAct (“Rule 462(b) Registration Statement”), is herein referred to as the “Registration Statement”, which shall be deemed to include all information omitted therefrom in reliance upon Rules 430A, 430B or 430C under the Act and contained in the Prospectus referred to below, has become effective under the Act and no . No post-effective amendment to the Registration Statement has been filed as of the date of this Agreement. “Prospectus” means the form of base prospectus together with the final prospectus supplement first filed with the Commission pursuant to and within the time limits described in Rule 424(b) under the Act. Each Any preliminary prospectus included in relating to the Registration Statement Shares prior to the time it becomes effective date hereof, together with the base prospectus is herein referred to as a “Preliminary Prospectus”. Any reference herein to the Registration Statement, any Rule 462(b) Registration Statement, any Preliminary Prospectus or to the Prospectus or to any amendment or supplement to any of the foregoing documents shall be deemed to refer to and include the filing of any document under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations promulgated thereunder, which is or is deemed to be incorporated by reference in the Registration Statement, the Rule 462(b) Registration Statement, the Preliminary Prospectus or the Prospectus, as the case may be, and, in the case of any reference herein to the Prospectus, also shall be deemed to include any documents incorporated by reference therein, and any supplements or amendments thereto, filed with the Commission after the date of filing of the final prospectus supplement under Rule 424(b) under the Act, and prior to the termination of the offering of the Shares by the Underwriters.

Representations and Warranties of the Company and the Selling Stockholders. (a) The Company and each of the Selling Stockholders represents and warrants to each of the several Underwriters as followsthat: (ia) A registration statement on Form S-1 S-3 (File No. 333-136913333-_______) with respect to the Common Shares has been prepared by the Company in conformity with the requirements of the Securities Act of 1933, as amended (the “"Act”"), and the rules and regulations (the “"Rules and Regulations”") of the Securities and Exchange Commission (the “"Commission”") thereunder thereunder, and has been filed with the Commission. Copies The Company has prepared and has filed or proposes to file prior to the effective date of such registration statement an amendment or amendments to such registration statement, which amendment or amendments have been or will be similarly prepared. There have been delivered to you two signed copies of such registration statement and amendments, together with two copies of each exhibit filed therewith. Conformed copies of such registration statement and amendments (but without exhibits) and of the related preliminary prospectus have been delivered to you in such reasonable quantities as you have requested for each of the Underwriters. The Company will next file with the Commission one of the following: (i) prior to effectiveness of such registration statement, including any amendments a further amendment thereto, including the preliminary prospectuses form of final prospectus, (meeting the requirements ii) a final prospectus in accordance with Rules 430A and 424(b) of the Rules and Regulations, or (iii) contained therein a term sheet (the "Term Sheet") as described in and in accordance with Rules 434 and 424(b) of the exhibitsRules and Regulations. As filed, financial statements the final prospectus, if one is used, or the Term Sheet and schedulesPreliminary Prospectus (as hereinafter defined), if a final prospectus is not used, shall include all Rule 430A Information (as finally amended hereinafter defined) and, except to the extent that you shall agree in writing to a modification, shall be in all substantive respects in the form furnished to you prior to the date and revised, have heretofore been time that this Agreement was executed and delivered by the Company parties hereto, or, to you. Such registration statementthe extent not completed at such date and time, together with any registration statement filed by the Company pursuant to Rule 462(b) under the Act, is herein referred to as the “Registration Statement”, which shall be deemed to include all contain only such specific additional information omitted therefrom in reliance upon Rules 430A, 430B or 430C under the Act and other changes (beyond that contained in the latest Preliminary Prospectus referred to below, has become effective under (as hereinafter defined)) as the Act and no post-effective amendment to the Registration Statement has been filed as of the date of this Agreement. “Prospectus” means the form of prospectus first filed with the Commission pursuant to and within the time limits described Company shall have previously advised you in Rule 424(b) under the Act. Each preliminary prospectus writing would be included in the Registration Statement prior to the time it becomes effective is herein referred to as a “Preliminary Prospectus”or made therein.

Representations and Warranties of the Company and the Selling Stockholders. (a) The Company represents and warrants to each of the Underwriters as follows: (i) A registration statement on Form S-1 (File No. 333-136913333- ___________) with respect to the Shares has been carefully prepared by the Company in conformity with the requirements of the Securities Act of 1933, as amended (the “"Act”"), and the rules Rules and regulations Regulations (the “"Rules and Regulations”") of the Securities and Exchange Commission (the “"Commission”") thereunder and has been filed with the Commission. Copies of such registration statement, including any amendments thereto, the preliminary prospectuses (meeting the requirements of the Rules and Regulations) contained therein and the exhibits, financial statements and schedules, as finally amended and revised, have heretofore been delivered by the Company to you. Such registration statement, together with any registration statement filed by the Company pursuant to Rule 462(b) under of the Act, is herein referred to as the “"Registration Statement”, ," which shall be deemed to include all information omitted therefrom in reliance upon Rules 430A, 430B or 430C under the Act Rule 430A and contained in the Prospectus referred to below, has become effective under the Act and no post-effective amendment to the Registration Statement has been filed as of the date of this Agreement. “"Prospectus” " means (a) the form of prospectus first filed with the Commission pursuant to and within Rule 424(b) or (b) the last preliminary prospectus included in the Registration Statement filed prior to the time limits described in it becomes effective or filed pursuant to Rule 424(b424(a) under the Act that is delivered by the Company to the Underwriters for delivery to purchasers of the Shares, together with the term sheet or abbreviated term sheet filed with the Commission pursuant to Rule 424(b)(7) under the Act. Each preliminary prospectus included in the Registration Statement prior to the time it becomes effective is herein referred to as a “"Preliminary Prospectus”." Any reference herein to any Prospectus shall be deemed to include any supplements or amendments thereto, filed with the Commission after the date of filing of the Prospectus under Rules 424(b) or 430A, and prior to the termination of the offering of the Shares by the Underwriters.

Representations and Warranties of the Company and the Selling Stockholders. (a) The Company represents and warrants to each of the Underwriters as follows: (i) A registration statement on Form S-1 S-3 (File No. 333-13691331949) with respect to the Shares has been carefully prepared by the Company in conformity with the requirements of the Securities Act of 1933, as amended (the “Act”)amended, and the rules and regulations (the “Rules and Regulations”) of the Securities and Exchange Commission (the “"Commission”") thereunder (the "Act") and has been filed with the CommissionCommission under the Act. The Company has complied with the conditions for the use of Form S-3. Copies of such registration statement, including any amendments thereto, the preliminary prospectuses (meeting the requirements of the Rules and RegulationsAct) contained therein and the exhibits, financial statements and schedules, as finally amended and revised, have heretofore been delivered by the Company to you. Such registration statement, together with any registration statement filed by the Company pursuant to Rule 462(b462 (b) under of the Act, is herein referred to as the “"Registration Statement”, ," which shall be deemed to include all information omitted therefrom in reliance upon Rules 430A, 430B or 430C under the Act Rule 430A and contained in the Prospectus referred to below, has become effective under the Act and no post-effective amendment to the Registration Statement has been filed as of the date of this Agreement. “"Prospectus” " means (a) the form of prospectus first filed with the Commission pursuant to and within Rule 424(b) or (b) the last preliminary prospectus included in the Registration Statement filed prior to the time limits described in it becomes effective or filed pursuant to Rule 424(b424(a) under the Act that is delivered by the Company to the Underwriters for delivery to purchasers of the Shares, together with the term sheet or abbreviated term sheet filed with the Commission pursuant to Rule 424(b)(7) under the Act. Each preliminary prospectus included in the Registration Statement prior to the time it becomes effective is herein referred to as a “"Preliminary Prospectus”." Any reference herein to the Registration Statement, any Preliminary Prospectus or to the Prospectus shall be deemed to refer to and include any documents respectively incorporated by reference therein, and any supplements or amendments thereto, filed with the Commission after the date of filing of the Prospectus under Rules 424(b) or 430A, and prior to the termination of the offering of the Shares by the Underwriters hereunder.

Representations and Warranties of the Company and the Selling Stockholders. (a) The Company represents and warrants to to, and agrees with, each of the Underwriters as followsthat: (i) A registration statement on Form S-1 S-3 (File No. 333-13691371109) with respect to the Shares Shares, including a prospectus subject to completion, has been prepared filed by the Company in conformity with the requirements of Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the “"Act”"), and one or more amendments to such registration statement may have been so filed. The Company meets the rules and regulations (requirements for use of Form S-3 under the “Rules and Regulations”) Act. After the execution of this Agreement, the Securities and Exchange Commission (the “Commission”) thereunder and has been filed Company will file with the Commission. Copies of Commission either (i) if such registration statement, including any amendments thereto, the preliminary prospectuses (meeting the requirements of the Rules and Regulations) contained therein and the exhibits, financial statements and schedules, as finally amended and revised, it may have heretofore been delivered by the Company to you. Such registration statement, together with any registration statement filed by the Company pursuant to Rule 462(b) under the Act, is herein referred to as the “Registration Statement”, which shall be deemed to include all information omitted therefrom in reliance upon Rules 430A, 430B or 430C under the Act and contained in the Prospectus referred to belowamended, has become effective under the Act and no post-effective information has been omitted therefrom in accordance with Rule 430A under the Act, either (A) if the Company relies on Rule 434 under the Act, a term sheet relating to the shares that shall identify the preliminary prospectus that it supplements containing such information as is required or permitted by Rules 434, 430A and 424(b) under the Act or (B) if the Company does not rely on Rule 434 under the Act, a prospectus in the form most recently included in an amendment to such registration statement (or, if no such amendment shall have been filed, in such registration statement) with such changes or insertions as are required by Rule 430A or permitted by Rule 424(b) under the Registration Statement Act and as have been provided to and approved by the Representatives, or (ii) if such registration statement, as it may have been amended, has not become effective under the Act, an amendment to such registration statement, including a form of prospectus, a copy of which amendment has been filed as of provided to and approved by the date Representatives prior to the execution of this Agreement. “Prospectus” The Company may also file a related registration statement with the Commission pursuant to Rule 462(b) under the Act for the purpose of registering certain additional shares of Common Stock, which registration statement will be effective upon filing with the Commission. As used in this Agreement, the term "Original Registration Statement" means the form registration statement initially filed relating to the Shares, as amended at the time when it was or is declared effective, including all financial statement schedules and exhibits thereto, all documents incorporated by reference therein filed under the Securities Exchange Act of prospectus first 1934 (the "Exchange Act") and any information omitted therefrom pursuant to Rule 430A under the Act and included in the Prospectus (as hereinafter defined); the term "Rule 462(b) Registration Statement" means any registration statement filed with the Commission pursuant to and within the time limits described in Rule 424(b462(b) under the Act. Each preliminary Act (including the Original Registration Statement and any Preliminary Prospectus (as hereinafter defined) or Prospectus incorporated therein at the time such Original Registration Statement becomes effective); the term "Registration Statement" includes both the Original Registration Statement and any Rule 462(b) Registration Statement; the term "Preliminary Prospectus" means each prospectus subject to completion included in the Registration Statement prior to the time it becomes effective is herein referred to as a “Preliminary Prospectus”.such registration statement or any

Representations and Warranties of the Company and the Selling Stockholders. (a) The Company represents and warrants to each of the Underwriters as follows: (i) A registration statement on Form S-1 S-3 (File No. 333-136913333-_______) with respect to the Shares has been carefully prepared by the Company in conformity with the requirements of the Securities Act of 1933, as amended (the “"Act”"), and the rules Rules and regulations Regulations (the “"Rules and Regulations”") of the Securities and Exchange Commission (the “"Commission”") thereunder and has been filed with the Commission. Copies of such registration statement, including any amendments thereto, the preliminary prospectuses (meeting the requirements of the Rules and Regulations) contained therein and the exhibits, financial statements and schedules, as finally amended and revised, have heretofore been delivered by the Company to you. Such registration statement, together with any registration statement filed by the Company pursuant to Rule 462(b462 (b) under of the Act, is herein referred to as the “"Registration Statement”, ," which shall be deemed to include all information omitted therefrom in reliance upon Rules 430A, 430B or 430C under the Act Rule 430A and contained in the Prospectus referred to below, has become effective under the Act and no post-effective amendment to the Registration Statement has been filed as of the date of this Agreement. “"Prospectus” " means (a) the form of prospectus first filed with the Commission pursuant to and within Rule 424(b) or (b) the last preliminary prospectus included in the Registration Statement filed prior to the time limits described in it becomes effective or filed pursuant to Rule 424(b424(a) under the Act that is delivered by the Company to the Underwriters for delivery to purchasers of the Shares, together with the term sheet or abbreviated term sheet filed with the Commission pursuant to Rule 424(b)(7) under the Act. Each preliminary prospectus included in the Registration Statement prior to the time it becomes effective is herein referred to as a “"Preliminary Prospectus”." Any reference herein to the Registration Statement, any Preliminary Prospectus or to the Prospectus shall be deemed to refer to and include any documents incorporated by reference therein, and, in the case of any reference herein to any Prospectus, also shall be deemed to include any documents incorporated by reference therein, and any supplements or amendments thereto, filed with the Commission after the date of filing of the Prospectus under Rules 424(b) or 430A, and prior to the termination of the offering of the Shares by the Underwriters.

Representations and Warranties of the Company and the Selling Stockholders. (a) The Company hereby represents and warrants to each of the Underwriters as follows: (i) A registration statement on Form S-1 S-3 (File No. 333-136913333- ) with respect to the Shares has been prepared by the Company in conformity with the requirements of the Securities Act of 1933, as amended (the “"Act”"), and the rules Rules and regulations Regulations (the “"Rules and Regulations”") of the Securities and Exchange Commission (the “"Commission”") thereunder and has been filed with the CommissionCommission under the Act. The Company has complied with the conditions for the use of Form S-3. Copies of such registration statement, including any amendments thereto, the preliminary prospectuses (meeting the requirements of the Rules and Regulations) contained therein and the exhibits, financial statements and schedules, as finally amended and revised, have heretofore been delivered by the Company to you. Such registration statement, together with any registration statement filed by the Company pursuant to Rule 462(b462 (b) under of the Act, is herein referred to as the “"Registration Statement”, ," which shall be deemed to include all information omitted therefrom in reliance upon Rules 430A, 430B or 430C under the Act Rule 430A and contained in the Prospectus referred to below, has become effective under the Act and no post-effective amendment to the Registration Statement has been filed as of the date of this Agreement. “"Prospectus” " means (a) the form of prospectus first filed with the Commission pursuant to and within Rule 424(b) or (b) the last preliminary prospectus included in the Registration Statement filed prior to the time limits described in it becomes effective or filed pursuant to Rule 424(b424(a) under the Act that is delivered by the Company to the Underwriters for delivery to purchasers of the Shares, together with the term sheet, if any, or abbreviated term sheet filed with the Commission pursuant to Rule 424(b)(7) under the Act. Each preliminary prospectus included in the Registration Statement prior to the time it becomes effective is herein referred to as a “"Preliminary Prospectus”." Any reference herein to the Registration Statement, any Preliminary Prospectus or to the Prospectus shall be deemed to refer to and include any documents incorporated by reference therein, and, in the case of any reference herein to any Prospectus, also shall be deemed to include any documents incorporated by reference therein, and any supplements or amendments thereto, filed with the Commission after the date of filing of the Prospectus under Rules 424(b) or 430A, and prior to the termination of the offering of the Shares by the Underwriters.

Representations and Warranties of the Company and the Selling Stockholders. (a) The Company represents and warrants to each of the Selling Stockholders (with the exception of Xxxxxxx Xxxxxxx) severally represent and warrant to the several Underwriters as followsthat: (ia) A registration statement on Form S-1 (File No. 333-136913333-___) with respect to the Common Shares has been prepared by the Company in conformity with the requirements of the Securities Act of 1933, as amended (the “"Act”"), and the rules and regulations (the “"Rules and Regulations”") of the Securities and Exchange Commission (the “"Commission”") thereunder thereunder, and has been filed with the Commission. Copies The Company has prepared and has filed or proposes to file prior to the effective date of such registration statement an amendment or amendments to such registration statement, which amendment or amendments have been or will be similarly prepared. There have been delivered to you two signed copies of such registration statement and amendments, together with two copies of each exhibit filed therewith. Conformed copies of such registration statement and amendments (but without exhibits) and of the related preliminary prospectus have been delivered to you in such reasonable quantities as you have requested for each of the Underwriters. The Company will next file with the Commission one of the following: (i) prior to effectiveness of such registration statement, including any amendments a further amendment thereto, including the preliminary prospectuses form of final prospectus, (meeting the requirements ii) a final prospectus in accordance with Rules 430A and 424(b) of the Rules and Regulations) contained therein . As filed, such amendment and form of final prospectus, or such final prospectus, shall include all Rule 430A Information and, except to the exhibitsextent that you shall agree in writing to a modification, financial statements shall be in all substantive respects in the form furnished to you prior to the date and schedules, as finally amended time that this Agreement was executed and revised, have heretofore been delivered by the Company parties hereto, or, to you. Such registration statementthe extent not completed at such date and time, together with any registration statement filed by the Company pursuant to Rule 462(b) under the Act, is herein referred to as the “Registration Statement”, which shall be deemed to include all contain only such specific additional information omitted therefrom in reliance upon Rules 430A, 430B or 430C under the Act and other changes (beyond that contained in the Prospectus referred to below, has become effective under the Act and no post-effective amendment to the Registration Statement has been filed as of the date of this Agreement. “Prospectus” means the form of prospectus first filed with the Commission pursuant to and within the time limits described in Rule 424(b) under the Act. Each preliminary prospectus included in the Registration Statement prior to the time it becomes effective is herein referred to as a “latest Preliminary Prospectus”) as the Company shall have previously advised you in writing would be included or made therein.

Representations and Warranties of the Company and the Selling Stockholders. (a) The Company represents and warrants to each of the Underwriters as follows: (i) A registration statement on Form S-1 (File No. 333-13691370621) with respect to the Shares has been prepared by the Company in conformity with the requirements of the Securities Act of 1933, as amended (the “"Act”"), and the rules Rules and regulations Regulations (the “"Rules and Regulations”") of the Securities and Exchange Commission (the “"Commission”") thereunder and has been filed with the Commission. Copies of such registration statement, including any amendments thereto, the preliminary prospectuses (meeting the requirements of the Rules and Regulations) contained therein and the exhibits, financial statements and schedules, as finally amended and revised, have heretofore been delivered by the Company to you. Such registration statement, together with any registration statement filed by the Company pursuant to Rule 462(b) under of the Act, is herein referred to as the “"Registration Statement”, ," which shall be deemed to include all information omitted therefrom in reliance upon Rules 430A, 430B or 430C under the Act Rule 430A and contained in the Prospectus referred to below, has become effective under the Act and no post-effective amendment to the Registration Statement has been filed as of the date of this Agreement. “"Prospectus” " means the form of prospectus first filed with the Commission pursuant to and within the time limits described in Rule 424(b) under the Act). Each preliminary prospectus included in the Registration Statement prior to the time it becomes effective is herein referred to as a “"Preliminary Prospectus”."

Representations and Warranties of the Company and the Selling Stockholders. A. The Company and the Firm Share Sellers, jointly and severally, represent and warrant to each Underwriter as follows: (a) The Company represents and warrants to each of the Underwriters as follows: (i) A registration statement on Form S-1 (File No. 333-136913) with respect to the Shares has been prepared by the Company in conformity with meets the requirements for the use of Form S-3 under the Securities Act of 1933, as amended (the “"Act”"), and the rules has prepared and regulations (the “Rules and Regulations”) of filed with the Securities and Exchange Commission (the “"Commission”"), pursuant to the Act and the rules and regulations promulgated by the Commission thereunder (the "Regulations"), a registration statement on Form S-3 (File No. 333-38711) thereunder relating to the Shares and has been filed one amendment thereto, each including a preliminary prospectus. The Company next proposes to file with the Commission. Copies , after the effectiveness of such registration statement, a final prospectus in accordance with Rules 430A and 424(b)(1) or 424(b)(4) of the Regulations, the documents so filed in either case to include all Rule 430A Information (as hereinafter defined) and to conform, in content and form, to the last printer's proof thereof furnished to and approved by the Representatives immediately prior to such filing. As used in this Agreement, (i) the term "Effective Date" means the date that the registration statement hereinabove referred to is declared effective by the Commission, (ii) the term "Registration Statement" means such registration statement as last amended prior to the time the same was declared effective by the Commission, including any amendments all exhibits and schedules thereto, the preliminary prospectuses all documents (meeting the requirements of the Rules and Regulations) contained therein and the exhibitsincluding financial statements, financial statements schedules and schedules, as finally amended exhibits) incorporated therein by reference and revised, have heretofore been delivered by all Rule 430A Information deemed to be included therein at the Company to you. Such registration statement, together with any registration statement filed by the Company Effective Date pursuant to Rule 462(b430A of the Regulations, (iii) under the Actterm "Rule 430A Information" means information with respect to the Shares and the public offering thereof permitted, is herein referred pursuant to as the “Registration Statement”provisions of paragraph (a) of Rule 430A of the Regulations, which shall to be deemed to include all information omitted therefrom from the form of prospectus included in reliance upon Rules 430A, 430B or 430C under the Act and contained in the Prospectus referred to below, has become effective under the Act and no post-effective amendment to the Registration Statement has been filed as of at the date of this Agreement. “time it is declared effective by the Commission, (iv) the term "Prospectus” " means the form of final prospectus relating to the Shares first filed with the Commission pursuant to and within the time limits described in Rule 424(b) under of the Act. Each preliminary Regulations or, if no filing pursuant to Rule 424(b) is required, the form of final prospectus included in the Registration Statement prior to at the time it becomes effective is herein referred to as a “Preliminary Prospectus”.Effective Date and (v) the term

Representations and Warranties of the Company and the Selling Stockholders. (a) The Company represents and warrants to each of to, and agrees with, the several Underwriters as followsthat: (i) A The Company has filed with the Securities and Exchange Commission (the "Commission") a registration statement, and may have filed one or more amendments thereto, on Form S-2 (Registration No. 33-61921), including in such registration statement on Form S-1 and each such amendment a related preliminary prospectus (File No. 333-136913) with respect to a "Preliminary Prospectus"), for the registration of the Shares has been prepared by and the Company Option Shares, in conformity with the requirements of the Securities Act of 1933, as amended (the “"Act”"). In addition, and the rules and regulations (the “Rules and Regulations”) of the Securities and Exchange Commission (the “Commission”) thereunder and Company has been filed with the Commission. Copies of or will promptly file a further amendment to such registration statement, including any amendments thereto, in the preliminary prospectuses (meeting the requirements of the Rules and Regulations) contained therein and the exhibits, financial statements and schedules, as finally amended and revised, have form heretofore been delivered by the Company to you. Such As used in this Agreement, the term "Registration Statement" means such registration statement, together with any registration statement filed by the Company pursuant to Rule 462(b) under the Actas amended, is herein referred to as the “Registration Statement”, which shall be deemed to include all information omitted therefrom in reliance upon Rules 430A, 430B or 430C under the Act and contained in the Prospectus referred to below, has become effective under the Act and no post-effective amendment to the Registration Statement has been filed as of the date of this Agreement. “Prospectus” means the form of prospectus first filed on file with the Commission pursuant to and within at the time limits described in Rule 424(b) under such registration statement becomes effective (including the Act. Each preliminary prospectus included in the prospectus, financial statements, exhibits, and all other documents filed as a part thereof or incorporated by reference directly or indirectly therein (such incorporated documents being herein collectively "Incorporated Documents")), provided that such Registration Statement prior to Statement, at the time it becomes effective effective, may omit such information as is herein referred permitted to as a “Preliminary Prospectus”.be omitted from the Registration Statement

Representations and Warranties of the Company and the Selling Stockholders. (a) The Each of the Company and Selling Stockholder A, severally and not jointly, represents and warrants to each of the Underwriters as follows: (i) A registration statement on Form S-1 (File No. 333-136913139291) with respect to the Shares has been prepared by the Company in conformity with the requirements of the Securities Act of 1933, as amended (the “Act”), and the rules and regulations (the “Rules and Regulations”) of the Securities and Exchange Commission (the “Commission”) thereunder and has been filed with the Commission. Copies of such registration statement, including any amendments thereto, the preliminary prospectuses (meeting the requirements of the Rules and Regulations) contained therein and the exhibits, exhibits and financial statements and schedulesstatements, as finally amended and revised, have heretofore been delivered by the Company to you. Such registration statement, together with any registration statement filed by the Company pursuant to Rule 462(b) under the Act, is herein referred to as the “Registration Statement”, ,” which shall be deemed to include all information omitted therefrom in reliance upon Rules 430A, 430B or 430C under the Act and contained in the Prospectus referred to below, has become effective under the Act and no post-effective amendment to the Registration Statement has been filed as of the date of this Agreement. “Prospectus” means the form of prospectus first filed with the Commission pursuant to and within the time limits described in Rule 424(b) under the Act. Each preliminary prospectus included in the Registration Statement prior to the time it becomes effective is herein referred to as a “Preliminary Prospectus.” The Company has prepared and filed, in accordance with Section 12 of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), a registration statement (as may be amended prior to the time of execution of this Agreement, the “Exchange Act Registration Statement”) on Form 8-A (File No. 000-51934) under the Exchange Act to register, under Section 12(b) of the Exchange Act, the class of securities consisting of the Common Stock.

Representations and Warranties of the Company and the Selling Stockholders. (a) The Company represents and warrants to each of the Underwriters as follows: (i) A registration statement on Form S-1 S-3 (File No. 333-13691343501) with respect to the Shares has been carefully prepared by the Company in conformity with the requirements of the Securities Act of 1933, as amended (the “"Securities Act”"), and the rules Rules and regulations Regulations (the “"Rules and Regulations”") of the Securities and Exchange Commission (the “"Commission”") thereunder and has been filed with the Commission. The Company has complied with the conditions for the use of Form S-3 in connection with the transactions contemplated by this Agreement. Copies of such registration statement, including any amendments thereto, the preliminary prospectuses (meeting the requirements of the Rules and Regulations) contained therein and the exhibits, financial statements and schedules, as finally amended and revised, have heretofore been delivered by the Company to you. Such registration statement, together with any registration statement filed by the Company pursuant to Rule 462(b462 (b) under of the Act, is herein referred to as the “"Registration Statement”, ," which shall be deemed to include all information omitted therefrom in reliance upon Rules 430A, 430B or 430C under the Act Rule 430A and contained in the Prospectus referred to below, has become effective under the Act and no post-effective amendment to the Registration Statement has been filed as of the date of this Agreement. “"Prospectus” " means (a) the form of prospectus first filed with the Commission pursuant to and within Rule 424(b) or (b) the last preliminary prospectus included in the Registration Statement filed prior to the time limits described in it becomes effective or filed pursuant to Rule 424(b424(a) under the Act that is delivered by the Company to the Underwriters for delivery to purchasers of the Shares, together with the term sheet or abbreviated term sheet, if any, filed with the Commission pursuant to Rule 424(b)(7) under the Act. Each preliminary prospectus included in the Registration Statement prior to the time it becomes effective is herein referred to as a “"Preliminary Prospectus”." Any reference herein to the Registration Statement, any Preliminary Prospectus or to the Prospectus shall be deemed to refer to and include any documents incorporated by reference therein, and, in the case of any reference herein to any Prospectus, also shall be deemed to include any documents incorporated by reference therein, and any supplements or amendments thereto, filed with the Commission after the date of filing of the Prospectus under Rules 424(b) or 430A, and prior to the termination of the offering of the Shares by the Underwriters (the "Offering").

Representations and Warranties of the Company and the Selling Stockholders. (a) The Company represents and warrants to each of the Underwriters as follows: (i) A registration statement on Form S-1 S-3 (File No. 333-136913120653) with respect to the Shares Shares, including a form of prospectus (the “Base Prospectus”), has been prepared and filed, and subsequently amended on a pre-effective basis, by the Company in conformity with the requirements of the Securities Act of 1933, as amended (the “Act”), and the rules and regulations (the “Rules and Regulations”) of the Securities and Exchange Commission (the “Commission”) thereunder and has been filed with the Commission. The Company and the transactions contemplated by this Agreement meet the requirements and comply with the conditions for the use of Form S-3. There are no contracts or documents required to be filed as exhibits or incorporated by reference in the Registration Statement that are not so filed or incorporated by reference. The Company has prepared a prospectus supplement (the “Prospectus Supplement”) to the Base Prospectus included as part of such registration statement setting forth the terms of the offering, sale and plan of distribution of the Shares and additional information concerning the Company and its business. Copies of such registration statement, including any amendments thereto, the Base Prospectus, as supplemented by the preliminary prospectuses Prospectus Supplement (meeting the requirements of the Rules and Regulations) contained therein ), and including the documents incorporated in such Base Prospectus by reference (the “Preliminary Prospectus”), and the exhibits, financial statements and schedules, as finally amended and revised, have heretofore been delivered by the Company to youyou or are publicly available. Such registration statement, together with any registration statement filed by the Company pursuant to Rule 462(b) under of the Act, is herein referred to as the “Registration Statement”, which ,” shall be deemed to include all information omitted therefrom in reliance upon Rules 430A, 430B or 430C under the Act Rule 430A and contained in the Prospectus referred to below, has become effective under the Act and no post-effective amendment to the Registration Statement has been filed as of the date of this Agreement. “Prospectus” means the form of prospectus first filed with the Commission pursuant to and within the time limits described in Rule 424(b) under ), containing the ActBase Prospectus and the Prospectus Supplement. Each preliminary prospectus included Any reference herein to the Registration Statement, any Preliminary Prospectus or to the Prospectus or to any amendment or supplement to any of the foregoing documents shall be deemed to refer to and include any documents incorporated by reference therein, and, in the Registration Statement case of any reference herein to any Prospectus, also shall be deemed to include any documents incorporated by reference therein, and any supplements or amendments thereto, filed with the Commission after the date of filing of the Prospectus under Rules 424(b) or 430A, and prior to the time it becomes effective is herein referred to as a “Preliminary Prospectus”termination of the offering of the Shares by the Underwriters.

Representations and Warranties of the Company and the Selling Stockholders. (a) The Company represents and warrants to each of the Underwriters as follows: (i) A registration statement on Form S-1 S-3 (File No. 333-136913135878) with respect to the Shares has been prepared by the Company in conformity with the requirements of the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations (the “Rules and Regulations”) of the Securities and Exchange Commission (the “Commission”) thereunder and has been filed with the Commission. The Company and the transactions contemplated by this Agreement meet the requirements and comply with the conditions for the use of Form S-3. Copies of such registration statement, including any amendments thereto, the preliminary prospectuses (meeting the requirements of the Rules and Regulations) contained therein and the exhibits, financial statements and schedules, as finally amended and revised, have heretofore been delivered by the Company to you. Such registration statement, together with any registration statement filed by the Company pursuant to Rule 462(b) under the Act, is herein referred to as the “Registration Statement”, which shall be deemed to include all information omitted therefrom in reliance upon Rules 430A, 430B or 430C under the Securities Act and contained in the Prospectus referred to below, has become effective under the Securities Act and no post-effective amendment to the Registration Statement has been filed as of the date of this Agreement. “Prospectus” means the form of prospectus first filed with the Commission pursuant to and within the time limits described in Rule 424(b) under the Act. Each preliminary prospectus included in the Registration Statement prior to the time it becomes effective is herein referred to as a “Preliminary Prospectus”. Any reference herein to the Registration Statement, any Preliminary Prospectus or to the Prospectus or to any amendment or supplement to any of the foregoing documents shall be deemed to refer to and include any documents incorporated by reference therein, and, in the case of any reference herein to the Prospectus, also shall be deemed to include any documents incorporated by reference therein, and any supplements or amendments thereto, filed with the Commission after the date of filing of the Prospectus under Rule 424(b) under the Act, and prior to the termination of the offering of the Shares by the Underwriters.

Representations and Warranties of the Company and the Selling Stockholders. (a) The Company represents and warrants to each of the Underwriters as follows: (i) A registration statement on Form S-1 (File No. 333-136913170711) with respect to the Shares has been prepared by the Company in conformity in all material respects with the requirements of the Securities Act of 1933, as amended (the “Act”), and the rules and regulations (the “Rules and Regulations”) of the Securities and Exchange Commission (the “Commission”) thereunder and has been filed with the Commission. Copies of such registration statement, including any amendments thereto, the preliminary prospectuses (meeting in all material respects the requirements of the Rules and Regulations) contained therein and the exhibits, financial statements and schedules, as finally amended and revised, have heretofore been delivered by the Company to you. Such registration statement, including any amendments thereto, together with any registration statement filed by the Company pursuant to Rule 462(b) under the Act, is herein referred to as the “Registration Statement”, ,” which shall be deemed to include all information omitted therefrom in reliance upon Rules 430A, 430B or 430C under the Act and contained in the Prospectus referred to below, has become effective under the Act and no post-effective amendment to the Registration Statement has been filed as of the date of this Agreement. “Prospectus” means the form of prospectus first filed with the Commission pursuant to and within the time limits described in Rule 424(b) under the Act. Each preliminary prospectus included in the Registration Statement prior to the time it becomes effective is herein referred to as a “Preliminary Prospectus.”.

Representations and Warranties of the Company and the Selling Stockholders. (a) The Company represents and warrants to each of the Underwriters as follows: (i) A registration statement on Form S-1 S-3 (File No. 333-136913333-_________) with respect to the Shares has been carefully prepared by the Company in conformity with the requirements of the Securities Act of 1933, as amended (the “"Act”"), and the rules Rules and regulations Regulations (the “"Rules and Regulations”") of the Securities and Exchange Commission (the “"Commission”") thereunder and has been filed with the Commission. Copies of such registration statement, including any amendments thereto, the preliminary prospectuses (meeting the requirements of the Rules and Regulations) contained therein and the exhibits, financial statements and schedules, as finally amended and revised, have heretofore been delivered by the Company to you. Such registration statement, together with any registration statement filed by the Company pursuant to Rule 462(b462 (b) under of the Act, is herein referred to as the “"Registration Statement”, ," which shall be deemed to include all information omitted therefrom in reliance upon Rules 430A, 430B or 430C under the Act Rule 430A and contained in the Prospectus referred to below, has become effective under the Act and no post-effective amendment to the Registration Statement has been filed as of the date of this Agreement. “"Prospectus” " means (a) the form of prospectus first filed with the Commission pursuant to and within Rule 424(b) or (b) the last preliminary prospectus included in the Registration Statement filed prior to the time limits described in it becomes effective or filed pursuant to Rule 424(b424(a) under the Act that is delivered by the Company to the Underwriters for delivery to purchasers of the Shares, together with the term sheet or abbreviated term sheet filed with the Commission pursuant to Rule 424(b)(7) under the Act. Each preliminary prospectus included in the Registration Statement prior to the time it becomes effective is herein referred to as a “"Preliminary Prospectus”." Any reference herein to any Prospectus shall be deemed to include any supplements or amendments thereto, filed with the Commission after the date of filing of the Prospectus under Rules 424(b) or 430A, and prior to the termination of the offering of the Shares by the Underwriters.

Representations and Warranties of the Company and the Selling Stockholders. (a) The Company represents and warrants each of the Management Selling Stockholders, jointly and severally, represent and warrant to each of the Underwriters as follows: (i) A registration statement on Form S-1 (File No. 333-13691360065) with respect to the Shares has been prepared by the Company in conformity with the requirements of the Securities Act of 1933, as amended (the “Act”"ACT"), and the rules Rules and regulations Regulations (the “Rules and Regulations”"RULES AND REGULATIONS") of the Securities and Exchange Commission (the “Commission”"COMMISSION") thereunder and has been filed with the Commission. Copies of such registration statement, including any amendments thereto, the preliminary prospectuses (meeting the requirements of the Rules and Regulations) contained therein and the exhibits, financial statements and schedules, as finally amended and revised, have heretofore been delivered by the Company to you. Such registration statement, together with any registration statement filed by the Company pursuant to Rule 462(b) under of the Act, is herein referred to as the “Registration "REGISTRATION Statement”, ," which shall be deemed to include all information omitted therefrom in reliance upon Rules 430A, 430B or 430C under the Act Rule 430A and contained in the Prospectus referred to below, has become effective under the Act and no post-effective amendment to the Registration Statement has been filed as of the date of this Agreement. “Prospectus” "PROSPECTUS" means the form of prospectus first filed with the Commission pursuant to and within the time limits described in Rule 424(b) under the Act). Each preliminary prospectus included in the Registration Statement prior to the time it becomes effective is herein referred to as a “Preliminary Prospectus”."

Representations and Warranties of the Company and the Selling Stockholders. (a) The Company represents and warrants to each to, and agrees with, the several Underwriters that as of the Underwriters date hereof, as follows:of the Applicable Time (as defined below) and as of each Closing Date (as defined below): (i) A The Company has filed with the Commission a registration statement on Form S-1 (File No. 333-136913161571) with respect to covering the Shares has been prepared by the Company in conformity with the requirements registration of the Offered Securities Act of 1933under the Act, as amended (including a related preliminary prospectus or prospectuses. At any particular time, this initial registration statement, in the “Act”), and the rules and regulations (the “Rules and Regulations”) of the Securities and Exchange Commission (the “Commission”) thereunder and has been filed form then on file with the Commission. Copies of such registration statement, including any amendments theretoall material then incorporated by reference therein, all information contained in the preliminary prospectuses (meeting the requirements of the Rules and Regulations) contained therein and the exhibits, financial statements and schedules, as finally amended and revised, have heretofore been delivered by the Company to you. Such registration statement, together with any registration statement filed by the Company (if any) pursuant to Rule 462(b) under and then deemed to be a part of the Actinitial registration statement, is herein and all 430A Information, that in any case has not then been superseded or modified, shall be referred to as the “Initial Registration Statement”. The Company may also have filed, which or may file with the Commission, a Rule 462(b) registration statement covering the registration of Offered Securities. At any particular time, this Rule 462(b) registration statement, in the form then on file with the Commission, including the contents of the Initial Registration Statement incorporated by reference therein and including all 430A Information, that in any case has not then been superseded or modified, shall be deemed to include all information omitted therefrom in reliance upon Rules 430A, 430B or 430C under the Act and contained in the Prospectus referred to belowas the “Additional Registration Statement”. As of the time of execution and delivery of this Agreement, the Initial Registration Statement has become been declared effective under the Act and no post-effective amendment is not proposed to the be amended. Any Additional Registration Statement has been filed as of the date of this Agreement. “Prospectus” means the form of prospectus first filed or will become effective upon filing with the Commission pursuant to Rule 462(b) and within the time limits described in Rule 424(b) is not proposed to be amended. The Offered Securities all have been or will be duly registered under the Act. Each preliminary prospectus included in Act pursuant to the Initial Registration Statement prior to and, if applicable, the time it becomes effective is herein referred to as a “Preliminary Prospectus”.Additional Registration Statement. For purposes of this Agreement:

Representations and Warranties of the Company and the Selling Stockholders. (ai) The Company represents and warrants to each of the Underwriters as follows: (ia) A registration statement on Form S-1 (File No. 333-136913333-[ ]) with respect to the Shares has been prepared by the Company in conformity with the requirements of the Securities Act of 1933, as amended (the “Act”), and the rules and regulations (the “Rules and Regulations”) of the Securities and Exchange Commission (the “Commission”) thereunder and has been filed with the Commission. Copies of such registration statement, including any amendments thereto, the preliminary prospectuses (meeting the requirements of the Rules and Regulations) contained therein and the exhibits, financial statements and schedules, as finally amended and revised, have heretofore been delivered by the Company to you. Such registration statement, together with any registration statement filed by the Company pursuant to Rule 462(b) under the Act, is herein referred to as the “Registration Statement”, ,” which shall be deemed to include all information omitted therefrom in reliance upon Rules 430A, 430B or 430C under the Act and contained in the Prospectus referred to below, has become effective under the Act and no post-effective amendment to the Registration Statement has been filed as of the date of this equity underwriting agreement (this “Agreement”). “Prospectus” means the form of prospectus first filed with the Commission pursuant to and within the time limits described in Rule 424(b) under the Act. Each preliminary prospectus included in the Registration Statement prior to the time it becomes effective is herein referred to as a “Preliminary Prospectus.”.

Representations and Warranties of the Company and the Selling Stockholders. (a) The Company represents and warrants to the Selling Stockholders jointly and severally represent and warrant to, and agree with, each of the several Underwriters as followsthat: (ia) A registration statement on Form S-1 S-3 (File No. 333-136913333-_________) with respect to the Shares Securities, including a prospectus subject to completion, has been prepared filed by the Company in conformity with the requirements of Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the “"Act”"), and one or more amendments to such registration statement may have been so filed. After the rules execution of this Agreement, the Company will file with the Commission either (i) if such registration statement, as it may have been amended, has been declared by the Commission to be effective under the Act, either (A) if the Company relies on Rule 434 under the Act, a Term Sheet (as hereinafter defined) relating to the Securities, that shall identify the Preliminary Prospectus (as hereinafter defined) that it supplements containing such information as is required or permitted by Rules 434, 430A and regulations 424(b) under the Act or (B) if the “Rules Company does not rely on Rule 434 under the Act, a prospectus in the form most recently included in an amendment to such registration statement (or, if no such amendment shall have been filed, in such registration statement), with such changes or insertions as are required by Rule 430A under the Act or permitted by Rule 424(b) under the Act, and Regulations”in the case of either clause (i)(A) or (i)(B) of this sentence as have been provided to and approved by the Securities and Exchange Representatives prior to the execution of this Agreement, or (ii) if such registration statement, as it may have been amended, has not been declared by the Commission (to be effective under the “Commission”) thereunder and has been filed with the Commission. Copies of Act, an amendment to such registration statement, including any amendments theretoa form of prospectus, the preliminary prospectuses (meeting the requirements a copy of the Rules which amendment has been furnished to and Regulations) contained therein and the exhibits, financial statements and schedules, as finally amended and revised, have heretofore been delivered approved by the Representatives prior to the execution of this Agreement. The Company to you. Such registration statement, together with any may also file a related registration statement filed by with the Company Commission pursuant to Rule 462(b) under the ActAct for the purpose of registering certain additional Securities, is herein referred to as which registration shall be effective upon filing with the “Commission. As used in this Agreement, the term "Original Registration Statement”" means the registration statement initially filed relating to the Securities, which shall be deemed to include as amended at the time when it was or is declared effective, including all financial schedules and exhibits thereto and including any information omitted therefrom in reliance upon Rules 430A, 430B or 430C pursuant to Rule 430A under the Act and contained included in the Prospectus referred to below, has become effective under (as hereinafter defined); the Act and no post-effective amendment to the term "Rule 462(b) Registration Statement has been filed as of the date of this Agreement. “Prospectus” Statement" means the form of prospectus first any registration statement filed with the Commission pursuant to and within the time limits described in Rule 424(b462(b) under the Act. Each preliminary Act (including the Registration Statement and any Preliminary Prospectus or Prospectus incorporated therein at the time such Registration Statement becomes effective); the term "Registration Statement" includes both the Original Registration Statement and any Rule 462(b) Registration Statement; the term "Preliminary Prospectus" means each prospectus subject to completion filed with such registration statement or any amendment thereto (including the prospectus subject to completion, if any, included in the Registration Statement prior to or any amendment thereto at the time it becomes effective is herein referred to as a “Preliminary Prospectus”.time