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, and agrees with, the several Underwriters as follows: (i) No order preventing or suspending the use of any Preliminary Prospectus has been issued by the Commission and each Preliminary Prospectus, at the time of filing thereof or the time of first use within the meaning of the Rules and Regulations, complied in all material respects with the requirements of the Securities Act and the Rules and Regulations and did not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; except that the foregoing shall not apply to statements in or omissions from any Preliminary Prospectus in reliance upon, and in conformity with, written information furnished to the Company by you, or by any Underwriter through you, specifically for use in the preparation thereof. (ii) As of the time any part of the Registration Statement (or any post-effective amendment thereto, including a registration statement (if any) filed pursuant to Rule 462(b) increasing the size of the offering registered under the Act) became effective, upon the filing or first use within the meaning of the Rules and Regulations of the Prospectus (or any supplement to the Prospectus) and at the First Closing Date and Second Closing Date (as hereinafter defined), (A) the Registration Statement and the Prospectus (in each case, as so amended and/or supplemented) conformed or will conform in all material respects to the requirements of the Act and the Rules and Regulations, (B) the Registration Statement (as so amended) did not or will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and (C) the Prospectus (as so supplemented) did not or will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances in which they are or were made, not misleading; except that the foregoing shall not apply to statements in or omissions from any such document in reliance upon, and in conformity with, written information furnished to the Company by you, or by any Underwriter through you, specifically for use in the preparation thereof. If the Registration Statement has been declared effective by the Commission, no stop order suspending the effectiveness of the Registration Statement has been issued, and, to the Company’s knowledge, no proceeding for that purpose has been initiated or threatened by the Commission. (iii) Neither (A) the Issuer-Represented General Free Writing Prospectus(es) issued at or prior to the Time of Sale and the Statutory Prospectus at the Time of Sale, all considered together (collectively, the “Time of Sale Disclosure Package”), nor (B) any individual Issuer-Represented Limited-Use Free Writing Prospectus, when considered together with the Time of Sale Disclosure Package, includes or included as of the Time of Sale any untrue statement of a material fact or omit or omitted as of the Time of Sale to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from any Statutory Prospectus or any Issuer-Represented Free Writing Prospectus based upon and in conformity with written information furnished to the Company by you or by any Underwriter through you specifically for use therein. As used in this paragraph and elsewhere in this Agreement:

Representations and Warranties of the Company and the Selling Stockholders. (a) The Company represents and warrants to, and agrees with, the several Underwriters as followsthat: (i) No order preventing A registration statement on Form S-1 (No. 333-135574) (“initial registration statement”) relating to the Offered Securities, including a related preliminary prospectus or suspending the use of any Preliminary Prospectus prospectuses, has been issued by filed with the Securities and Exchange Commission (“Commission”) and an additional registration statement (“additional registration statement”) relating to the Offered Securities may have been or may be filed with the Commission and each Preliminary Prospectus, at the time of filing thereof or the time of first use within the meaning of the Rules and Regulations, complied in all material respects with the requirements of pursuant to Rule 462(b) (“Rule 462(b)”) under the Securities Act and of 1933, as amended (the Rules and Regulations and did not contain an untrue statement “Act”). “Initial Registration Statement” as of a material fact or omit to state a material fact required to be stated therein or necessary to make any time means the statements thereininitial registration statement, in the light of form then filed with the circumstances under which they were madeCommission, not misleading; except that the foregoing shall not apply to statements in or omissions from any Preliminary Prospectus in reliance upon, and in conformity with, written including all information furnished to the Company by you, or by any Underwriter through you, specifically for use contained in the preparation thereof. (ii) As of the time any part of the Registration Statement (or any post-effective amendment thereto, including a additional registration statement (if any) and then deemed to be a part of the initial registration statement pursuant to the General Instructions of the Form on which it is filed and all information (if any) included in a prospectus then deemed to be a part of the initial registration statement pursuant to Rule 462(b430C (“Rule 430C”) increasing under the size Act or retroactively deemed to be a part of the offering registered initial registration statement pursuant to Rule 430A(b) (“Rule 430A(b)”) under the Act) became effectiveAct and that in any case has not then been superseded or modified. “Additional Registration Statement” as of any time means the additional registration statement, upon in the filing or first use within form then filed with the meaning Commission, including the contents of the Rules Initial Registration Statement incorporated by reference therein and Regulations including all information (if any) included in a prospectus then deemed to be a part of the Prospectus (additional registration statement pursuant to Rule 430C or any supplement retroactively deemed to be a part of the Prospectusadditional registration statement pursuant to Rule 430A(b) and at the First Closing Date and Second Closing Date (as hereinafter defined), (A) the that in any case has not then been superseded or modified. The Initial Registration Statement and the Prospectus (in each case, Additional Registration Statement are herein referred to collectively as so amended and/or supplemented) conformed or will conform in all material respects to the requirements “Registration Statements” and individually as a “Registration Statement”. “Registration Statement” as of any time means the Initial Registration Statement and any Additional Registration Statement as of such time. For purposes of the Act and the Rules and Regulationsforegoing definitions, (B) the information contained in a form of prospectus that is deemed retroactively to be a part of a Registration Statement (as so amended) did not or will not include an untrue statement of a material fact or omit pursuant to state a material fact required Rule 430A shall be considered to be stated therein or necessary to make the statements therein not misleading, and (C) the Prospectus (included in such Registration Statement as so supplemented) did not or will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances time specified in which they are or were madeRule 430A. As of the time of execution and delivery of this Agreement, not misleading; except that the foregoing shall not apply to statements in or omissions from any such document in reliance upon, and in conformity with, written information furnished to the Company by you, or by any Underwriter through you, specifically for use in the preparation thereof. If the Initial Registration Statement has been declared effective by under the Commission, no stop order suspending the effectiveness of the Act and is not proposed to be amended. Any Additional Registration Statement has or will become effective upon filing with the Commission pursuant to Rule 462(b) and is not proposed to be amended. The Offered Securities all have been issued, or will be duly registered under the Act pursuant to the Initial Registration Statement and, if applicable, the Additional Registration Statement. For purposes of this Agreement, “Effective Time” with respect to the Company’s knowledgeInitial Registration Statement or, no proceeding for that purpose has been initiated or threatened by the Commission. (iii) Neither (A) the Issuer-Represented General Free Writing Prospectus(es) issued at or if filed prior to the Time execution and delivery of Sale and the Statutory Prospectus at the Time of Sale, all considered together (collectivelythis Agreement, the “Time of Sale Disclosure Package”), nor (B) any individual Issuer-Represented Limited-Use Free Writing Prospectus, when considered together with Additional Registration Statement means the Time of Sale Disclosure Package, includes or included date and time as of which such Registration Statement was declared effective by the Time of Sale any untrue statement of a material fact or omit or omitted as of the Time of Sale to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from any Statutory Prospectus or any Issuer-Represented Free Writing Prospectus based upon and in conformity with written information furnished to the Company by you or by any Underwriter through you specifically for use therein. As used in this paragraph and elsewhere in this Agreement:Commission or

Representations and Warranties of the Company and the Selling Stockholders. (a) The Company represents and warrants to, and agrees with, the several Underwriters as follows: (i) No order preventing or suspending the use of any Preliminary Prospectus has been issued by the Commission and each the most recent Preliminary Prospectus, at the time of filing thereof or the time of first use within the meaning of the Rules and Regulations, complied in all material respects with the requirements of the Securities Act and the Rules and Regulations and and, when considered together with the information set forth on Schedule III, did not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; except that the foregoing shall not apply to statements in or omissions from any the most recent Preliminary Prospectus in reliance upon, and in conformity with, written information furnished to the Company by you, or by any Underwriter through you, specifically for use in the preparation thereof, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 6(h). (ii) As of the time any part of each of the Original Registration Statement and, if applicable, the 462(b) Registration Statement (or any post-effective amendment thereto, including a registration statement (if any) filed pursuant to Rule 462(b) increasing the size became effective and at all other subsequent times until expiration of the offering registered under the Act) became effectiveProspectus Delivery Period (as hereinafter defined), upon the filing or first use within the meaning of the Rules and Regulations of the Prospectus (or any supplement to the Prospectus) and at all other subsequent times until expiration of the Prospectus Delivery Period and at the First Closing Date and Second Closing Date (as hereinafter defined)Date, (A) the Registration Statement and the Prospectus (in each case, as so amended and/or supplemented) conformed or will conform in all material respects to the requirements of the Act and the Rules and Regulations, (B) the Registration Statement (as so amended) did not or will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and (C) the Prospectus (as so supplemented) did not or will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances in which they are or were made, not misleading; except that each of the foregoing shall not apply to statements in or omissions from any such document in reliance upon, and in conformity with, written information furnished to the Company by you, or by any Underwriter through you, specifically for use in the preparation thereof, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 6(h). If the Registration Statement has been declared effective by the Commission, no stop order suspending the effectiveness of the Registration Statement has been issued, and, to the Company’s knowledge, and no proceeding for that purpose has been initiated or or, to the Company’s knowledge, threatened by the Commission. (iii) Neither (A) the Issuer-Represented Issuer General Free Writing Prospectus(es) issued at or prior to the Time of Sale and set forth on Schedule III, the Statutory Prospectus at information on Schedule IV, and the Time of Salemost recent Preliminary Prospectus, all considered together (collectively, the “Time of Sale Disclosure Package”), nor (B) any individual Issuer-Represented Limited-Use Free Writing Prospectus, when considered together with the Time of Sale Disclosure Package, includes or included as of the Time of Sale any untrue statement of a material fact or omit or omitted as of the Time of Sale to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from any Statutory Prospectus or any Issuer-Represented Free Writing Prospectus based upon and in conformity with written information furnished to the Company by you or by any Underwriter through you specifically for use therein. As used in this paragraph and elsewhere in this Agreement:the

Representations and Warranties of the Company and the Selling Stockholders. (a) The Company represents and warrants to, and agrees with, the several Underwriters Underwriter as follows: (i) No order preventing or suspending the use of any Preliminary the Base Prospectus has been issued by the Commission. (ii) The Registration Statement was initially declared effective by the Commission under the Securities Act on November 30, 2006. The Company has not received any requests of the Commission for additional or supplemental information with respect to the Registration Statement. No stop order suspending the effectiveness of the Registration Statement is in effect and no proceedings for such purpose have been instituted or are pending or, to the best knowledge of the Company, are threatened by the Commission. (iii) Each part of the Registration Statement and any post-effective amendment thereto, at the time such part became effective (including each Preliminary deemed effective date with respect to the Underwriter pursuant to Rule 430B under the Securities Act), at all other subsequent times until the expiration of the Prospectus Delivery Period (as defined below), and at the Closing Date (as hereinafter defined), and the Prospectus (or any amendment or supplement to the Prospectus), at the time of filing thereof or the time of first use within the meaning of the Rules and Regulations, at all subsequent times until expiration of the Prospectus Delivery Period, and at the Closing Date complied and will comply in all material respects with the applicable requirements and provisions of the Securities Act and Act, the Rules and Regulations and did not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; except that the foregoing shall not apply to statements in or omissions from any Preliminary Prospectus in reliance upon, and in conformity with, written information furnished to the Company by you, or by any Underwriter through you, specifically for use in the preparation thereof. (ii) As of the time any part of the Registration Statement (or any post-effective amendment thereto, including a registration statement (if any) filed pursuant to Rule 462(b) increasing the size of the offering registered under the Act) became effective, upon the filing or first use within the meaning of the Rules and Regulations of the Prospectus (or any supplement to the Prospectus) and at the First Closing Date and Second Closing Date (as hereinafter defined), (A) the Registration Statement and the Prospectus (in each case, as so amended and/or supplemented) conformed or will conform in all material respects to the requirements of the Act and the Rules and Regulations, (B) the Registration Statement (as so amended) did not or will not include an contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Prospectus, as amended or supplemented, as of its date, or the time of first use within the meaning of the Rules and Regulations, at all subsequent times until the expiration of the Prospectus Delivery Period, and (C) at the Prospectus (as so supplemented) Closing Date, did not or and will not include an contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances in under which they are or were made, not misleading; except that . The representations and warranties set forth in the foregoing shall two immediately preceding sentences do not apply to statements in or omissions from the Registration Statement or any such document post-effective amendment thereto, or the Prospectus, or any amendments or supplements thereto, made in reliance upon, upon and in conformity with, with written information relating to an Underwriter furnished to the Company by you, or by any Underwriter through you, you specifically for use in the preparation thereof. If the Registration Statement has been declared effective by the Commission, no stop order suspending the effectiveness of the Registration Statement has been issued, and, to the Company’s knowledge, no proceeding for that purpose has been initiated or threatened by the Commission. (iiiiv) Neither (A) the Issuer-Represented General The Issuer Free Writing Prospectus(es) set forth on Schedule II issued at or prior to the Time of Sale and the Statutory Base Prospectus at and the Time of SaleIncorporated Documents and the pricing information set forth on the Pricing Information Annex on Schedule III hereto, all considered together (collectively, the “Time of Sale Disclosure Package”), nor (B) any individual Issuer-Represented Limited-Use Free Writing Prospectus, when considered together with the Time of Sale Disclosure Package, includes does not include or included will not include as of the Time of Sale any untrue statement of a material fact or omit or omitted will not omit as of the Time of Sale to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from any Statutory the Base Prospectus included in the Registration Statement or any Issuer-Represented Issuer Free Writing Prospectus based upon and in conformity with written information furnished to the Company by you or by any Underwriter through you specifically for use therein. As used in this paragraph and elsewhere in this Agreement:

Representations and Warranties of the Company and the Selling Stockholders. (a) The Company represents and warrants to, and agrees with, the several Underwriters Underwriter as follows: (i) No order preventing or suspending the use of any Preliminary Prospectus has been issued by the Commission and each Preliminary Prospectus, at the time of filing thereof or the time of first use within the meaning of the Rules and Regulations, complied in all material respects with the applicable requirements of the Securities Act and the Rules and Regulations and did not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; except that the foregoing shall not apply to statements in or omissions from any Preliminary Prospectus in reliance upon, and in conformity with, written information furnished to the Company by you, or by any Underwriter through you, you specifically for use therein, it being understood and agreed that the only such information furnished by the Underwriter consists of the information described as such in the preparation thereofSection 6(g). (ii) As The Original Registration Statement was initially declared effective by the Commission under the Securities Act on September 20, 2011. The Company has complied, to the Commission’s satisfaction, with all requests of the time any Commission for additional or supplemental information. No stop order suspending the effectiveness of the Registration Statement is in effect and no proceedings for such purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated or threatened by the Commission. (iii) Each part of the Registration Statement Statement, at the time such part became effective (including each deemed effective date with respect to the Underwriter pursuant to Rule 430B or otherwise under the Act), at all other subsequent times until the expiration of the Prospectus Delivery Period (as hereinafter defined) and at the First Closing Date and the Second Closing Date (as hereinafter defined), as the case may be, and the Prospectus (or any post-effective amendment thereto, including a registration statement (if anyor supplement to the Prospectus) filed pursuant to Rule 462(b) increasing at the size time of the offering registered under the Act) became effective, upon the filing or the time of first use within the meaning of the Rules and Regulations and at all other subsequent times until the expiration of the Prospectus (or any supplement to the Prospectus) Delivery Period and at the First Closing Date and the Second Closing Date (as hereinafter defined), (A) the Registration Statement complied and the Prospectus (in each case, as so amended and/or supplemented) conformed or will conform comply in all material respects to with the applicable requirements and provisions of the Act and Securities Act, the Rules and Regulations, (B) Regulations and the Exchange Act. The Registration Statement (as so amended) did not or and will not include an any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Prospectus, as amended or supplemented, as of its date, or the time of first use within the meaning of the Rules and Regulations, at all subsequent times until the expiration of the Prospectus Delivery Period, and (C) at the Prospectus (First Closing Date and the Second Closing Date, as so supplemented) the case may be, did not or and will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances in which they are or were made, not misleading; except that each of the foregoing shall not apply to statements in or omissions from the Registration Statement, the 462(b) Registration Statement, the Prospectus or any such document amendments or supplements thereto in reliance upon, and in conformity with, written information furnished to the Company by you, or by any Underwriter through you, you specifically for use in the preparation thereof. If , it being understood and agreed that the Registration Statement has been declared effective only such information furnished by the Commission, no stop order suspending the effectiveness Underwriter consists of the Registration Statement has been issued, and, to the Company’s knowledge, no proceeding for that purpose has been initiated or threatened by the Commissioninformation described as such in Section 6(g). (iiiiv) None of the Company or any person authorized to act on its or any of their behalf (other than the Underwriter, as to whom the Company makes no representation or warranty) has, directly or indirectly, (i) made offers or sales of the Securities, or solicited offers to buy any Securities, under circumstances that would require the distribution of the Securities in any Canadian province or territory to be qualified by a prospectus filed in accordance with the securities laws, and the regulations thereunder, of, and the applicable published rules, policy statements, blanket orders and notices of the securities regulatory authorities in, any such province or territory (the “Canadian Securities Laws”) or (ii) has engaged in any advertisement of the Securities in any printed media of general and regular paid circulation, radio or television or any other form of advertising in connection with the offer and sale of the Securities in such province or territory. (v) Neither (A) the Issuer-Represented any Issuer General Free Writing Prospectus(es) issued at or prior to the Time of Sale and set forth on Schedule III, the information set forth on Schedule IV, and the Statutory Prospectus at the Time of SaleProspectus, all considered together (collectively, the “Time of Sale Disclosure Package”), nor (B) any individual Issuer-Represented Issuer Limited-Use Free Writing Prospectus, when considered together with the Time of Sale Disclosure Package, includes or included as of the Time of Sale any untrue statement of a material fact or omit omits or omitted as of the Time of Sale to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from any Statutory Prospectus or any Issuer-Represented Issuer Free Writing Prospectus based upon and in conformity with written information furnished to the Company by you or by any Underwriter through you specifically for use therein, it being understood and agreed that the only such information furnished by the Underwriter consists of the information described as such in Section 6(g). As used in this paragraph and elsewhere in this Agreement:

Representations and Warranties of the Company and the Selling Stockholders. (a) The Company represents and warrants to, the Selling Stockholders hereby severally represent and agrees with, the several Underwriters warrant to each Underwriter as follows: (i) No order preventing The Company and the transactions contemplated by this Agreement meet the requirements for using Form S-3 under the Securities Act. On the Effective Date the Registration Statement complied, and on the date of the Prospectus, on the date any post-effective amendment to the Registration Statement shall become effective, on the date any supplement or suspending amendment to the use of any Preliminary Prospectus has been issued by is filed with the Commission and on each Preliminary ProspectusClosing Date, at the time of filing Registration Statement and the Prospectus (and any amendment thereof or the time of first use within the meaning of the Rules and Regulationssupplement thereto) will comply, complied in all material respects respects, with the requirements applicable provisions of the Securities Act and the Rules and Regulations the Exchange Act, and the rules and regulations of the Commission thereunder; the Registration Statement did not not, as of the Effective Date, contain an any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, therein not misleading; except that and on the foregoing shall not apply other dates referred to statements in or omissions from any Preliminary Prospectus in reliance upon, and in conformity with, written information furnished to the Company by you, or by any Underwriter through you, specifically for use in the preparation thereof. (ii) As of the time any part of above neither the Registration Statement (nor the Prospectus, nor any amendment thereof or any post-effective amendment supplement thereto, including a registration statement (if any) filed pursuant to Rule 462(b) increasing the size of the offering registered under the Act) became effective, upon the filing or first use within the meaning of the Rules and Regulations of the Prospectus (or will contain any supplement to the Prospectus) and at the First Closing Date and Second Closing Date (as hereinafter defined), (A) the Registration Statement and the Prospectus (in each case, as so amended and/or supplemented) conformed or will conform in all material respects to the requirements of the Act and the Rules and Regulations, (B) the Registration Statement (as so amended) did not or will not include an untrue statement of a material fact or will omit to state a any material fact required to be stated therein or necessary in order to make the statements therein not misleading, and . When any related preliminary prospectus was first filed with the Commission (C) the Prospectus (whether filed as so supplemented) did not or will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances in which they are or were made, not misleading; except that the foregoing shall not apply to statements in or omissions from any such document in reliance upon, and in conformity with, written information furnished to the Company by you, or by any Underwriter through you, specifically for use in the preparation thereof. If the Registration Statement has been declared effective by the Commission, no stop order suspending the effectiveness part of the Registration Statement has been issued, and, or any amendment thereto or pursuant to the Company’s knowledge, no proceeding for that purpose has been initiated or threatened by the Commission. (iiiRule 424(a) Neither (A) the Issuer-Represented General Free Writing Prospectus(es) issued at or prior to the Time of Sale and the Statutory Prospectus at the Time of Sale, all considered together (collectively, the “Time of Sale Disclosure Package”), nor (B) any individual Issuer-Represented Limited-Use Free Writing Prospectus, when considered together with the Time of Sale Disclosure Package, includes or included as of the Time of Sale any untrue statement of a material fact or omit or omitted as of the Time of Sale to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from any Statutory Prospectus or any Issuer-Represented Free Writing Prospectus based upon Rules) and in conformity with written information furnished to the Company by you or by any Underwriter through you specifically for use therein. As used in this paragraph and elsewhere in this Agreement:when any

Representations and Warranties of the Company and the Selling Stockholders. (a) The Company represents and warrants to, and agrees with, the several Underwriters as followsthat: (i) No order preventing or suspending A registration statement (No. 333-[ ]) (the use "initial registration statement") relating to the Offered Securities, including a form of any Preliminary Prospectus prospectus, has been issued by filed with the Securities and Exchange Commission (the "Commission") and an additional registration statement (the "additional registration statement") relating to the Offered Securities may have been or may be filed with the Commission and each Preliminary Prospectus, at the time of filing thereof or the time of first use within the meaning of the Rules and Regulations, complied in all material respects with the requirements of pursuant to Rule 462(b) ("Rule 462(b)") under the Securities Act and of 1933 ("Act"). "Initial Registration Statement" as of any time means the Rules and Regulations and did not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements thereininitial registration statement, in the light of form then filed with the circumstances under which they were madeCommission, not misleading; except that the foregoing shall not apply to statements in or omissions from any Preliminary Prospectus in reliance uponincluding all material then incorporated by reference therein, and in conformity with, written all information furnished to the Company by you, or by any Underwriter through you, specifically for use contained in the preparation thereof. (ii) As of the time any part of the Registration Statement (or any post-effective amendment thereto, including a additional registration statement (if any) and then deemed to be a part of the initial registration statement pursuant to the General Instructions of the Form on which it is filed and all information (if any) included in a prospectus then deemed to be a part of the initial registration statement pursuant to Rule 462(b430C ("Rule 430C") increasing under the size Act or retroactively deemed to be a part of the offering registered initial registration statement pursuant to Rule 430A(b) ("Rule 430A(b)") under the Act) became effectiveAct and that in any case has not then been superseded or modified. "Additional Registration Statement" as of any time means the additional registration statement, upon in the filing or first use within form then filed with the meaning Commission, including the contents of the Rules Initial Registration Statement incorporated by reference therein and Regulations including all information (if any) included in a prospectus then deemed to be a part of the Prospectus (additional registration statement pursuant to Rule 430C or any supplement retroactively deemed to be a part of the Prospectusadditional registration statement pursuant to Rule 430A(b) and at the First Closing Date and Second Closing Date (as hereinafter defined), (A) the that in any case has not then been superseded or modified. The Initial Registration Statement and the Prospectus (in each case, Additional Registration Statement are herein referred to collectively as so amended and/or supplemented) conformed or will conform in all material respects to the requirements "Registration Statements" and individually as a "Registration Statement". "Registration Statement" as of any time means the Initial Registration Statement and any Additional Registration Statement as of such time. For purposes of the Act and the Rules and Regulationsforegoing definitions, (B) the information contained in a form of prospectus that is deemed retroactively to be a part of a Registration Statement (as so amended) did not or will not include an untrue statement of a material fact or omit pursuant to state a material fact required Rule 430A shall be considered to be stated therein or necessary to make the statements therein not misleading, and (C) the Prospectus (included in such Registration Statement as so supplemented) did not or will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances time specified in which they are or were madeRule 430A. As of the time of execution and delivery of this Agreement, not misleading; except that the foregoing shall not apply to statements in or omissions from any such document in reliance upon, and in conformity with, written information furnished to the Company by you, or by any Underwriter through you, specifically for use in the preparation thereof. If the Initial Registration Statement has been declared effective by under the Commission, no stop order suspending the effectiveness of the Act and is not proposed to be amended. Any Additional Registration Statement has or will become effective upon filing with the Commission pursuant to Rule 462(b) and is not proposed to be amended. The Offered Securities all have been issued, or will be duly registered under the Act pursuant to the Initial Registration Statement and, if applicable, the Additional Registration Statement. For purposes of this Agreement, "Effective Time" with respect to the Company’s knowledgeInitial Registration Statement or, no proceeding for that purpose has been initiated or threatened by the Commission. (iii) Neither (A) the Issuer-Represented General Free Writing Prospectus(es) issued at or if filed prior to the execution and delivery of this Agreement, the Additional Registration Statement, means the date and time as of which such Registration Statement was declared effective by the Commission or has become effective upon filing pursuant to Rule 462(c) ("Rule 462(c)") under the Act. If an Additional Registration Statement has not been filed prior to the execution and delivery of this Agreement but the Company has advised the Representatives that it proposes to file one, "Effective Time" with respect to such Additional Registration Statement means the date and time as of which such Registration Statement is filed and becomes effective pursuant to Rule 462(b). "Effective Date" with respect to the Initial Registration Statement or the Additional Registration Statement (if any) means the date of the Effective Time thereof. A "Registration Statement" without reference to a time means such Registration Statement as of Sale its Effective Time. "Statutory Prospectus" as of any time means the prospectus included in a Registration Statement immediately prior to that time, including any document incorporated by reference therein and any information in a prospectus deemed to be a part thereof pursuant to Rule 430A or 430C that has not been superseded or modified. For purposes of the preceding sentence, information contained in a form of prospectus that is deemed retroactively to be a part of a Registration Statement pursuant to Rule 430A shall be considered to be included in the Statutory Prospectus at as of the Time actual time that form of Sale, all considered together prospectus is filed with the Commission pursuant to Rule 424(b) (collectively, "Rule 424(b)") under the “Time Act. "Prospectus" means the Statutory Prospectus that discloses the public offering price and other final terms of Sale Disclosure Package”), nor (Bthe Offered Securities and otherwise satisfies Section 10(a) any individual Issuer-Represented Limited-Use of the Act. "Issuer Free Writing Prospectus" means any "issuer free writing prospectus," as defined in Rule 433, when considered together relating to the Offered Securities in the form filed or required to be filed with the Time of Sale Disclosure PackageCommission or, includes or included as of the Time of Sale any untrue statement of a material fact or omit or omitted as of the Time of Sale if not required to state any material fact necessary in order to make the statements thereinbe filed, in the light of form retained in the circumstances under which they were made, not misleadingCompany's records pursuant to Rule 433(g). The preceding sentence does not apply to statements in or omissions from "General Use Issuer Free Writing Prospectus" means any Statutory Prospectus or any Issuer-Represented Issuer Free Writing Prospectus based upon and that is intended for general distribution to prospective investors, as evidenced by it being specified in conformity with written information furnished Appendix II to the Company by you or by any Underwriter through you specifically for use therein. As used in this paragraph and elsewhere in this Agreement:. "Limited Use Issuer Free Writing Prospectus" means any Issuer Free Writing Prospectus that is not a General Use Issuer Free Writing Prospectus. "Applicable Time" means [ ] (Eastern time) on the date of this Agreement.

Representations and Warranties of the Company and the Selling Stockholders. (a) The Company represents and warrants to, and agrees with, the several Underwriters as follows: (i) No order preventing or suspending the use of any Preliminary Prospectus has been issued by the Commission Commission, and each Preliminary Prospectus, at the time of filing thereof or the time of first use within the meaning of the Rules and Regulations, complied in all material respects with the requirements of the Securities Act and the Rules and Regulations and did not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; except that the foregoing shall not apply to statements in or omissions from any Preliminary Prospectus in reliance upon, and in conformity with, written information furnished to the Company by you, or by any Underwriter through you, or by either Selling Stockholder specifically for use in the preparation thereof, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 6(g) and the only such information furnished by either Selling Stockholder consists of the information concerning such Selling Stockholder set forth in the section of the Prospectus titled “Principal and Selling Stockholders.” (ii) As of the time any part of each of the Original Registration Statement and the 462(b) Registration Statement (or any post-effective amendment thereto, including a registration statement (if any) filed pursuant to Rule 462(b) increasing the size of the offering registered under the Act) became effective, upon the filing or first use within the meaning of the Rules and Regulations of the Prospectus (or any supplement to the Prospectus) and at the First Closing Date and Second each Closing Date (as hereinafter defineddefined below), (A) the Registration Statement and the Prospectus (in each case, as so amended and/or supplemented) conformed or will conform (as applicable) in all material respects to the requirements of the Act and the Rules and Regulations, (B) the Registration Statement (as so amended) did not or will not (as applicable) include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and (C) the Prospectus (as so supplemented) did not or will not (as applicable) include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances in which they are or were made, not misleading; except that each of the foregoing shall not apply to statements in or omissions from any such document in reliance upon, and in conformity with, written information furnished to the Company by you, or by any Underwriter through you, or by either Selling Stockholder specifically for use in the preparation thereof. , it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 6(g) and the only such information furnished by either Selling Stockholder consists of the information concerning such Selling Stockholder set forth in the section of the Prospectus titled “Principal and Selling Stockholders.” If the Registration Statement has been declared effective by the Commission, no stop order suspending the effectiveness of the Registration Statement has been issued, and, to the Company’s knowledge, and no proceeding for that purpose has been initiated or or, to the Company’s knowledge, threatened by the Commission. (iii) Neither (A) the Issuer-Represented General Free Writing Prospectus(es) issued at or prior to the Time of Sale The information on Schedule III and the Statutory Prospectus at the Time of SaleProspectus, all considered together (collectively, the “Time of Sale Disclosure Package”), nor (B) any individual Issuer-Represented Limited-Use Free Writing Prospectusdoes not, when considered together with the Time of Sale Disclosure Package, includes or included and did not as of the Time of Sale Sale, include any untrue statement of a material fact or omit or omitted and does not, and did not as of the Time of Sale Sale, omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from any Statutory Prospectus or any Issuer-Represented Free Writing Prospectus based upon and in conformity with written information furnished to the Company by you or by any Underwriter through you or by either Selling Stockholder specifically for use therein. ; it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 6(g) and the only such information furnished by either Selling Stockholder consists of the information concerning such Selling Stockholder set forth in the section of the Prospectus titled “Principal and Selling Stockholders.” As used in this paragraph and elsewhere in this Agreement:: “Time of Sale” means [ : ] [a.m.][p.m.] (Eastern time) on the date of this Agreement.

Representations and Warranties of the Company and the Selling Stockholders. The Company and the Selling Stockholders represent, warrant and covenant, severally and not jointly, to the Underwriter the following, provided, however, that with respect to any representation, warranty or covenant that is to the knowledge of the Company and/or a Selling Stockholder, (1) any breach of such representation, warranty or covenant by the Company due solely to the Company’s knowledge shall only be a breach by the Company, and (2) any breach of such representation, warranty or covenant by the Selling Stockholder due solely to the Selling Stockholder’s knowledge shall only be a breach by such Selling Stockholder: (a) The Company represents meets the requirements for use of Form S-3 for sales of the Shares by the Selling Stockholders and warrants toa registration statement (Registration No. 333-113255) on Form S-3 relating to the sale of the Shares by the Selling Stockholders, including a preliminary prospectus and such amendments to such registration statement as may have been required to the date of this Agreement, has been prepared by the Company under the provisions of the Securities Act of 1933, as amended (the “Act”), and agrees withthe rules and regulations (collectively referred to as the “Rules and Regulations”) of the Securities and Exchange Commission (the “Commission”) thereunder, the several Underwriters as follows: (i) No order preventing or suspending the use of any Preliminary Prospectus and has been issued filed with the Commission. The term “preliminary prospectus” as used herein means a preliminary prospectus, including the documents incorporated by reference therein, as contemplated by Rule 430 or Rule 430A of the Rules and Regulations included at any time as part of the registration statement. Copies of such registration statement and amendments and of each related preliminary prospectus have been delivered to the Underwriter. If such registration statement has not become effective, a further amendment to such registration statement, including a form of final prospectus, necessary to permit such registration statement to become effective will be filed promptly by the Commission and each Preliminary ProspectusCompany with the Commission. If such registration statement has become effective, a final prospectus containing information permitted to be omitted at the time of filing thereof or effectiveness by Rule 430A of the time of first use within Rules and Regulations will be filed promptly by the meaning Company with the Commission in accordance with Rule 424(b) of the Rules and Regulations. The term “Registration Statement” means the registration statement as amended at the time it becomes or became effective (the “Effective Date”), complied in including all material respects with the requirements of the Securities Act documents incorporated by reference therein, financial statements and the Rules all exhibits and Regulations schedules thereto and did not contain an untrue statement of a material fact or omit to state a material fact required any information deemed to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; except that the foregoing shall not apply to statements in or omissions from any Preliminary Prospectus in reliance uponincluded by Rule 430A, and in conformity with, written information furnished includes any registration statement relating to the Company offering contemplated by you, or by any Underwriter through you, specifically for use in the preparation thereof. (ii) As of the time any part of the Registration Statement (or any post-effective amendment thereto, including a registration statement (if any) this Agreement and filed pursuant to Rule 462(b) increasing the size of the offering registered under Rules and Regulations. The term “Prospectus” means the Actprospectus relating to the sale of the Shares by the Selling Stockholders, including the documents incorporated by reference therein, as first filed with the Commission pursuant to Rule 424(b) became effective, upon the filing or first use within the meaning of the Rules and Regulations or, if no such filing is required, the form of final prospectus, including the Prospectus (or any supplement to the Prospectus) and at the First Closing Date and Second Closing Date (as hereinafter defined)documents incorporated by reference therein, (A) included in the Registration Statement and at the Effective Date. Any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement, any preliminary prospectus or the Prospectus (in each caseshall be deemed to refer to and include the filing of any document under the Securities Exchange Act of 1934, as so amended and/or supplemented) conformed or will conform in all material respects to the requirements of the Act and the Rules and Regulations, (B) the Registration Statement (as so amended) did not or will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and (C) the Prospectus (as so supplemented) did not or will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances in which they are or were made, not misleading; except that the foregoing shall not apply to statements in or omissions from any such document in reliance upon, and in conformity with, written information furnished to the Company by you, or by any Underwriter through you, specifically for use in the preparation thereof. If the Registration Statement has been declared effective by the Commission, no stop order suspending the effectiveness of the Registration Statement has been issued, and, to the Company’s knowledge, no proceeding for that purpose has been initiated or threatened by the Commission. (iii) Neither (A) the Issuer-Represented General Free Writing Prospectus(es) issued at or prior to the Time of Sale and the Statutory Prospectus at the Time of Sale, all considered together (collectively, the “Time of Sale Disclosure PackageExchange Act”), nor (B) after the Effective Date, the date of any individual Issuer-Represented Limited-Use Free Writing preliminary prospectus or the date of the Prospectus, when considered together with as the Time of Sale Disclosure Packagecase may be, includes or included as of the Time of Sale any untrue statement of a material fact or omit or omitted as of the Time of Sale and deemed to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from any Statutory Prospectus or any Issuer-Represented Free Writing Prospectus based upon and in conformity with written information furnished to the Company be incorporated therein by you or by any Underwriter through you specifically for use therein. As used in this paragraph and elsewhere in this Agreement:reference.

Representations and Warranties of the Company and the Selling Stockholders. (a) The Company represents and warrants to, and agrees with, the several Underwriters as followsthat: (i) No order preventing The Company has filed with the Securities and Exchange Commission (the "Commission") a registration statement, and may have filed one or suspending the use of any Preliminary Prospectus has been issued by the Commission more amendments thereto, on Form SB-2 (Registration No. 333-_____), including in such registration statement, and each such amendment, a related preliminary prospectus (a "Preliminary Prospectus"), at for the time of filing thereof or the time of first use within the meaning registration of the Rules Firm Shares and Regulationsthe Option Shares, complied in all material respects conformity with the requirements of the Securities Act and of 1933, as amended (the Rules and Regulations and did not contain an untrue statement of "Act"). The Company may also file a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; except that the foregoing shall not apply to statements in or omissions from any Preliminary Prospectus in reliance upon, and in conformity with, written information furnished to the Company by you, or by any Underwriter through you, specifically for use in the preparation thereof. (ii) As of the time any part of the Registration Statement (or any post-effective amendment thereto, including a related registration statement (if any) filed with the Commission pursuant to Rule 462(b) increasing the size of the offering registered under the Act) became effectiveAct for the purpose of registering certain additional Shares, which registration shall be effective upon the filing or first use within the meaning of the Rules and Regulations of the Prospectus (or any supplement to the Prospectus) and at the First Closing Date and Second Closing Date (as hereinafter defined), (A) the Registration Statement and the Prospectus (in each case, as so amended and/or supplemented) conformed or will conform in all material respects to the requirements of the Act and the Rules and Regulations, (B) the Registration Statement (as so amended) did not or will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and (C) the Prospectus (as so supplemented) did not or will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances in which they are or were made, not misleading; except that the foregoing shall not apply to statements in or omissions from any such document in reliance upon, and in conformity with, written information furnished to the Company by you, or by any Underwriter through you, specifically for use in the preparation thereof. If the Registration Statement has been declared effective by with the Commission, no stop order suspending the effectiveness of the Registration Statement has been issued, and, to the Company’s knowledge, no proceeding for that purpose has been initiated or threatened by the Commission. (iii) Neither (A) the Issuer-Represented General Free Writing Prospectus(es) issued at or prior to the Time of Sale and the Statutory Prospectus at the Time of Sale, all considered together (collectively, the “Time of Sale Disclosure Package”), nor (B) any individual Issuer-Represented Limited-Use Free Writing Prospectus, when considered together with the Time of Sale Disclosure Package, includes or included as of the Time of Sale any untrue statement of a material fact or omit or omitted as of the Time of Sale to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from any Statutory Prospectus or any Issuer-Represented Free Writing Prospectus based upon and in conformity with written information furnished to the Company by you or by any Underwriter through you specifically for use therein. As used in this paragraph Agreement, the term "Original Registration Statement" means such registration statement, as amended, on file with the Commission at the time such registration statement becomes effective (including the prospectus, financial statements, exhibits, and elsewhere all other documents filed as a part thereof or incorporated by reference directly or indirectly therein), provided that such registration statement, at the time it becomes effective, may omit such information as is permitted to be omitted from a registration statement when it becomes effective pursuant to Rule 430A of the General Rules and Regulations promulgated under the Act (the "Regulations"), which information ("Rule 430 Information") shall be deemed to be included in this Agreement:such registration statement when a final prospectus is filed with the Commission in accordance with Rules 430A and 424(b)(1) or (4) of the Regulations; the term "Rule 462(b) Registration Statement" means any registration statement filed with the Commission pursuant to Rule 462(b) under the Act (including the Original Registration Statement and any Preliminary Prospectus or Prospectus incorporated therein at the time the 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 included in the Registration Statement, or any amendments thereto, before it becomes effective under the Act, the form of prospectus omitting Rule 430A Information included in the Registration Statement when it becomes effective, if applicable (the "Rule 430A Prospectus"), and any prospectus filed by the Company with your consent pursuant to Rule 424(a) of the Regulations; and the term "Prospectus" means the final prospectus included as part of the

Representations and Warranties of the Company and the Selling Stockholders. (a) The Company represents and warrants to, and agrees with, each of the several Underwriters as followsthat: (i) An “automatic shelf registration statement” as defined under Rule 405 under the Act of 1933, as amended (the “Act”) on Form S-3ASR (Registration No. 333-133903) in respect of the Securities has been filed with the Securities and Exchange Commission (the “Commission”) not earlier than three years prior to the date hereof; such registration statement, and any post-effective amendment thereto, became effective on filing; and no stop order suspending the effectiveness of such registration statement or any part thereof has been issued and no proceeding for that purpose has been initiated or threatened by the Commission, and no notice of objection of the Commission to the use of such registration statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Act has been received by the Company (the base prospectus filed as part of such registration statement, in the form in which it has most recently been filed with the Commission on or prior to the date of this Agreement, is hereinafter called the “Basic Prospectus;” any preliminary prospectus (including any preliminary prospectus supplement) relating to the Securities filed with the Commission pursuant to Rule 424(b) under the Act is hereinafter called a “Preliminary Prospectus;” the various parts of such registration statement, including all exhibits thereto but excluding Form T-1 and including any prospectus supplement relating to the Securities that is filed with the Commission and deemed by virtue of Rule 430B to be part of such registration statement, each as amended at the time such part of the registration statement became effective, are hereinafter collectively called the “Registration Statement;” the Basic Prospectus, as amended and supplemented by any amendment or supplement related to the Securities immediately prior to the Applicable Time (as defined below), is hereinafter called the “Pricing Prospectus;” the form of the final prospectus relating to the Securities filed with the Commission pursuant to Rule 424(b) under the Act in accordance with Section 5(a) hereof is hereinafter called the “Prospectus;” any reference herein to the Basic Prospectus, the Pricing Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Act, as of the date of such prospectus; any reference to any amendment or supplement to the Basic Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any post-effective amendment to the Registration Statement, any prospectus supplement relating to the Securities filed with the Commission pursuant to Rule 424(b) under the Act and any documents filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and incorporated therein, in each case after the date of the Basic Prospectus, such Preliminary Prospectus, or the Prospectus, as the case may be; any reference to any amendment to the Registration Statement shall be deemed to refer to and include any report of the Company filed pursuant to Section 13(a) or 15(d) of the Exchange Act after the effective date of the Registration Statement that is incorporated by reference in the Registration Statement; and any “issuer free writing prospectus” as defined in Rule 433 under the Act relating to the Securities is hereinafter called an “Issuer Free Writing Prospectus”); (ii) No order preventing or suspending the use of any Preliminary Prospectus or any Issuer Free Writing Prospectus has been issued by the Commission Commission, and each Preliminary Prospectus, at the time of filing thereof or the time of first use within the meaning of the Rules and Regulationsthereof, complied conformed in all material respects with to the requirements of the Securities Act and the Rules rules and Regulations regulations of the Commission thereunder, and did not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; except provided, however, that the foregoing this representation and warranty shall not apply to any statements in or omissions from any Preliminary Prospectus made in reliance upon, upon and in conformity with, written with information furnished in writing to the Company by you, or by any an Underwriter through youXxxxxxx, specifically Xxxxx & Co. and UBS Securities LLC (together, the “Representatives”) expressly for use in the preparation thereof. (ii) As of the time any part of the Registration Statement (or any post-effective amendment thereto, including a registration statement (if any) filed pursuant to Rule 462(b) increasing the size of the offering registered under the Act) became effective, upon the filing or first use within the meaning of the Rules and Regulations of the Prospectus (or any supplement to the Prospectus) and at the First Closing Date and Second Closing Date (as hereinafter defined), (A) the Registration Statement and the Prospectus (in each case, as so amended and/or supplemented) conformed or will conform in all material respects to the requirements of the Act and the Rules and Regulations, (B) the Registration Statement (as so amended) did not or will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and (C) the Prospectus (as so supplemented) did not or will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances in which they are or were made, not misleading; except that the foregoing shall not apply to statements in or omissions from any such document in reliance upon, and in conformity with, written information furnished to the Company by you, or by any Underwriter through you, specifically for use in the preparation thereof. If the Registration Statement has been declared effective by the Commission, no stop order suspending the effectiveness of the Registration Statement has been issued, and, to the Company’s knowledge, no proceeding for that purpose has been initiated or threatened by the Commission.; (iii) Neither For the purposes of this Agreement, “Applicable Time” shall mean 5:00 p.m. (ANew York City time) on the Issuer-Represented General Free Writing Prospectus(es) issued at or prior to the Time date of Sale and the Statutory Prospectus at the Time of Sale, all considered together (collectively, the “Time of Sale Disclosure Package”), nor (B) any individual Issuer-Represented Limited-Use Free Writing this Agreement. The Pricing Prospectus, when considered together with the Time of Sale Disclosure Package, includes or included as of the Applicable Time did not, and, during the period beginning on the date hereof and ending on the date of the last Time of Sale Delivery (as defined below), will not, include any untrue statement of a material fact or omit or omitted as of the Time of Sale to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence ; and each Issuer Free Writing Prospectus listed on Schedule III hereto does not conflict with the information contained in the Registration Statement, the Pricing Prospectus or the Prospectus and each such Issuer Free Writing Prospectus, as supplemented by and taken together with the Pricing Prospectus as of the Applicable Time, did not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that this representation and warranty shall not apply to statements in or omissions from any Statutory Prospectus or any Issuer-Represented made in an Issuer Free Writing Prospectus based in reliance upon and in conformity with written information furnished in writing to the Company by you or by any an Underwriter through you specifically the Representatives expressly for use therein. As used in this paragraph and elsewhere in this Agreement:;

Representations and Warranties of the Company and the Selling Stockholders. (a) The Each of the Company and the Selling Stockholders listed in Part A of Schedule II hereby severally represents and warrants to, and agrees with, the several Underwriters as follows: ; provided that the Selling Stockholders make the following representations and warranties severally and to their knowledge after due inquiry: (i) No order preventing or suspending Each of the use of any Preliminary Prospectus Company and its subsidiaries has been issued duly incorporated and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation, has full corporate power and authority to own or lease its properties and conduct its business as described in the Registration Statement and the Prospectus and as being conducted, and is duly qualified as a foreign corporation and in good standing in all jurisdictions in which the character of the property owned or leased or the nature of the business transacted by it makes qualification necessary (except where the Commission failure to be so qualified would not have a material adverse effect on the business, properties, financial condition or results of operations of the Company and each Preliminary its subsidiaries, taken as a whole). (ii) Since the respective dates as of which information is given in the Registration Statement and the Prospectus, at there has not been any materially adverse change or any development including a prospective material adverse change in the time business, properties, financial condition or results of filing thereof or the time of first use within the meaning operations of the Rules Company and Regulationsits subsidiaries, complied taken as a whole, whether or not arising from transactions in the ordinary course of business, other than as set forth in the Registration Statement and the Prospectus, and since such dates, except in the ordinary course of business, neither the Company nor any of its subsidiaries has entered into any material transaction not referred to in the Registration Statement and the Prospectus. (iii) Each part of the Registration Statement and the Prospectus comply, and on the Closing Date (as hereinafter defined) and any later date on which Option Stock is to be purchased, the Prospectus will comply, in all material respects respects, with the requirements provisions of the Securities Act and the Rules rules and Regulations and regulations of the Commission thereunder; on the Effective Date, the Registration Statement did not contain an any untrue statement of a material fact or and did not omit to state a any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; except that the foregoing shall not apply to statements in or omissions from any Preliminary Prospectus in reliance upon, and in conformity with, written information furnished to the Company by you, or by any Underwriter through you, specifically for use in the preparation thereof. (ii) As of the time any part of the Registration Statement (or any post-effective amendment thereto, including a registration statement (if any) filed pursuant to Rule 462(b) increasing the size of the offering registered under the Act) became effective, upon the filing or first use within the meaning of the Rules and Regulations of the Prospectus (or any supplement to the Prospectus) and at the First Closing Date and Second Closing Date (as hereinafter defined), (A) the Registration Statement and the Prospectus (in each case, as so amended and/or supplemented) conformed or will conform in all material respects to the requirements of the Act and the Rules and Regulations, (B) the Registration Statement (as so amended) did not or will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary order to make the statements therein not misleading; and, and (C) on the Effective Date the Prospectus (as so supplemented) did not or and, on the Closing Date and any later date on which Option Stock is to be purchased, will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances in which they are or were made, not misleading; except that the foregoing shall not apply to statements in or omissions from any such document in reliance upon, and in conformity with, written information furnished to the Company by you, or by any Underwriter through you, specifically for use in the preparation thereof. If the Registration Statement has been declared effective by the Commission, no stop order suspending the effectiveness of the Registration Statement has been issued, and, to the Company’s knowledge, no proceeding for that purpose has been initiated or threatened by the Commission. (iii) Neither (A) the Issuer-Represented General Free Writing Prospectus(es) issued at or prior to the Time of Sale and the Statutory Prospectus at the Time of Sale, all considered together (collectively, the “Time of Sale Disclosure Package”), nor (B) any individual Issuer-Represented Limited-Use Free Writing Prospectus, when considered together with the Time of Sale Disclosure Package, includes or included as of the Time of Sale contain any untrue statement of a material fact or omit or omitted as of the Time of Sale to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not ; provided, however, that none of the representations and warranties in this subparagraph (iii) shall apply to statements in in, or omissions from any Statutory from, the Registration Statement or the Prospectus or any Issuer-Represented Free Writing Prospectus based made in reliance upon and in 2 3 conformity with written information herein or otherwise furnished in writing to the Company by you or on behalf of the Underwriters for use in the Registration Statement or the Prospectus. (iv) The outstanding capital stock of the Company and its subsidiaries has been validly authorized, is fully paid and nonassessable, was issued in compliance with applicable federal and state securities laws, and was issued free of any preemptive right, right of first refusal or similar right. The Stock is duly and validly authorized, is (or, in the case of shares of the Stock to be sold by the Company, will be, when issued and sold to the Underwriters as provided herein) duly and validly issued, fully paid and nonassessable and conforms to the description thereof in the Prospectus. No further approval or authority of the stockholders or the Board of Directors of the Company will be required for the transfer and sale of the Stock to be sold by the Selling Stockholders or the issuance and sale of the Stock as contemplated herein. No preemptive right, or right of refusal in favor, exists with respect to the Stock, or the issue and sale thereof, or with respect to the exercise of options or other rights to purchase securities of the Company after the sale of the Stock pursuant to the Certificate of Incorporation or Bylaws of the Company. There is no contractual preemptive right that has not been waived, right of first refusal or right of co-sale which exists with respect to the Stock being sold by the Selling Stockholders or the issue and sale of the Stock. (v) The Registration Statement and Prospectus comply as to form in all material respects with the requirements of the Securities Act and with rules and regulations of the Commission thereunder. (vi) All holders of securities of the Company and its subsidiaries having rights to the registration of shares of Common Stock, or other securities, because of the filing of the Registration Statement by the Company have waived such rights or such rights have expired by reason of lapse of time following notification of the Company's intent to file the Registration Statement. (vii) The issue and sale by the Company and the Selling Stockholders of the shares of Stock sold by the Company and the Selling Stockholders as contemplated by the Underwriting Agreement will not conflict with, or result in a breach of, the Articles of Incorporation or Bylaws of the Company or any agreement or instrument to which the Company is a party or any applicable law or regulation, or any order, writ, injunction or decree, of any jurisdiction, court or governmental instrumentality. (viii) No consent, approval, authorization or order of any court or governmental agency or body is required for the consummation of the transactions contemplated in the Underwriting Agreement, except such as have been (or will before the Closing Date have been) obtained under the Securities Act and such as may be required under state securities or blue sky laws in connection with the purchase and distribution of the Stock by the Underwriters. (ix) This Agreement has been duly authorized, executed and delivered by the Company and the Selling Stockholders and constitutes a valid and binding obligation of each of them enforceable in accordance with its terms. (x) Prior to the Closing Date the Stock to be issued and sold by the Company will be approved for listing on the Nasdaq National Market by the National Association of Securities Dealers, Inc. (xi) The Company has complied with all provisions of Section 517.075, Florida Statutes (Chapter 92-198, Laws of Florida), relating to issuers doing business with the Government of Cuba or with any person or affiliate located in Cuba. (xii) The Company and its subsidiaries have all necessary consents, authorizations approvals, orders, certificates and permits of and from, and have made all declarations and filings with, all U.S. and foreign, federal state or provincial, local and other governmental authorities, all self- 3 4 regulatory organizations and all courts and other tribunals, to own, lease, license and use its properties and assets and to conduct its business in the manner described in the Prospectus, except to the extent that the failure to obtain or file wold xxx have material adverse effect on the Company and its subsidiaries, taken as a whole and except as otherwise described in the Prospectus. Neither the Company nor any of its subsidiaries have received any notice of proceedings relating to, and does not have reason to believe that any governmental body or agency is considering limiting, suspending, modifying or revoking, any such consent, authorization, approval, order, certificate or permit which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would have a material adverse effect on the Company or its subsidiaries, taken as a whole. (xiii) The Company and its subsidiaries have all necessary applications, statements, reports, information, forms, consents, authorizations, approvals, orders, certificates and permits ("Licenses") of and from all United States federal or state authorities, including the FCC and State Public Utilities Commissions to own, lease, license and use its properties and assets and to conduct its business in the manner described in the Prospectus, except to the extent that the failure to obtain or file would not have a material adverse effect on the Company and its subsidiaries, taken as a whole, and except as described in the Prospectus. (xiv) The Licenses are in full force and effect without conditions that would have a material adverse effect on the Company's or its subsidiaries' operations except for such conditions that would have a material adverse effect on the Company's or its subsidiaries' operations except for such conditions imposed generally by the FCC upon such licenses or conditions stated on the face of the Licenses, (ii) all express conditions in the Licenses have been satisfied where the failure to satisfy such conditions would have a material adverse effect on the Company's or its subsidiaries' operations as described in the Registration Statement and the Prospectus, and (iii) neither the Company nor any of its subsidiaries have received any notification that any revocation or limitation of the Licenses is threatened or pending that would have a material adverse effect on the Company's or its subsidiaries operations as described in the Registration Statement and Prospectus. (xv) The Licenses are validly issued. The Company and its subsidiaries have filed with the FCC all applications, statements, reports, information, forms, or any other document required under the Communications Act, except where the failure to so file would not have a material adverse effect on the Company's and its subsidiaries' ability to provide its services as described in the Registration Statement and the Prospectus and such filings or submissions were in compliance with applicable laws or regulations when filed or submitted and no deficiencies have been asserted by the FCC with respect to such filings or submissions except where the deficiency is of such a nature that failure to cure any such deficiency would not have a material adverse effect on the Company's and its subsidiaries ability to provide its services as described in the Registration Statement and Prospectus, and, the information contained in such filings or submissions was, in all material respects, accurate, complete and up-to-date at the time the filings or submissions were made. (xvi) With respect to matters relating to the regulation of long distance telecommunications carriers administered by United States federal or state authorities, including, and not limited to, the FCC and State Public Utilities Commissions, the execution and delivery by the Company of, and the performance by the Company of its obligations under, this Agreement will not contravene any provisions of applicable law or any judgment, order or decree of any governmental body, agency or court having jurisdiction over the Company or any subsidiary, and no consent, approval, authorization or order of, or qualification with, any governmental body or agency is required for the performance by the Company of its obligations under this Agreement. (xvii) There is no proceeding, formal or informal complaint or investigation before the FCC against the Company or any of its subsidiaries or any of the Licenses or based on any violation or 4 5 alleged violation by the Company or any of its subsidiaries of the Communications Act except for proceedings affecting the industry generally to which neither the Company nor any of its subsidiaries is a specific party. (xviii) Neither the execution, delivery and performance of the Underwriting Agreement by the Company and the Selling Stockholders not the stock issuance and sale described in the Registration Statement and Prospectus, will conflict with, violate or require any authorization, approval, or consent under the Commissions Act or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or cause any forfeiture or impairment of, any of the Licenses. (xix) The Company owns or possesses adequate licenses or other rights to use all patents, copyrights, trademarks, service marks, trade names, technology and know-how necessary (in any material respect) to conduct its business in the manner described in the Prospectus and, except as disclosed in the Prospectus, the Company has not received any notice of infringement or conflict with (and knows of no infringement or conflict with) asserted rights of others with respect to any patents, copyrights, trademarks, service marks, trade names, technology or know-how which could result in any material adverse effect on the Company, taken as a whole; and, except as disclosed in the Prospectus, the discoveries, inventions, products or processes of the Company referred to in the Prospectus do not, to the knowledge of the Company, infringe or conflict with any right or patent of any third party, or any discovery, invention, product or process which is the subject of a patent application filed by any Underwriter through you specifically third party, known to the Company which could have a material adverse effect on the Company, taken as a whole. (xx) Neither the Company nor any other person associated with or acting on behalf of the Company including, without limitation, any director, officer, agent, or employee of the Company has, directly or indirectly, while acting on behalf of the Company, (i) used any corporate funds for use therein. As used unlawful contributions, gifts, entertainment, or other unlawful expenses relating to political activity; (ii) made any unlawful contribution to any candidate for foreign or domestic office, or to any foreign or domestic government officials or employees or other person charged with similar public or quasi-public duties, other than payments required or permitted by the laws of the United States or any jurisdiction thereof or to foreign or domestic political parties or campaigns from corporate funds, or failed to disclose fully any contribution in this paragraph and elsewhere in this Agreement:violation of law; (iii) violated any provision of the Foreign Corrupt Practices Act of 1977, as amended; or (iv) made any other unlawful payment.

Representations and Warranties of the Company and the Selling Stockholders. (a) The Company represents and warrants to, and agrees with, the several Underwriters as follows: (i) No order preventing or suspending the use of any Preliminary Prospectus has been issued by the Commission and each Preliminary Prospectus, at the time of filing thereof or the time of first use within the meaning of the Rules and Regulations, complied in all material respects with the requirements of the Securities Act and the Rules and Regulations and did not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; except that the foregoing shall not apply to statements in or omissions from any Preliminary Prospectus in reliance upon, and in conformity with, written information furnished to the Company by you, or by any Underwriter through you, specifically for use in the preparation thereof, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 6(f). (ii) As of the time any part of the Registration Statement (or any post-effective amendment thereto, including a registration statement (if any) filed pursuant to Rule 462(b) increasing the size of the offering registered under the Act) became effective, upon the filing or first use within the meaning of the Rules and Regulations of the Prospectus (or any supplement to the Prospectus) and at the First Closing Date and the Second Closing Date (as hereinafter defined), (A) the Registration Statement and the Prospectus (in each case, as so amended and/or supplemented) conformed or will conform in all material respects to the requirements of the Act and the Rules and Regulations, (B) the Registration Statement (as so amended) did not or will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and (C) the Prospectus (as so supplemented) did not or will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances in which they are or were made, not misleading; except that each of the foregoing shall not apply to statements in or omissions from any such document in reliance upon, and in conformity with, written information furnished to the Company by you, or by any Underwriter through you, specifically for use in the preparation thereof, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 6(f). If the Registration Statement has been declared effective by the Commission, no stop order suspending the effectiveness of the Registration Statement has been issued, and, to the Company’s knowledge, and no proceeding for that purpose has been initiated or or, to the Company’s knowledge, threatened by the Commission. (iii) Neither (A) the Issuer-Represented Issuer General Free Writing Prospectus(es) issued at or prior to the Time of Sale and set forth on Schedule III, the information on Schedule IV, and the Statutory Prospectus at the Time of SaleProspectus, all considered together (collectively, the “Time of Sale Disclosure Package”), nor (B) any individual Issuer-Represented Issuer Limited-Use Free Writing Prospectus, when considered together with the Time of Sale Disclosure Package, includes or included as of the Time of Sale any untrue statement of a material fact or omit omits or omitted as of the Time of Sale to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from any Statutory Prospectus or any Issuer-Represented Issuer Free Writing Prospectus based upon and in conformity with written information furnished to the Company by you or by any Underwriter through you specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 6(f). As used in this paragraph and elsewhere in this Agreement:

Representations and Warranties of the Company and the Selling Stockholders. (a) The Company represents and warrants to, and agrees with, the several Underwriters as followsthat: (i) No order preventing The Company has filed with the Securities and Exchange Commission (the "Commission") a registration statement, and may have filed one or suspending the use of any Preliminary Prospectus has been issued by the Commission more amendments thereto, on Form SB-2 (Registration No. 333-18923), including in such registration statement, and each such amendment, a related preliminary prospectus (a "Preliminary Prospectus"), at for the time of filing thereof or the time of first use within the meaning registration of the Rules Firm Shares and Regulationsthe Option Shares, complied in all material respects conformity with the requirements of the Securities Act and of 1933 (the Rules and Regulations and did not contain an untrue statement of "Act"). The Company may also file a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; except that the foregoing shall not apply to statements in or omissions from any Preliminary Prospectus in reliance upon, and in conformity with, written information furnished to the Company by you, or by any Underwriter through you, specifically for use in the preparation thereof. (ii) As of the time any part of the Registration Statement (or any post-effective amendment thereto, including a related registration statement (if any) filed with the Commission pursuant to Rule 462(b) increasing the size of the offering registered under the Act) became effectiveAct for the purpose of registering certain additional Shares, which registration shall be effective upon the filing or first use within the meaning of the Rules and Regulations of the Prospectus (or any supplement to the Prospectus) and at the First Closing Date and Second Closing Date (as hereinafter defined), (A) the Registration Statement and the Prospectus (in each case, as so amended and/or supplemented) conformed or will conform in all material respects to the requirements of the Act and the Rules and Regulations, (B) the Registration Statement (as so amended) did not or will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and (C) the Prospectus (as so supplemented) did not or will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances in which they are or were made, not misleading; except that the foregoing shall not apply to statements in or omissions from any such document in reliance upon, and in conformity with, written information furnished to the Company by you, or by any Underwriter through you, specifically for use in the preparation thereof. If the Registration Statement has been declared effective by with the Commission, no stop order suspending the effectiveness of the Registration Statement has been issued, and, to the Company’s knowledge, no proceeding for that purpose has been initiated or threatened by the Commission. (iii) Neither (A) the Issuer-Represented General Free Writing Prospectus(es) issued at or prior to the Time of Sale and the Statutory Prospectus at the Time of Sale, all considered together (collectively, the “Time of Sale Disclosure Package”), nor (B) any individual Issuer-Represented Limited-Use Free Writing Prospectus, when considered together with the Time of Sale Disclosure Package, includes or included as of the Time of Sale any untrue statement of a material fact or omit or omitted as of the Time of Sale to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from any Statutory Prospectus or any Issuer-Represented Free Writing Prospectus based upon and in conformity with written information furnished to the Company by you or by any Underwriter through you specifically for use therein. As used in this paragraph Agreement, the term "Original Registration Statement" means such registration statement, as amended, on file with the Commission at the time such registration statement becomes effective (including the prospectus, financial statements, exhibits, and elsewhere all other documents filed as a part thereof or incorporated by reference directly or indirectly therein), provided that such registration statement, at the time it becomes effective, may omit such information as is permitted to be omitted from a registration statement when it becomes effective pursuant to Rule 430A of the General Rules and Regulations promulgated under the Act (the "Regulations"), which information ("Rule 430A Information") shall be deemed to be included in this Agreement:such registration statement when a final prospectus is filed with the Commission in accordance with Rules 430A and 424(b)(1) or (4) of the Regulations; the term "Rule 462(b) Registration Statement" means any registration statement filed with the Commission pursuant to Rule 462(b) under the Act (including the Original Registration Statement and any Preliminary Prospectus or Prospectus incorporated therein at the time the 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"

Representations and Warranties of the Company and the Selling Stockholders. (a) The Company represents and warrants to, and agrees with, the several Underwriters as followsthat: (i) No order preventing The Company has filed with the Securities and Exchange Commission (the "Commission") a registration statement on Form S-2 and, as necessary to cause such registration statement to become effective, has filed one or suspending more amendments thereto (Registration No. 333-____) for the use registration of any Preliminary Prospectus has been issued the Shares and the Additional Shares under the Securities Act of 1933, as amended (the "Act"). Such registration statement, including all documents incorporated by reference therein, the Commission prospectus, financial statements and each Preliminary Prospectusschedules, exhibits and all other documents filed as a part thereof, as amended at the time of filing effectiveness of the registration statement, including any information deemed to be a part thereof or as of the time of first use within the meaning effectiveness pursuant to paragraph (b) of Rule 430A or Rule 434 of the Rules rules and Regulations, complied in all material respects with the requirements regulations of the Securities Commission under the Act and (the Rules and Regulations and did not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; except that the foregoing shall not apply to statements in or omissions from any Preliminary Prospectus in reliance upon"Regulations"), and in conformity with, written information furnished to the Company by you, or by any Underwriter through you, specifically for use in the preparation thereof. (ii) As of the time any part of the Registration Statement (or any post-effective amendment thereto, including a additional registration statement (if any) filed pursuant to Rule 462(b) increasing the size of the offering registered under the Act) became effective, upon the filing or first use within the meaning of the Rules and Regulations of the Prospectus (or any supplement with respect to the ProspectusShares ("Rule 462(b) and at the First Closing Date and Second Closing Date (as hereinafter definedRegistration Statement"), (A) is herein called the "Registration Statement Statement," and the Prospectus prospectus (in each case, as so amended and/or supplemented) conformed or will conform in all material respects including any prospectus subject to completion meeting the requirements of Rule 434(b) of the Act and Regulations provided by the Rules and RegulationsCompany together with any term sheet meeting the requirements of such Rule 434(b) as the prospectus provided to meet the requirements of Section 10(a) of the Act), (B) the Registration Statement (as so amended) did not or will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and (C) the Prospectus (as so supplemented) did not or will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements including all documents incorporated by reference therein, in the light form first filed with the Commission pursuant to Rule 424(b) of the circumstances in which they are Regulations or were made, not misleading; except that the foregoing shall not apply to statements in or omissions from any such document in reliance upon, and in conformity with, written information furnished to the Company by you, or by any Underwriter through you, specifically for use in the preparation thereof. If the Registration Statement has been declared effective by the Commission, no stop order suspending the effectiveness filed as part of the Registration Statement has been issuedat the time of effectiveness if no such Rule 424(b) or Rule 434 filing is required, andis herein called the "Prospectus." The term "Preliminary Prospectus" as used herein each prospectus subject to completion filed with the Registration Statement or any amendment thereto (including the prospectus subject to completion, if any, included in the Registration Statement or any amendment thereto at the time it was or is declared effective). Any reference herein to the Company’s knowledgeRegistration Statement, no proceeding for that purpose has been initiated any Preliminary Prospectus or threatened the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-2 which were filed under the Commission. Securities Exchange Act of 1934, as amended (iii) Neither (A) the Issuer-Represented General Free Writing Prospectus(es) issued at "Exchange Act"), on or prior to before the Time effective date of Sale and the Statutory Prospectus at the Time of Sale, all considered together (collectivelyRegistration Statement, the “Time date of Sale Disclosure Package”), nor (B) any individual Issuer-Represented Limited-Use Free Writing such Preliminary Prospectus or the date of the Prospectus, when considered together with as the Time of Sale Disclosure Package, includes or included as of the Time of Sale any untrue statement of a material fact or omit or omitted as of the Time of Sale to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from any Statutory Prospectus or any Issuer-Represented Free Writing Prospectus based upon and in conformity with written information furnished to the Company by you or by any Underwriter through you specifically for use therein. As used in this paragraph and elsewhere in this Agreement:case may be.

Representations and Warranties of the Company and the Selling Stockholders. (a) The Company represents and warrants to, and agrees with, the several Underwriters as follows: (i) No order preventing or suspending the use The Time of any Preliminary Prospectus has been issued by the Commission and each Preliminary Prospectus, Sale Disclosure Package (as defined below) at the time Time of filing thereof or the time of first use within the meaning of the Rules and Regulations, Sale (as defined below) complied in all material respects with the requirements of the Securities Act and the Rules and Regulations and did not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; except that the foregoing shall . The preceding sentence does not apply to statements in or omissions from any Preliminary Prospectus in reliance upon, the Time of Sale Disclosure Package based upon and in conformity with, with written information furnished to the Company by you, or any Underwriter through the Representative specifically for use therein; it being understood and agreed that the only such information furnished by any Underwriter through you, specifically for use consists of the information described as such in the preparation thereofSection 6(g). (ii) As The Original Registration Statement was initially declared effective by the Commission under the Securities Act on February 6, 2014. The Company has complied, to the Commission’s satisfaction, with all requests of the time any Commission for additional or supplemental information. No stop order suspending the effectiveness of the Registration Statement is in effect and no proceedings for such purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated or threatened by the Commission. (iii) Each part of the Registration Statement at the time such part became effective (including each deemed effective date with respect to the Underwriters pursuant to Rule 430B or otherwise under the Securities Act), at all other subsequent times until the expiration of the Prospectus Delivery Period (as defined below), and at the First Closing Date and the Second Closing Date (as defined below), as the case may be, and the Prospectus (or any post-effective amendment theretoor supplement to the Prospectus), including a registration statement (if any) filed pursuant to Rule 462(b) increasing at the size time of the offering registered under the Act) became effective, upon the filing or the time of first use within the meaning of the Rules and Regulations Regulations, at all subsequent times until expiration of the Prospectus (or any supplement to the Prospectus) Delivery Period, and at the First Closing Date and the Second Closing Date (as hereinafter defined), (A) the Registration Statement and the Prospectus (in each caseDate, as so amended and/or supplemented) conformed or the case may be, complied and will conform comply in all material respects to with the applicable requirements and provisions of the Act and Securities Act, the Rules and Regulations, (B) Regulations and the Registration Statement (as so amended) Exchange Act and did not or and will not include an contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Prospectus, as amended or supplemented, as of its date, or the time of first use within the meaning of the Rules and Regulations, at all subsequent times until the expiration of the Prospectus Delivery Period, and (C) at the Prospectus (First Closing Date and the Second Closing Date, as so supplemented) the case may be, did not or and will not include an contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances in under which they are or were made, not misleading; except that . The representations and warranties set forth in the foregoing shall two immediately preceding sentences do not apply to statements in or omissions from the Registration Statement, or any such document post-effective amendment thereto, or the Prospectus, or any amendments or supplements thereto, made in reliance upon, upon and in conformity with, with written information relating to an Underwriter furnished to the Company by you, or any Underwriter through the Representative specifically for use therein; it being understood and agreed that the only such information furnished by any Underwriter through you, specifically for use in the preparation thereof. If the Registration Statement has been declared effective by the Commission, no stop order suspending the effectiveness consists of the Registration Statement has been issued, and, to the Company’s knowledge, no proceeding for that purpose has been initiated or threatened by the Commissioninformation described as such in Section 6(g). (iiiiv) Neither (A) the Issuer-Represented any Issuer General Free Writing Prospectus(es) issued at or prior to the Time of Sale and set forth on Schedule III, the information set forth on Schedule IV and the Statutory Prospectus at the Time of Sale, all considered together (collectively, the “Time of Sale Disclosure Package”), nor (B) any individual Issuer-Represented Issuer Limited-Use Free Writing Prospectus, when considered together with the Time of Sale Disclosure Package, includes or included as of the Time of Sale any untrue statement of a material fact or omit or omitted as of the Time of Sale to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from any Statutory Prospectus or any Issuer-Represented Issuer Free Writing Prospectus based upon and in conformity with written information furnished to the Company by you or by any Underwriter through you the Representative specifically for use therein; it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 6(g). As used in this paragraph and elsewhere in this Agreement:

Representations and Warranties of the Company and the Selling Stockholders. (a) The Company represents and warrants to, and agrees with, the several Underwriters Underwriter as follows: (i) No order preventing or suspending the use of any Each Preliminary Prospectus has been issued by the Commission and each Preliminary Prospectus, at the time of filing thereof or the time of first use within the meaning of the Rules and Regulations, complied in all material respects with the requirements of the Securities Act and the Rules and Regulations and did not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; misleading except that the foregoing shall not apply to statements in or omissions from any Preliminary Prospectus in reliance upon, and in conformity with, written information furnished to the Company by you, the Selling Stockholder or by any the Underwriter through you, specifically for use in the preparation thereof; it being understood and agreed that the only such information furnished by the Underwriter consists of the information described as such in Section 6(g). (ii) As The Original Registration Statement was declared effective by the Commission under the Securities Act on November 3, 2011. The Company has complied, to the Commission’s satisfaction, with all requests of the time any Commission for additional or supplemental information related to the Registration Statement. No stop order suspending the effectiveness of the Registration Statement is in effect and no proceedings for such purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated or threatened by the Commission. (iii) Each part of the Registration Statement (or and any post-effective amendment thereto, at the time such part became effective (including a registration statement (if any) filed each deemed effective date with respect to the Underwriter pursuant to Rule 462(b) increasing 430B or otherwise under the size Securities Act), at all other subsequent times until the expiration of the offering registered under Prospectus Delivery Period (as defined below), and at the Act) became effectiveClosing Date(as defined below), upon as the case may be, at the time of filing or the time of first use within the meaning of the Rules and Regulations Regulations, at all subsequent times until expiration of the Prospectus (or any supplement to the Prospectus) Delivery Period, and at the First Closing Date Date, complied and Second Closing Date (as hereinafter defined), (A) the Registration Statement and the Prospectus (in each case, as so amended and/or supplemented) conformed or will conform comply in all material respects to with the applicable requirements and provisions of the Act and Securities Act, the Rules and Regulations, (B) Regulations and the Registration Statement (as so amended) Exchange Act and did not or and will not include an contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Prospectus, as amended or supplemented, as of its date, or the time of first use within the meaning of the Rules and Regulations, at all subsequent times until the expiration of the Prospectus Delivery Period, and (C) at the Prospectus (as so supplemented) Closing Date, complied and will comply in all material respects with the applicable requirements and provisions of the Securities Act, the Rules and Regulations and the Exchange Act and did not or and will not include an contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances in under which they are or were made, not misleading; except that . The representations and warranties set forth in the foregoing shall two immediately preceding sentences do not apply to statements in or omissions from the Registration Statement or any such document post-effective amendment thereto, or the Prospectus, or any amendments or supplements thereto, made in reliance upon, upon and in conformity with, with written information relating to the Selling Stockholder or the Underwriter furnished to the Company by you, the Selling Stockholder or by any the Underwriter through you, specifically for use in therein; it being understood and agreed that the preparation thereof. If the Registration Statement has been declared effective only such information furnished by the Commission, no stop order suspending the effectiveness Underwriter consists of the Registration Statement has been issued, and, to the Company’s knowledge, no proceeding for that purpose has been initiated or threatened by the Commissioninformation described as such in Section 6(g). (iiiiv) Neither (A) the Issuer-Represented any Issuer General Free Writing Prospectus(es) issued at or prior to the Time of Sale and set forth on Schedule I, the information set forth on Schedule II and the Statutory Prospectus at the Time of Sale, all considered together (collectively, the “Time of Sale Disclosure Package”), nor (B) any individual Issuer-Represented Issuer Limited-Use Free Writing Prospectus, when considered together with the Time of Sale Disclosure Package, includes or included as of the Time of Sale any untrue statement of a material fact or omit omits or omitted as of the Time of Sale to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from any Statutory Prospectus or any Issuer-Represented Issuer Free Writing Prospectus based upon and in conformity with written information furnished to the Company by you the Selling Stockholder or by any the Underwriter through you specifically for use therein; it being understood and agreed that the only such information furnished by the Underwriter consists of the information described as such in Section 6(g). As used in this paragraph and elsewhere in this Agreement:

Representations and Warranties of the Company and the Selling Stockholders. (a) The Company represents and warrants to, and agrees with, the several Underwriters as follows: (i) No order preventing or suspending the use of any Preliminary Prospectus has been issued by the Commission and each Preliminary Prospectus, at the time of filing thereof or the time of first use within the meaning of the Rules and Regulations, complied in all material respects with the requirements of the Securities Act and the Rules and Regulations and did not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; except that the foregoing shall not apply to statements in or omissions from any Preliminary Prospectus in reliance upon, and in conformity with, written information furnished to the Company by you, or by any Underwriter through youyou or your counsel, specifically for use in the preparation thereof. (ii) As of the time any part of the Registration Statement (or any post-effective amendment thereto, including a registration statement (if any) filed pursuant to Rule 462(b) of the Rules and Regulations increasing the size of the offering registered under the Act) became effective, upon the filing or first use within the meaning of the Rules and Regulations of the Prospectus (or any supplement to the Prospectus) and at the First Closing Date and Second Closing Date (as hereinafter defined), (A) the Registration Statement and the Prospectus (in each case, as so amended and/or supplemented) conformed or will conform in all material respects to the requirements of the Act and the Rules and Regulations, (B) the Registration Statement (as so amended) did not or will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and (C) the Prospectus (as so supplemented) did not or will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances in which they are or were made, not misleading; except that each of the foregoing shall not apply to statements in or omissions from any such document in reliance upon, and in conformity with, written information furnished to the Company by you, or by any Underwriter through youyou or your counsel, specifically for use in the preparation thereof. If the Registration Statement has been declared effective by the Commission, no stop order suspending the effectiveness of the Registration Statement has been issued, and, to the Company’s knowledge, and no proceeding for that purpose has been initiated or or, to the Company’s knowledge, threatened by the Commission. (iii) Neither (A) the Issuer-Represented Issuer General Free Writing Prospectus(es) issued at or prior to the Time of Sale and the Statutory Prospectus at the Time of SaleProspectus, all considered together (collectively, the “Time of Sale Disclosure Package”), nor (B) any individual Issuer-Represented Issuer Limited-Use Free Writing Prospectus, when considered together with the Time of Sale Disclosure Package, includes or included as of the Time of Sale any untrue statement of a material fact or omit omits or omitted as of the Time of Sale to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from any Statutory Prospectus included in the Registration Statement or any Issuer-Represented Issuer Free Writing Prospectus based upon and in conformity with written information furnished to the Company by you or by any Underwriter through you or your counsel specifically for use therein. As used in this paragraph and elsewhere in this Agreement:

Representations and Warranties of the Company and the Selling Stockholders. (a) The Company represents and warrants to, and agrees with, the several Underwriters as follows: (i) No order preventing or suspending the use of any Preliminary Prospectus has been issued by the Commission and each Preliminary Prospectus, at the time of filing thereof or the time of first use within the meaning of the Rules and Regulations, complied in all material respects with the requirements of the Securities Act and the Rules and Regulations and did not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; except that the foregoing shall not apply to statements in or omissions from any Preliminary Prospectus in reliance upon, and in conformity with, written information furnished to the Company by the Selling Stockholders, you, or by any Underwriter through you, specifically for use in the preparation thereof, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 6(g). (ii) As of the time any part of each of the Original Registration Statement and the 462(b) Registration Statement (or any post-effective amendment thereto, including a registration statement (if any) filed pursuant to Rule 462(b) increasing the size became effective and at all other subsequent times until expiration of the offering registered under the Act) became effectiveProspectus Delivery Period (as hereinafter defined), upon the filing or first use within the meaning of the Rules and Regulations of the Prospectus (or any supplement to the Prospectus) and at all other subsequent times until expiration of the Prospectus Delivery Period and at the First Closing Date and Second Closing Date (each as hereinafter defined), (A) the Registration Statement and the Prospectus (in each case, as so amended and/or supplemented) conformed or will conform in all material respects to the requirements of the Act and the Rules and Regulations, (B) the Registration Statement (as so amended) did not or will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and (C) the Prospectus (as so supplemented) did not or will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances in which they are or were made, not misleading; except that each of the foregoing shall not apply to statements in or omissions from any such document in reliance upon, and in conformity with, written information furnished to the Company by the Selling Stockholders, you, or by any Underwriter through you, specifically for use in the preparation thereof, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 6(g). If the Registration Statement has been declared effective by the Commission, no stop order suspending the effectiveness of the Registration Statement has been issued, and, to the Company’s knowledge, and no proceeding for that purpose has been initiated or or, to the Company’s knowledge, threatened by the Commission. (iii) Neither (A) the Issuer-Represented Issuer General Free Writing Prospectus(es) issued at or prior to the Time of Sale and set forth on Schedule III, the information on Schedule IV, and the Statutory Prospectus at the Time of SaleProspectus, all considered together (collectively, the “Time of Sale Disclosure Package”), nor (B) any individual Issuer-Represented Issuer Limited-Use Free Writing Prospectus, when considered together with the Time of Sale Disclosure Package, includes or included as of the Time of Sale any untrue statement of a material fact or omit or omitted as of the Time of Sale to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from any Statutory Prospectus or any Issuer-Represented Issuer Free Writing Prospectus based upon and in conformity with written information furnished to the Company by the Selling Stockholders, you or by any Underwriter through you specifically for use therein; it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 6(g). As used in this paragraph and elsewhere in this Agreement:

Representations and Warranties of the Company and the Selling Stockholders. (a) The Company hereby represents and warrants to, and agrees with, the several Underwriters to each Underwriter as follows: (i) No order preventing On the Effective Date, the Registration Statement complied, and on the date of the Prospectus, on the date any post-effective amendment to the Registration Statement shall become effective, on the date any supplement or suspending amendment to the use of any Preliminary Prospectus has been issued by is filed with the Commission and on each Preliminary ProspectusClosing Date, at the time of filing Registration Statement and the Prospectus (and any amendment thereof or the time of first use within the meaning of the Rules and Regulationssupplement thereto) will comply, complied in all material respects respects, with the requirements applicable provisions of the Securities Act and the Rules and Regulations and Rules; the Registration Statement did not not, as of the Effective Date, contain an any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; except that the foregoing shall not apply to statements in or omissions from any Preliminary Prospectus in reliance upon, and in conformity with, written information furnished to the Company by you, or by any Underwriter through you, specifically for use in the preparation thereof. (ii) As of the time any part of the Registration Statement (or any post-effective amendment thereto, including a registration statement (if any) filed pursuant to Rule 462(b) increasing the size of the offering registered under the Act) became effective, upon the filing or first use within the meaning of the Rules and Regulations of the Prospectus (or any supplement to the Prospectus) and at the First Closing Date and Second Closing Date (as hereinafter defined), (A) the Registration Statement and the Prospectus (in each case, as so amended and/or supplemented) conformed or will conform in all material respects to the requirements of the Act and the Rules and Regulations, (B) the Registration Statement (as so amended) did not or will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and (C) the Prospectus (as so supplemented) did not or will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances in which they are or were made, not misleading; except that the foregoing shall not apply to statements in or omissions from any such document in reliance upon, and in conformity with, written information furnished to the Company by you, or by any Underwriter through you, specifically for use in the preparation thereof. If the Registration Statement has been declared effective by the Commission, no stop order suspending the effectiveness of the Registration Statement has been issued, and, to the Company’s knowledge, no proceeding for that purpose has been initiated or threatened by the Commission. (iii) Neither (A) the Issuer-Represented General Free Writing Prospectus(es) issued at or prior to the Time of Sale and the Statutory Prospectus at the Time of Sale, all considered together (collectively, the “Time of Sale Disclosure Package”), nor (B) any individual Issuer-Represented Limited-Use Free Writing Prospectus, when considered together with the Time of Sale Disclosure Package, includes or included as of the Time of Sale any untrue statement of a material fact or omit or omitted as of the Time of Sale to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and on the other dates referred to above, neither the Registration Statement nor the Prospectus, nor any amendment thereof or supplement thereto, will contain any untrue statement of a material fact or will omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading. When any related (ii) The preceding sentence does not apply to statements documents that are incorporated by reference in or omissions from any Statutory the preliminary prospectus and the Prospectus or from which information is so incorporated by reference, when they became effective or were filed with the Commission, as the case may be, complied in all material respects with the requirements of the Securities Act or the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as applicable, and the rules and regulations of the Commission promulgated under the Securities Act and the Exchange Act, as applicable, except as amended and superseded by statements made in the Registration Statement; and any Issuer-Represented Free Writing documents so filed and incorporated by reference subsequent to the Effective Date shall, when they are filed with the Commission, conform in all material respects with the requirements of the Securities Act or the Exchange Act, as applicable, and the rules and regulations of the Commission promulgated under the Securities Act and the Exchange Act, as applicable. (iii) The Registration Statement is effective under the Securities Act and no stop order preventing or suspending the effectiveness of the Registration Statement or suspending or preventing the use of the Prospectus based upon has been issued and no proceedings for that purpose have been instituted or, to the knowledge of the Company, are threatened under the Securities Act. Any required filing of the Prospectus and any supplement thereto pursuant to Rule 424(b) of the Rules has been or will be made in the manner and within the time period required by such Rule 424(b). (iv) The consolidated financial statements of the Company (including all notes and schedules thereto) included in the Registration Statement and Prospectus present fairly the financial position, the results of operations and cash flows and the stockholders' equity and the other information purported to be shown therein of the Company and its subsidiaries, listed on Schedule III hereto (the "Subsidiaries"), at the respective dates and for the respective periods to which they apply; and such financial statements (including all notes and schedules thereto) have been prepared in conformity with written generally accepted accounting principles, consistently applied throughout the periods involved, and all adjustments (v) KPMG LLP, whose report is filed with the Commission as a part of the Registration Statement, are and, during the periods covered by its reports, were independent public accountants as required by the Securities Act and the Rules. (vi) The Company has been duly incorporated and is a validly existing corporation under the laws of the State of Delaware, and the Subsidiaries have been duly incorporated and are validly existing corporations under the laws of their respective jurisdictions. Other than the Subsidiaries, the Company has no subsidiaries and does not control, directly or indirectly, any corporation, partnership, joint venture, association or other business organization, except as described in the Registration Statement and the Prospectus. Each of the Company and the Subsidiaries is duly qualified and in good standing as a foreign corporation in each jurisdiction in which the character or location of its assets or properties (owned, leased or licensed) or the nature of its business makes such qualification necessary except for such jurisdictions where the failure to so qualify would not have a material adverse effect on the assets or properties, business, results of operations or condition (financial or otherwise) of the Company and the Subsidiaries, taken as a whole (a "Material Adverse Effect"). Except as disclosed in the Registration Statement and the Prospectus, neither the Company nor the Subsidiaries own, lease or license any material asset or property or conduct any material business outside the United States of America. Each of the Company and the Subsidiaries have all requisite corporate power and authority, and all necessary authorizations, approvals, consents, orders, licenses, certificates and permits of and from all governmental or regulatory bodies or any other person or entity, to own, lease and license their assets and properties and conduct their businesses as now being conducted and as described in the Registration Statement and the Prospectus except for such authorizations, approvals, consents, orders, licenses, certificates and permits the failure to so obtain would not have a Material Adverse Effect; no such authorization, approval, consent, order, license, certificate or permit contains a materially burdensome restriction other than as disclosed in the Registration Statement and the Prospectus; and the Company has all such corporate power and authority, and such authorizations, approvals, consents, orders, licenses, certificates and permits to enter into, deliver and perform this Agreement and to issue and sell the Shares (except as may be required under the Securities Act and state and foreign Blue Sky laws). (vii) The Company and the Subsidiaries own, license or possess adequate and enforceable rights to use all patents, patent applications, trademarks, trademark applications, trade names, service marks, service mark xxxistrations, copyrights, copyright applications, licenses, know-how and other similar rights and proprietary knowledge (collectively, (viii) The Company and the Subsidiaries have good and marketable title to each of the items of personal property which are reflected in the financial statements referred to in Section 4(a)(iii) or are referred to in the Registration Statement and the Prospectus as being owned by them and valid and enforceable leasehold interests in each of the items of real and personal property which are referred to in the Registration Statement and the Prospectus as being leased by them, in each case free and clear of all liens, encumbrances, claims, security interests and defects, other than those described in the Registration Statement and the Prospectus and those which do not and will not have a Material Adverse Effect. (ix) Except as described in the Registration Statement and the Prospectus, there is no litigation or governmental or other proceeding or investigation before any court or before or by any public body or board pending or, to the Company's knowledge, threatened (and the Company does not know of any reasonable basis therefor) against, or involving the assets, properties or business of, the Company or the Subsidiaries which, if adversely determined, could be reasonably expected to have a Material Adverse Effect. (x) Subsequent to the respective dates as of which information furnished is given in the Registration Statement and the Prospectus, except as described therein, (A) there has not (xi) There is no material document or contract of a character required to be described in the Registration Statement or Prospectus or to be filed as an exhibit to the Registration Statement which is not described or filed as required. Each description of a contract, document or other agreement in the Registration Statement and the Prospectus fairly reflects in all material respects the terms of the underlying document, contract or agreement. Each agreement described in the Registration Statement and Prospectus or incorporated by reference is in full force and effect and is valid and enforceable by and against the Company in accordance with its terms (except as the enforceability thereof may be limited by any applicable bankruptcy, insolvency or other laws affecting creditors' rights generally or by general principles of equity, regardless of whether such enforceability is considered in equity or at law). Neither the Company, the Subsidiaries nor to the Company's knowledge, any other party is in default in the observance or performance of any term or obligation to be performed by them under any such agreement, and no event has occurred which with notice or lapse of time or both would constitute such a default, in any such case which default or event would have a Material Adverse Effect. No default exists, and no event has occurred which with notice or lapse of time or both would constitute a default, in the due performance and observance of any term, covenant or condition, by the Company or the Subsidiaries of any other agreement or instrument to which the Company or the Subsidiaries are a party or by which they or their properties or business may be bound or affected which default or event would have a Material Adverse Effect. (xii) Neither the Company nor the Subsidiaries is in violation of any term or provision of their respective Certificate of Incorporation and By-laws, in each case as amended to the date hereof, or other governing documents, or of any franchise, license, permit, judgment, decree, order, statute, rule or regulation, where the consequences of such violation would have a Material Adverse Effect. (xiii) Neither the execution, delivery and performance of this Agreement by the Company or the Subsidiaries nor the consummation of any of the transactions contemplated hereby (including, without limitation, the issuance and sale by the Company of the Shares) will give rise to a right to terminate or accelerate the due date of any payment due under, or conflict with or result in the breach of any term or provision of, or constitute a default (or an event which with notice or lapse of time or both would constitute a default) under, or require any consent or waiver under, or result in the execution or imposition of any lien, charge or encumbrance upon any properties or assets of the Company or any of the Subsidiaries pursuant to the terms of, any indenture, mortgage, deed of trust or other agreement or instrument to which the Company or any of the Subsidiaries is a party or by which it or any of its properties or businesses are bound, or any franchise, license, permit, judgment, decree, order, statute, rule or regulation applicable to the Company or any of the Subsidiaries or violate any provision of the Certificate of Incorporation and By-laws of the Company or any of the Subsidiaries, except for such consents or waivers which have already been obtained and are in full force and effect or as would not have a Material Adverse Effect. No consent, approval, authorization, order, registration or qualification of or with any United States court or governmental agency or body is required for the issue and sale of the Shares or the consummation of the other transactions contemplated by you or by any Underwriter through you specifically for use therein. As used in this paragraph and elsewhere in this Agreement:, which have not been obtained prior to the date hereof, except the registration under the Securities Act of the Shares, and such consents, approvals, authorizations, registrations or qualifications as may be required under state securities or Blue Sky laws in connection with the purchase and distribution of the Shares by the Underwriters. (xiv) The authorized, issued and outstanding capital stock of the Company and the capital stock reserved or committed for issuance is as set forth under the caption "Capitalization" in the Prospectus. All of the outstanding shares of Stock have been duly and validly issued and are fully paid and nonassessable, none of them was issued in violation of any preemptive or other similar right and, to the Company's knowledge, since 1991 none of them were issued in violation of any Federal or state securities laws. The Shares, when issued and sold pursuant to this Agreement, will be duly and validly issued, fully paid and nonassessable, none of them will be issued in violation of any preemptive or other similar right, any contractual right, including, without limitation, rights of first refusal, and since 1991 none of them were issued in violation of any (subject to compliance with Section 1(c) hereof), Federal or state securities laws. Except as disclosed in the Registration Statement and the Prospectus, there is no outstanding option, warrant or other right calling for the issuance of, and there is no commitment, plan or arrangement to issue, any shares of Common Stock of the Company or any security convertible into, or exercisable or exchangeable for, such shares of Stock. The shares of Stock conform in all material respects to all statements in relation thereto contained in the Registration Statement and the Prospectus. The Company has a sufficient number of authorized but unissued shares of Stock to enable the Company to issue, without further stockholder action, or approve all the Shares to be sold by the Company.

Representations and Warranties of the Company and the Selling Stockholders. The Company and each Selling Stockholder jointly and severally represents and warrants to each Underwriter that: (a) The Registration Statement has become effective (other than any Rule 462(b) Registration Statement to be filed by the Company represents after the effectiveness of this Agreement); any Rule 462(b) Registration Statement filed after the effectiveness of this Agreement will become effective no later than 10:00 P.M., New York City time, on the date of this Agreement; and warrants tono stop order suspending the effectiveness of the Registration Statement is in effect, and agrees with, no proceedings for such purpose are pending before or threatened by the several Underwriters as follows:Commission. (i) No order preventing or suspending the use of The Registration Statement (other than any Preliminary Prospectus has been issued Rule 462(b) Registration Statement to be filed by the Commission Company after the effectiveness of this Agreement), when it became effective, did not contain and, as amended, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) the Registration Statement (other than any Rule 462(b) Registration Statement to be filed by the Company after the effectiveness of this Agreement) and each Preliminary Prospectusthe Prospectus comply and, at the time of filing thereof as amended or the time of first use within the meaning of the Rules and Regulationssupplemented, complied if applicable, will comply in all material respects with the requirements Act, (iii) if the Company is required to file a Rule 462(b) Registration Statement after the effectiveness of this Agreement, such Rule 462(b) Registration Statement and any amendments thereto, when they become effective (A) will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (B) will comply in all material respects with the Act and (iv) the Prospectus does not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the Securities Act circumstances under which they were made, not misleading, except that the representations and warranties set forth in this paragraph do not apply to statements or omissions in the Rules and Regulations Registration Statement or the Prospectus based upon information relating to any Underwriter furnished to the Company in writing by such Underwriter through you expressly for use therein. (c) Each preliminary prospectus filed as part of the registration statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the Act, complied when so filed in all material respects with the Act, and did not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; , except that the foregoing shall representations and warranties set forth in this paragraph do not apply to statements in or omissions from in any Preliminary Prospectus in reliance upon, and in conformity with, written preliminary prospectus based upon information relating to any Underwriter furnished to the Company in writing by you, or by any Underwriter through you, specifically for use in the preparation thereof. (ii) As of the time any part of the Registration Statement (or any post-effective amendment thereto, including a registration statement (if any) filed pursuant to Rule 462(b) increasing the size of the offering registered under the Act) became effective, upon the filing or first use within the meaning of the Rules and Regulations of the Prospectus (or any supplement to the Prospectus) and at the First Closing Date and Second Closing Date (as hereinafter defined), (A) the Registration Statement and the Prospectus (in each case, as so amended and/or supplemented) conformed or will conform in all material respects to the requirements of the Act and the Rules and Regulations, (B) the Registration Statement (as so amended) did not or will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and (C) the Prospectus (as so supplemented) did not or will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances in which they are or were made, not misleading; except that the foregoing shall not apply to statements in or omissions from any such document in reliance upon, and in conformity with, written information furnished to the Company by you, or by any Underwriter through you, specifically for use in the preparation thereof. If the Registration Statement has been declared effective by the Commission, no stop order suspending the effectiveness of the Registration Statement has been issued, and, to the Company’s knowledge, no proceeding for that purpose has been initiated or threatened by the Commission. (iii) Neither (A) the Issuer-Represented General Free Writing Prospectus(es) issued at or prior to the Time of Sale and the Statutory Prospectus at the Time of Sale, all considered together (collectively, the “Time of Sale Disclosure Package”), nor (B) any individual Issuer-Represented Limited-Use Free Writing Prospectus, when considered together with the Time of Sale Disclosure Package, includes or included as of the Time of Sale any untrue statement of a material fact or omit or omitted as of the Time of Sale to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from any Statutory Prospectus or any Issuer-Represented Free Writing Prospectus based upon and in conformity with written information furnished to the Company by you or by any Underwriter through you specifically expressly for use therein. As used in this paragraph and elsewhere in this Agreement:.

Representations and Warranties of the Company and the Selling Stockholders. (a) The Company represents and warrants to, and agrees with, the several Underwriters as follows: (i) No order preventing or suspending the use of any Preliminary Prospectus has been issued by the Commission and each Preliminary Prospectus, at the time of filing thereof or the time of first use within the meaning of the Rules and Regulations, complied in all material respects with the requirements of the Securities Act and the Rules and Regulations and did not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; except that the foregoing shall not apply to statements in or omissions from any Preliminary Prospectus in reliance upon, and in conformity with, written information furnished to the Company by you, or by any Underwriter through you, specifically for use in the preparation thereof. (ii) As The Registration Statement and any Rule 462(b) Registration Statement were initially declared effective by the Commission under the Securities Act on ___, 2007. The Company has complied to the Commission’s satisfaction with all requests of the time Commission for additional or supplemental information. No stop order suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement is in effect and no proceedings for such purpose have been instituted or are pending or, to the best knowledge of the Company, are contemplated or threatened by the Commission. (iii) Each part of the Registration Statement, any Rule 462(b) Registration Statement (or and any post-effective amendment thereto, including a registration statement (if any) filed pursuant to Rule 462(b) increasing at the size of the offering registered under the Act) time such part became effective, upon at all other subsequent times until the filing or first use within the meaning of the Rules and Regulations expiration of the Prospectus Delivery Period (or any supplement to the Prospectus) as defined below), and at the First Closing Date and Second Closing Date (as hereinafter defined), (A) the Registration Statement and the Prospectus (in each case, as so amended and/or supplemented) conformed or will conform in all material respects any amendment or supplement to the requirements Prospectus), at the time of filing or the Act and time of first use within the meaning of the Rules and Regulations, at all subsequent times until expiration of the Prospectus Delivery Period, and at the First Closing Date and Second Closing Date complied and will comply in all material respects with the applicable requirements and provisions of the Securities Act, the Rules and Regulations and the Securities Exchange Act of 1934, as amended (Bthe “Exchange Act”) the Registration Statement (as so amended) and did not or and will not include an contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Prospectus, as amended or supplemented, as of its date, or the time of first use within the meaning of the Rules and Regulations, at all subsequent times until the expiration of the Prospectus Delivery Period, and (C) at the Prospectus (as so supplemented) First Closing Date and Second Closing Date, did not or and will not include an contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances in under which they are or were made, not misleading; except that . The representations and warranties set forth in the foregoing shall two immediately preceding sentences do not apply to statements in or omissions from the Registration Statement, any such document Rule 462(b) Registration Statement, or any post-effective amendment thereto, or the Prospectus, or any amendments or supplements thereto, made in reliance upon, upon and in conformity with, with written information relating to an Underwriter furnished to the Company by you, you or by any Underwriter through you, specifically for use in the preparation thereof. If the Registration Statement has been declared effective by the Commission, no stop order suspending the effectiveness of the Registration Statement has been issued, and, to the Company’s knowledge, no proceeding for that purpose has been initiated or threatened by the Commission. (iiiiv) Neither (A) the Issuer-Represented Issuer General Free Writing Prospectus(es) issued at or prior to the Time of Sale and set forth on Schedule III, the information set forth on Schedule IV, and the Statutory Prospectus at the Time of SaleProspectus, all considered together (collectively, the “Time of Sale Disclosure Package”), nor (B) any individual Issuer-Represented Issuer Limited-Use Free Writing Prospectus, when considered together with the Time of Sale Disclosure Package, includes or included as of the Time of Sale any untrue statement of a material fact or omit omits or omitted as of the Time of Sale to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from any Statutory Prospectus or any Issuer-Represented Issuer Free Writing Prospectus based upon and in conformity with written information furnished to the Company by you or by any Underwriter through you specifically for use therein. As used in this paragraph and elsewhere in this Agreement:

Representations and Warranties of the Company and the Selling Stockholders. (a) The Company represents and warrants to, and agrees with, the several Underwriters as follows: (i) No order preventing or suspending the use of any Preliminary Prospectus has been issued by the Commission Commission, the Statutory Prospectus (as defined below) at the Time of Sale (as defined below) complied in all material respects with the requirements of the Act and the Rules and Regulations and each Preliminary Prospectus, at the time of filing thereof or the time of first use within the meaning of the Rules and Regulations, complied in all material respects with the requirements of the Securities Act and the Rules and Regulations and did not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; except that the foregoing shall not apply to statements in or omissions from any Preliminary Prospectus in reliance upon, and in conformity with, written information relating to any Underwriter furnished to the Company by you, or by any Underwriter through you, specifically for use in the preparation thereof. (ii) As of the time any part of the Registration Statement (or any post-effective amendment thereto, including a registration statement (if any) filed pursuant to Rule 462(b) of the Rules and Regulations increasing the size of the offering registered under the Act) became effective, upon the filing or first use within the meaning of the Rules and Regulations of the Prospectus (or any supplement to the Prospectus) and at the First Closing Date and Second Closing Date (as hereinafter defined), (A) the Registration Statement and the Prospectus (in each case, as so amended and/or supplemented) conformed or will conform in all material respects to the requirements of the Act and the Rules and Regulations, (B) the Registration Statement (as so amended) did not or will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and (C) the Prospectus (as so supplemented) did not or will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances in which they are or were made, not misleading; except that the foregoing shall not apply to statements in or omissions from any such document in reliance upon, and in conformity with, written information relating to any Underwriter furnished to the Company by you, or by any Underwriter through you, specifically for use in the preparation thereof. If the Registration Statement has been declared effective by the Commission, no stop order suspending the effectiveness of the Registration Statement has been issued, and, to the Company’s knowledge, and no proceeding for that purpose has been initiated or or, to the Company's knowledge, threatened by the Commission. (iii) Neither (A) the Issuer-Represented any Issuer General Free Writing Prospectus(es) issued at or prior to the Time of Sale and the Statutory Prospectus at the Time of Sale, all considered together (collectively, the “"Time of Sale Disclosure Package”"), nor (B) any individual Issuer-Represented Issuer Limited-Use Free Writing Prospectus, when considered together with the Time of Sale Disclosure Package, includes or included as of the Time of Sale any untrue statement of a material fact or omit or omitted as of the Time of Sale to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from any Statutory Prospectus or any Issuer-Represented Issuer Free Writing Prospectus based upon and in conformity with written information furnished to the Company by you or by any Underwriter through you specifically for use therein. As used in this paragraph and elsewhere in this Agreement:

Representations and Warranties of the Company and the Selling Stockholders. (a) The Company represents and warrants to, and agrees with, the several Underwriters as follows: (i) No order preventing or suspending the use of any Preliminary Prospectus has been issued by the Commission and each Preliminary Prospectus, at the time of filing thereof or (or, if not filed, at the time of it is first provided to the Underwriters by the Company for use within in connection with the meaning offering of the Rules and RegulationsShares), complied in all material respects with the requirements of the Securities Act and the Rules and Regulations and did not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; except that the foregoing shall not apply to statements in or omissions from any Preliminary Prospectus in reliance upon, and in conformity with, written information furnished to the Company by you, or by any Underwriter through you, specifically for use in the preparation thereof. (ii) As of the time any part of the Registration Statement (or and any post-effective amendment thereto, including a registration statement (if any) filed pursuant to Rule 462(b) increasing is or was declared effective by the size of the offering registered under the Act) became effectiveCommission, upon the filing or first use within delivery to the meaning of the Rules and Regulations Underwriters of the Prospectus (or any supplement to the Prospectus) and at the First Closing Date and Second Closing Date (as hereinafter defined), (A) the Registration Statement and the Prospectus (in each case, as so amended and/or supplemented, if applicable) conformed or will conform or conformed in all material respects to the requirements of the Act and the Rules and Regulations, (B) the Registration Statement (as so amended) did will not or will did not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and (C) the Prospectus (as so supplemented) did will not or will did not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances in which they are or were made, not misleading; except that the foregoing shall not apply to statements in or omissions from any such document in reliance upon, and in conformity with, written information furnished to the Company by you, or by any Underwriter through you, specifically for use in the preparation thereof. If the Registration Statement has been declared effective by the Commission, no stop order suspending the effectiveness of the Registration Statement has been issued, and, to the Company’s knowledge, no proceeding for that purpose has been initiated or threatened by the Commission. (iii) Neither (A) the Issuer-Represented General Free Writing Prospectus(es) issued at or prior to the Time of Sale and the Statutory Prospectus at the Time of Sale, all considered together (collectively, the “Time of Sale Disclosure Package”), nor (B) any individual Issuer-Represented Limited-Use Free Writing Prospectus, when considered together with the Time of Sale Disclosure Package, includes or included as of the Time of Sale any untrue statement of a material fact or omit or omitted as of the Time of Sale to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from any Statutory Prospectus or any Issuer-Represented Free Writing Prospectus based upon and in conformity with written information furnished to the Company by you or by any Underwriter through you specifically for use therein. As used in this paragraph and elsewhere in this Agreement:,

Representations and Warranties of the Company and the Selling Stockholders. (a) The Company represents and warrants to, and agrees with, the several Underwriters as followsthat: (i) No order preventing or suspending A registration statement (No. 333-126428) (“initial registration statement”) relating to the use Offered Securities, including a form of any Preliminary Prospectus prospectus, has been issued by filed with the Securities and Exchange Commission (“Commission”) and an additional registration statement (“additional registration statement”) relating to the Offered Securities may have been or may be filed with the Commission and each Preliminary Prospectus, at the time of filing thereof or the time of first use within the meaning of the Rules and Regulations, complied in all material respects with the requirements of pursuant to Rule 462(b) (“Rule 462(b)”) under the Securities Act and of 1933 (“Act”). “Initial Registration Statement” as of any time means the Rules and Regulations and did not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements thereininitial registration statement, in the light of form then filed with the circumstances under which they were madeCommission, not misleading; except that the foregoing shall not apply to statements in or omissions from any Preliminary Prospectus in reliance upon, and in conformity with, written including all information furnished to the Company by you, or by any Underwriter through you, specifically for use contained in the preparation thereof. (ii) As of the time any part of the Registration Statement (or any post-effective amendment thereto, including a additional registration statement (if any) and then deemed to be a part of the initial registration statement pursuant to the General Instructions of the Form on which it is filed and all information (if any) included in a prospectus then deemed to be a part of the initial registration statement pursuant to Rule 462(b430C (“Rule 430C”) increasing under the size Act or retroactively deemed to be a part of the offering registered initial registration statement pursuant to paragraph (b) of Rule 430A (“Rule 430A”) under the Act) became effectiveAct and that in any case has not then been superseded or modified. “Additional Registration Statement” as of any time means the additional registration statement, upon in the filing or first use within form then filed with the meaning Commission, including the contents of the Rules Initial Registration Statement incorporated by reference therein and Regulations including all information (if any) included in a prospectus then deemed to be a part of the Prospectus (additional registration statement pursuant to Rule 430C or any supplement retroactively deemed to be a part of the Prospectusadditional registration statement pursuant to Rule 430A(b) and at the First Closing Date and Second Closing Date (as hereinafter defined), (A) the that in any case has not then been superseded or modified. The Initial Registration Statement and the Prospectus (in each case, Additional Registration Statement are herein referred to collectively as so amended and/or supplemented) conformed or will conform in all material respects to the requirements “Registration Statements” and individually as a “Registration Statement.” “Registration Statement” as of any time means the Initial Registration Statement and any Additional Registration Statement as of such time. For purposes of the Act and the Rules and Regulationsforegoing definitions, (B) the information contained in a form of prospectus that is deemed retroactively to be a part of a Registration Statement (as so amended) did not or will not include an untrue statement of a material fact or omit pursuant to state a material fact required Rule 430A shall be considered to be stated therein or necessary to make the statements therein not misleading, and (C) the Prospectus (included in such Registration Statement as so supplemented) did not or will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances time specified in which they are or were madeRule 430A. As of the time of execution and delivery of this Agreement, not misleading; except that the foregoing shall not apply to statements in or omissions from any such document in reliance upon, and in conformity with, written information furnished to the Company by you, or by any Underwriter through you, specifically for use in the preparation thereof. If the Initial Registration Statement has been declared effective by under the Commission, no stop order suspending the effectiveness of the Act and is not proposed to be amended. Any Additional Registration Statement has or will become effective upon filing with the Commission pursuant to Rule 462(b) and is not proposed to be amended. The Offered Securities all have been issued, or will be duly registered under the Act pursuant to the Initial Registration Statement and, if applicable, the Additional Registration Statement. For purposes of this Agreement, “Effective Time” with respect to the Company’s knowledgeInitial Registration Statement or, no proceeding for that purpose has been initiated or threatened by the Commission. (iii) Neither (A) the Issuer-Represented General Free Writing Prospectus(es) issued at or if filed prior to the Time execution and delivery of Sale and the Statutory Prospectus at the Time of Sale, all considered together (collectivelythis Agreement, the “Time of Sale Disclosure Package”), nor (B) any individual Issuer-Represented Limited-Use Free Writing Prospectus, when considered together with Additional Registration Statement means the Time of Sale Disclosure Package, includes or included date and time as of the Time of Sale any untrue statement of a material fact or omit or omitted as of the Time of Sale to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from any Statutory Prospectus or any Issuer-Represented Free Writing Prospectus based upon and in conformity with written information furnished to the Company by you or by any Underwriter through you specifically for use therein. As used in this paragraph and elsewhere in this Agreement:such Registration Statement was declared

Representations and Warranties of the Company and the Selling Stockholders. (a) The Company represents and warrants to, and agrees with, the several Underwriters as follows: (i) No order preventing or suspending A registration statement on Form S-3 (File No. 33-63775) with respect to the use of any Preliminary Prospectus Shares has been issued carefully prepared by the Commission and each Preliminary Prospectus, at the time of filing thereof or the time of first use within the meaning of the Rules and Regulations, complied Company in all material respects conformity with the requirements of the Securities Act of 1933, as amended (the "Act"), and the rules and regulations (the "Rules and Regulations and did not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light Regulations") of the circumstances under which they were made, not misleading; except that Securities and Exchange Commission (the foregoing shall not apply to statements in or omissions from any Preliminary Prospectus in reliance upon, "Commission") promulgated thereunder and in conformity with, written information furnished to has been filed with the Company by you, or by any Underwriter through you, specifically for use in the preparation thereof. (ii) As of the time any part of the Registration Statement (or any post-effective amendment thereto, including a registration statement (if any) filed pursuant to Rule 462(b) increasing the size of the offering registered Commission under the Act) became effective. The Company has complied with the conditions for the use of Form S-3. Copies of such registration statement, upon including any amendments thereto, the filing or first use within preliminary prospectuses (meeting the meaning requirements of Rule 430A of the Rules and Regulations of 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, herein referred to as the "Registration Statement", which shall be deemed to include all information omitted therefrom in reliance upon Rule 430A and contained in the Prospectus (or any supplement referred to the Prospectus) and at the First Closing Date and Second Closing Date (as hereinafter defined)below, (A) the Registration Statement and the Prospectus (in each case, as so amended and/or supplemented) conformed or will conform in all material respects to the requirements of the Act and the Rules and Regulations, (B) the Registration Statement (as so amended) did not or will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and (C) the Prospectus (as so supplemented) did not or will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances in which they are or were made, not misleading; except that the foregoing shall not apply to statements in or omissions from any such document in reliance upon, and in conformity with, written information furnished to the Company by you, or by any Underwriter through you, specifically for use in the preparation thereof. If the Registration Statement has been declared effective by the Commission, Commission under the Act and no stop order suspending the effectiveness of post-effective amendment to the Registration Statement has been issuedfiled as of the date of this Agreement. The term "Prospectus" means the form of prospectus first filed by the Company with the Commission pursuant to its Rule 424(b) and Rule 430A or, if the Company relies on Rule 434 of the Rules and Regulations, the "Term Sheet" relating to the Shares together with the preliminary prospectus that such Term Sheet supplements. "Term Sheet" means any term sheet that satisfies the requirements of Rule 434. 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 Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein, as of the date of such Preliminary Prospectus or Prospectus, as the case may be, 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 Company’s knowledgeCommission after the date of filing of the Prospectus under Rules 424(b) and 430A, no proceeding for that purpose has been initiated or threatened by the Commission. (iii) Neither (A) the Issuer-Represented General Free Writing Prospectus(es) issued at or and prior to the Time of Sale and the Statutory Prospectus at the Time of Sale, all considered together (collectively, the “Time of Sale Disclosure Package”), nor (B) any individual Issuer-Represented Limited-Use Free Writing Prospectus, when considered together with the Time of Sale Disclosure Package, includes or included as termination of the Time of Sale any untrue statement of a material fact or omit or omitted as offering of the Time of Sale to state any material fact necessary in order to make Shares by the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from any Statutory Prospectus or any Issuer-Represented Free Writing Prospectus based upon and in conformity with written information furnished to the Company by you or by any Underwriter through you specifically for use therein. As used in this paragraph and elsewhere in this Agreement:Underwriters.

Representations and Warranties of the Company and the Selling Stockholders. (a) The Company represents and warrants to, and agrees with, the several Underwriters as follows: (i) No order preventing or suspending the use of any Preliminary Prospectus or any Issuer Free Writing Prospectus (as defined below) has been issued by the Commission and each Preliminary Prospectus, at the time of filing thereof or the time of first use within the meaning of the Rules and Regulations, complied in all material respects with the requirements of the Securities Act and the Rules and Regulations and did not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; except that the foregoing shall not apply to statements in or omissions from any Preliminary Prospectus in reliance upon, and in conformity with, written information furnished to the Company by you, or by any Underwriter through you, specifically for use in the preparation thereof. (ii) As of the time any part of the Registration Statement (or any post-effective amendment thereto, including a registration statement (if any) filed pursuant to Rule 462(b) increasing the size of the offering registered under the Act) became effective, upon the filing or first use within the meaning of the Rules and Regulations of the Prospectus (or any supplement to the Prospectus) and at the First Closing Date and Second Closing Date (as hereinafter defined), (A) the Registration Statement and the Prospectus (in each case, as so amended and/or supplemented) conformed or will conform in all material respects to the requirements of the Act and the Rules and Regulations, (B) the Registration Statement (as so amended) did not or will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and (C) the Prospectus (as so supplemented) did not or will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances in which they are or were made, not misleading; except that the foregoing shall not apply to statements in or omissions from any such document in reliance upon, and in conformity with, written information furnished to the Company by you, or by any Underwriter through you, specifically for use in the preparation thereof. If the Registration Statement has been declared effective by the Commission, no stop order suspending the effectiveness of the Registration Statement has been issued, and, to the Company’s knowledge, and no proceeding for that purpose has been initiated or or, to the Company's knowledge, threatened by the Commission. (iii) Neither (A) the Issuer-Represented Issuer General Free Writing Prospectus(es) issued at or prior to the Time of Sale and the Statutory Prospectus at the Time of SaleProspectus, all considered together (collectively, the “"Time of Sale Disclosure Package”"), nor (B) any individual Issuer-Represented Issuer Limited-Use Free Writing Prospectus, when considered together with the Time of Sale Disclosure Package, includes or included as of the Time of Sale any untrue statement of a material fact or omit or omitted as of the Time of Sale to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from any Statutory Prospectus or any Issuer-Represented Issuer Free Writing Prospectus based upon and in conformity with written information furnished to the Company by you you, or by any Underwriter through you you, specifically for use therein. As used in this paragraph and elsewhere in this Agreement:

Representations and Warranties of the Company and the Selling Stockholders. (a) The Company and each of Xxxxx X. Xxxxxx, Xxxxx X. Xxxxxx Children's Trust, Xxxxx X. Xxxxx, Xxxxx X. Xxxxx Children's Trust and Xxxxxxx X. Xxxxxx (collectively, the "Principals") severally hereby represents and warrants to, and agrees with, to the several Underwriters as follows: (i) No order preventing The Company does not own or suspending control, directly or indirectly, any corporation, association or other entity other than Renaissance Solutions Limited and Renaissance Securities Corp. (herein called the use Subsidiaries). Each of any Preliminary Prospectus the Company and the Subsidiaries has been issued duly incorporated and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation, has full corporate power and authority to own or lease its properties and conduct its business as described in the Registration Statement and the Prospectus and as being conducted, and is duly qualified as a foreign corporation and in good standing in all jurisdictions in which the character of the property owned or leased or the nature of the business transacted by it makes qualification necessary (except where the failure to be so qualified would not have a material adverse effect on the business, properties, financial condition or results of operations of the Company and the Subsidiaries, taken as a whole (herein called a Material Adverse Effect)). Each of the Company and the Subsidiaries now holds, and at the Closing Date (as hereinafter defined) will hold, all licenses, permits and certificates from state, federal and other regulatory authorities which are necessary for the conduct of the business of the Company and the Subsidiaries, taken as a whole, except to the extent that the failure to hold any such licenses, permits and certificates would not, singly or in the aggregate, have a Material Adverse Effect. (ii) Since the respective dates as of which information is given in the Registration Statement and the Prospectus, there has not been any materially adverse change in the business, properties, financial condition or results of operations of the Company and the Subsidiaries, taken as a whole, whether or not arising from transactions in the ordinary course of business, other than as disclosed in or specifically contemplated by the Commission Registration Statement and each Preliminary the Prospectus. Since such dates, at except in the time ordinary course of filing thereof or business, neither the time of first use within the meaning Company nor either of the Rules Subsidiaries has entered into any transaction material to the business of the Company and Regulationsthe Subsidiaries, complied taken as a whole, not disclosed in or specifically contemplated by the Registration Statement and the Prospectus. (iii) The Registration Statement and the Prospectus comply, and on the Closing Date and any later date on which Option Stock is to be purchased, the Prospectus will comply, in all material respects respects, with the requirements provisions of the Securities Act and the Rules rules and Regulations and regulations of the Commission thereunder; on the Effective Date, the Registration Statement did not contain an any untrue statement of a material fact or and did not omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; except that the foregoing shall not apply to statements in or omissions from any Preliminary Prospectus in reliance upon, and in conformity with, written information furnished to the Company by you, or by any Underwriter through you, specifically for use in the preparation thereof. (ii) As of the time any part of the Registration Statement (or any post-effective amendment thereto, including a registration statement (if any) filed pursuant to Rule 462(b) increasing the size of the offering registered under the Act) became effective, upon the filing or first use within the meaning of the Rules and Regulations of the Prospectus (or any supplement to the Prospectus) and at the First Closing Date and Second Closing Date (as hereinafter defined), (A) the Registration Statement and the Prospectus (in each case, as so amended and/or supplemented) conformed or will conform in all material respects to the requirements of the Act and the Rules and Regulations, (B) the Registration Statement (as so amended) did not or will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; and, and (C) on the Effective Date the Prospectus (as so supplemented) did not or and, on the Closing Date and any later date on which Option Stock is to be purchased, will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances in which they are or were made, not misleading; except that the foregoing shall not apply to statements in or omissions from any such document in reliance upon, and in conformity with, written information furnished to the Company by you, or by any Underwriter through you, specifically for use in the preparation thereof. If the Registration Statement has been declared effective by the Commission, no stop order suspending the effectiveness of the Registration Statement has been issued, and, to the Company’s knowledge, no proceeding for that purpose has been initiated or threatened by the Commission. (iii) Neither (A) the Issuer-Represented General Free Writing Prospectus(es) issued at or prior to the Time of Sale and the Statutory Prospectus at the Time of Sale, all considered together (collectively, the “Time of Sale Disclosure Package”), nor (B) any individual Issuer-Represented Limited-Use Free Writing Prospectus, when considered together with the Time of Sale Disclosure Package, includes or included as of the Time of Sale contain any untrue statement of a material fact or omit or omitted as of the Time of Sale to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not ; provided, however, that none of the representations and warranties in this subparagraph (iii) shall apply to statements in in, or omissions from any Statutory from, the Registration Statement or the Prospectus or any Issuer-Represented Free Writing Prospectus based made in reliance upon and in conformity with written information herein or otherwise furnished in writing to the Company by you or on behalf of the Underwriters for use in the Registration Statement or the Prospectus. (iv) The shares of the Stock to be sold by the Selling Stockholders have been duly authorized and validly issued and are fully paid and nonassessable. The shares of the Stock to be sold by the Company, when issued and sold to the Underwriters as provided herein, will be duly and validly issued, fully paid and nonassessable. The Stock conforms (or, in the case of the Stock to be sold by the Company, will conform when issued) to the description thereof in the Prospectus. No stockholder of the Company has any right that has not been waived to require the Company to register the sale of any shares owned by such stockholder under the Securities Act in the public offering contemplated by this Agreement. No preemptive rights of, or rights of refusal in favor of, stockholders exist pursuant to the Amended and Restated Certificate of Incorporation or Amended and Restated By-Laws of the Company with respect to the Stock, the issue and sale of the Stock to be sold by the Company or the sale of the Stock to be sold by the Selling Stockholders; and there are no contractual preemptive rights pursuant to agreements to which the Company is a party that have not been waived, rights of first refusal or rights of co-sale which exist pursuant to agreements to which the Company or any of the Selling Stockholders is a party with respect to the issue and sale of the Stock to be sold by the Company or the sale of the Stock to be sold by the Selling Stockholders. No further approval or authority of the stockholders or the Board of Directors of the Company will be required for the issuance and sale of the Stock to be sold by the Company or the sale of the Stock to be sold by the Selling Stockholders as contemplated herein. (v) The Common Stock is listed on the Nasdaq National Market, and the Stock has been duly authorized for listing thereon, subject to official notice of issuance. (vi) Except as otherwise disclosed in or specifically contemplated by the Prospectus, to the best of the Company's knowledge, the Company and the Subsidiaries own, possess adequate rights to use, or can acquire on reasonable terms, all material patents, patent rights, inventions, trade secrets, know-how, proprietary techniques, including processes and substances, trademarks, service marks, trade names and copyrights owned or used by them or which are necessary for the conduct of their businesses as described in the Prospectus. Except as disclosed in the Prospectus, neither the Company nor either of the Subsidiaries has received any written notice of infringement of or conflict with asserted rights of others with respect to any patents, patent rights, inventions, trade secrets, know-how, proprietary techniques, including processes and substances, trademarks, service marks, trade names or copyrights which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would have a Material Adverse Effect. (vii) The Company has not been advised by Deloitte & Touche LLP that any review of the Company's system of internal accounting controls by Deloitte & Touche LLP disclosed any weakness in internal controls that Deloitte & Touche LLP considered to be material weaknesses. (b) Each of the Selling Stockholders, severally and not jointly, represents and warrants to the Company and the Underwriters as follows: (i) On the Closing Date, such Selling Stockholder shall have good and marketable title to all the shares of the Stock to be sold by such Selling Stockholder hereunder, free and clear of all liens, encumbrances, equities, security interests and claims whatsoever, with full right, power and authority to deliver such shares hereunder, subject, in the case of each Selling Stockholder other than Gemini (the Non-Gemini Selling Stockholders), to the rights of the Company, as Custodian (herein called the Custodian), and that upon the delivery of and payment for such shares of the Stock hereunder, the several Underwriters will receive good and marketable title thereto, free and clear of all liens, encumbrances, equities, security interests and claims whatsoever except any which may be created by the Underwriters. (ii) If such Selling Stockholder is a Non-Gemini Selling Stockholder: certificates in negotiable form for the shares of the Stock to be sold by such Non-Gemini Selling Stockholder (or vested stock options or currently exercisable warrants to acquire such shares, in each case with notices of exercise or similar documentation sufficient to cause such options or warrants to be exercised by the Custodian prior to the Closing Date) have been placed in custody under a Custody Agreement with the Custodian for delivery under this Agreement; such Non-Gemini Selling Stockholder specifically agrees that the shares of the Stock represented by the certificates (or purchasable upon exercise of options or warrants) so held in custody for such Non-Gemini Selling Stockholder are subject to the interests of the several Underwriters and the Company, that the arrangements made by such Non-Gemini Selling Stockholder for such custody, including the Power of Attorney provided for in connection with such Custody Agreement, are to that extent irrevocable, and that the obligations of such Non-Gemini Selling Stockholder shall not be terminated by any act of such Non-Gemini Selling Stockholder or by operation of law, whether by the death or incapacity of such Non-Gemini Selling Stockholder (or in the case of a Non- Gemini Selling Stockholder that is not an individual, the dissolution or liquidation of such Non-Gemini Selling Stockholder) or the occurrence of any Underwriter through you specifically other event; and if any such death, incapacity, dissolution, liquidation or other event should occur before the delivery of such shares of the Stock hereunder, certificates for use thereinsuch shares of the Stock shall be delivered by the Custodian in accordance with the terms and conditions of this Agreement as if such death, incapacity, dissolution, liquidation or other event had not occurred, regardless of whether the Custodian shall have received notice of such death, incapacity, dissolution, liquidation or other event. (iii) Such Selling Stockholder, if not an individual, has obtained all required approval or authority of its stockholders, Board of Directors or other governing entity for the issuance and sale of the shares of Stock to be sold by such Selling Stockholder as contemplated herein. As used Such Selling Stockholder has full right, power and authority to enter into this Agreement and any Custody Agreement and Power of Attorney to which such Selling Stockholder is a party, and to perform the transactions contemplated hereby and thereby. This Agreement and any Custody Agreement and Power of Attorney to which such Selling Stockholder is a party have been duly authorized, executed and delivered by or on behalf of such Selling Stockholder, and copies of any such Custody Agreement and Power of Attorney have been delivered to you. (iv) The making and performance of this Agreement and any Custody Agreement and Power of Attorney to which such Selling Stockholder is a party, and the consummation of the transactions contemplated hereby and thereby, will not (a) conflict with, result in this paragraph a breach or violation of, or constitute (either by itself or upon notice or the passage of time or both) a default under any indenture, mortgage, deed of trust, trust (constructive or other), loan agreement, lease, franchise, license or other agreement or instrument to which such Selling Stockholder is a party or by which such Selling Stockholder or any of its properties is bound or (b) result in (either by itself or upon notice or the passage of time or both) a violation of any statute or any judgment, decree, order, rule or regulation of any court or any regulatory body, administrative agency or other governmental body applicable to such Selling Stockholder or any of such Stockholder's properties. Without limiting the generality of the foregoing, such Selling Stockholder is not subject to, or has obtained a waiver of, any contractual or regulatory restrictions that would prohibit it from owning the shares of Stock to be sold by such Selling Stockholder hereunder. (v) Such Selling Stockholder has not taken and elsewhere will not take, directly or indirectly, any action designed to or that might reasonably be expected to cause or result in this Agreement:stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Stock. Such Selling Stockholder has not distributed and will not make any distribution of any offering material in connection with the offering and sale of the Stock, except distributions of the Prospectus or any Preliminary Prospectus authorized by the Underwriters. (vi) Such Selling Stockholder has reviewed the information with respect to such Selling Stockholder contained in the Registration Statement and Prospectus; and the Prospectus did not include as of the Effective Date, and will not include as of the Closing Date or on any other date on which Option Stock is to be purchased, any untrue statement of a material fact with respect to such Selling Stockholder and did not, and will not, omit to state any material fact necessary in order to make the statements therein with respect to such Selling Stockholder, in the light of the circumstances under which they were made, not misleading.

Representations and Warranties of the Company and the Selling Stockholders. Each of the Company and the Selling Stockholders, jointly and severally, represents and warrants to each Underwriter on the date hereof, and shall be deemed to represent and warrant to each Underwriter on the Closing Date and the Additional Closing Date, that: (a) The Registration Statement has 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. Each Prepricing Prospectus included as part of the Registration Statement as originally filed or as part of any amendment or supplement thereto, or filed pursuant to Rule 424(a) under the Act, complied when so filed in all material respects with the provisions of the Act, except that this representation and warranty does not apply to statements in or omissions from such Prepricing Prospectus (or any amendment or supplement thereto) made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company represents and warrants to, and agrees with, the several Underwriters as follows:in writing by or on behalf of any Underwriter through you expressly for use therein. (ib) No The Commission has not issued any order preventing or suspending the use of any Preliminary Prepricing Prospectus, and the Prepricing Prospectus has been issued included as part of the Registration Statement declared effective by the Commission and each Preliminary Prospectus, at the time of filing thereof or the time of first use within the meaning of the Rules and Regulations, complied complies as to form in all material respects with the requirements of the Securities Act and Act. The Company has satisfied all conditions to the Rules and Regulations and did not contain an untrue statement use of a material fact or omit Form S-3 with respect to state a material fact required the offering of the Shares for sale to be stated therein or necessary to make the statements thereinpublic. The Registration Statement, in the light of the circumstances under form in which they were made, not misleading; except that the foregoing shall not apply to statements it became effective and also in or omissions from any Preliminary Prospectus in reliance upon, and in conformity with, written information furnished to the Company by you, or by any Underwriter through you, specifically for use in the preparation thereof. (ii) As of the time any part of the Registration Statement (or such form as it may be when any post-effective amendment theretothereto shall become effective, including a and any registration statement (if any) filed pursuant to Rule 462(b) increasing the size of the offering registered under the Act) became effective, upon the filing or first use within the meaning of the Rules complies and Regulations of the Prospectus (or any supplement to the Prospectus) and at the First Closing Date and Second Closing Date (as hereinafter defined), (A) the Registration Statement and the Prospectus (in each case, as so amended and/or supplemented) conformed or will conform comply in all material respects to with the requirements provisions of the Act and the Rules does not and Regulations, (B) the Registration Statement (as so amended) did not or will not include at any such times contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, except that this representation and warranty does not apply to statements in or omissions from the Registration Statement (Cor any amendment or supplement thereto) made in reliance upon and in conformity with information relating to any Underwriter furnished to the Prospectus (as so supplementedCompany in writing by or on behalf of any Underwriter through you expressly for use therein. The Prospectus, and any supplement or amendment thereto, when filed with the Commission under Rule 424(b) did under the Act, complies and will comply in all material respects with the provisions of the Act and does not or and will not include at any such times contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances in which they are or were made, not misleading; except that the foregoing shall not apply to statements in or omissions from any such document in reliance upon, and in conformity with, written information furnished to the Company by you, or by any Underwriter through you, specifically for use in the preparation thereof. If the Registration Statement has been declared effective by the Commission, no stop order suspending the effectiveness of the Registration Statement has been issued, and, to the Company’s knowledge, no proceeding for that purpose has been initiated or threatened by the Commission. (iii) Neither (A) the Issuer-Represented General Free Writing Prospectus(es) issued at or prior to the Time of Sale and the Statutory Prospectus at the Time of Sale, all considered together (collectively, the “Time of Sale Disclosure Package”), nor (B) any individual Issuer-Represented Limited-Use Free Writing Prospectus, when considered together with the Time of Sale Disclosure Package, includes or included as of the Time of Sale any untrue statement of a material fact or omit or omitted as of the Time of Sale to state any material fact necessary in order to make the statements thereinstatements, in the light of the circumstances under which they were made, not misleading. The preceding sentence , except that this representation and warranty does not apply to statements in or omissions from any Statutory the Prospectus (or any Issuer-Represented Free Writing Prospectus based amendment or supplement thereto) made in reliance upon and in conformity with written information relating to any Underwriter furnished to the Company in writing by you or by on behalf of any Underwriter through you specifically expressly for use therein. (c) The capitalization of the Company is as set forth in the Prospectus as of the date set forth therein. As used All the outstanding shares of Common Stock (including without limitation the Stockholder Firm Shares) and other securities of the Company have been duly authorized and validly issued, are fully paid and nonassessable and are free of any preemptive or similar rights; all offers and sales of the capital stock, warrants, options and debt or other securities or the Company and the Subsidiaries prior to the date hereof (including without limitation the Stockholder Firm Shares) were made in compliance with the Act and all other applicable state, federal and foreign laws or regulations, or any actions under the Act or any state, federal or foreign laws or regulations in respect of any such offers or sales are effectively barred by effective waivers or statutes of limitation; the Shares to be issued and sold to the Underwriters by the Company hereunder have been duly authorized and, when issued and delivered to the Underwriters against payment therefor in accordance with the terms hereof, will be validly issued, fully paid and nonassessable and free of any preemptive or similar rights; the securities of the Company conform to the description thereof in the Registration Statement and the Prospectus (or any amendment or supplement thereto); the form of certificate for the Shares conforms to the corporate law of the State of Utah; and the delivery of certificates for the Shares to be issued and sold by the Company pursuant to the terms of this paragraph Agreement and elsewhere payment for such Shares will pass valid marketable title to such shares, free and clear of any voting trust arrangements, liens, encumbrances, equities, claims or defects in this Agreement:title to the several Underwriters purchasing such Shares in good faith and without notice of any lien, claim or encumbrance. (d) The descriptions in the Registration Statement and the Prospectus of statutes,

Representations and Warranties of the Company and the Selling Stockholders. (a) The Company represents and warrants to, and agrees with, the several Underwriters as followsthat: (i) No order preventing or suspending A registration statement (No. 333-46776), including a prospectus, relating to the use of any Preliminary Prospectus Registered Securities, has been issued filed with the Securities and Exchange Commission ("Commission") and has been declared effective under the Securities Act of 1933 ("Act"). Such registration statement as amended as of the date of this Agreement is hereinafter referred to as the "Registration Statement". The prospectus included in such Registration Statement, as supplemented as contemplated by Section 4 to reflect the terms of offering of the Offered Securities, as first filed with the Commission pursuant to and each Preliminary in accordance with Rule 424(b) ("Rule 424(b)") under the Act, including all material incorporated by reference in such prospectus, is hereinafter referred to as the "Prospectus, at ". No document has been or will be prepared or distributed in reliance on Rule 434 under the time of filing thereof or Act. (ii) On the time of first use within the meaning effective date of the Rules and Regulationsregistration statement relating to the Registered Securities, complied such registration statement conformed in all material respects with to the requirements of the Securities Act and the rules and regulations of the Commission ("Rules and Regulations Regulations") and did not contain an include any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; except that the foregoing shall not apply to statements in or omissions from any Preliminary Prospectus in reliance upon, and in conformity with, written information furnished to the Company by you, or by any Underwriter through you, specifically for use in the preparation thereof. (ii) As of the time any part of the Registration Statement (or any post-effective amendment thereto, including a registration statement (if any) filed pursuant to Rule 462(b) increasing the size of the offering registered under the Act) became effective, upon the filing or first use within the meaning of the Rules and Regulations of the Prospectus (or any supplement to the Prospectus) and at the First Closing Date and Second Closing Date (as hereinafter defined), (A) the Registration Statement and the Prospectus (in each case, as so amended and/or supplemented) conformed or will conform in all material respects to the requirements of the Act and the Rules and Regulations, (B) the Registration Statement (as so amended) did not or will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and (C) on the date of this Agreement, the Registration Statement and the Prospectus (as so supplemented) did not conform, in all respects to the requirements of the Act and the Rules and Regulations, and neither of such documents includes, or will not include an include, any untrue statement of a material fact or omit omits, or will omit, to state a any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances in which they are or were made, therein not misleading; misleading except that the foregoing shall does not apply to statements in or omissions from any such document in reliance upon, and in conformity with, a Registration Statement or the Prospectus based upon written information furnished to the Company by you, or by any Underwriter through you, the Representative specifically for use therein, it being understood and agreed that the only such information is that described as such in the preparation thereof. If the Registration Statement has been declared effective by the Commission, no stop order suspending the effectiveness of the Registration Statement has been issued, and, to the Company’s knowledge, no proceeding for that purpose has been initiated or threatened by the CommissionSection 7(c) hereof. (iii) Neither The Company has been duly incorporated and is an existing corporation in good standing under the laws of the State of Delaware, with power and authority (corporate and other) to own its properties and conduct its business as described in the Prospectus; and the Company is duly qualified to do business as a foreign corporation in good standing in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification, except to the extent that the failure to be so qualified or to be in good standing, considering all such cases in the aggregate, would not be reasonably likely to have a material adverse effect on the business, properties, financial position or result of operations of the Company and its subsidiaries taken as a whole ("Material Adverse Effect"). (iv) Each subsidiary of the Company has been duly incorporated and is an existing corporation in good standing under the laws of the jurisdiction of its incorporation, with power and authority (corporate and other) to own its properties and conduct its business as described in the Prospectus; and each subsidiary of the Company is duly qualified to do business as a foreign corporation in good standing in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification, except to the extent that the failure to be so qualified or to be in good standing would not be reasonably likely to have a Material Adverse Effect; all of the issued and outstanding capital stock of each subsidiary of the Company has been duly authorized and validly issued and is fully paid and nonassessable; and the capital stock of each subsidiary owned by the Company, directly or through subsidiaries, is owned free from liens, encumbrances and defects. (v) The Offered Securities and all other outstanding shares of capital stock of the Company have been duly authorized and validly issued, fully paid and nonassessable and conform to the description thereof contained in the Prospectus; and the stockholders of the Company have no preemptive rights with respect to the Securities. (vi) Except as disclosed in the Prospectus, there are no contracts, agreements or understandings between the Company and any person that would give rise to a valid claim against the Company or any Underwriter for a brokerage commission, finder's fee or other like payment. (vii) Except for the Stockholder Agreement dated as of April 28, 1995 (the "Stockholder Agreement") among the Company, Xxxxxxxx-XxXxxxx Inc. and HLR Holdings Inc., there are no contracts, agreements or understandings between the Company and any person granting such person the right to require the Company to file a registration statement under the Act with respect to any securities of the Company owned or to be owned by such person or to require the Company to include such securities in the securities registered pursuant to a Registration Statement or in any securities being registered pursuant to any other registration statement filed by the Company under the Act. (viii) The Securities are listed on The New York Stock Exchange. (ix) No consent, approval, authorization, or order of, or filing with, any governmental agency or body or any court is required to be obtained or made by the Company for the consummation of the transactions contemplated by this Agreement in connection with the sale of the Offered Securities, except such as have been obtained and made under the Act and such as may be required under state securities laws. (x) The execution, delivery and performance of this Agreement, and the consummation of the transactions herein contemplated will not result in a breach or violation of any of the terms and provisions of, or constitute a default under, any statute, any rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Company or any subsidiary of the Company or any of their properties, or any agreement or instrument to which the Company or any such subsidiary is a party or by which the Company or any such subsidiary is bound or to which any of the properties of the Company or any such subsidiary is subject, or the charter or by-laws of the Company or any such subsidiary, except to the extent that such breaches, violations or defaults, individually or in the aggregate, would not be reasonably likely to have a Material Adverse Effect. (xi) This Agreement has been duly authorized, executed and delivered by the Company. (xii) The Company and its subsidiaries possess adequate certificates, authorities or permits issued by appropriate governmental agencies or bodies necessary to conduct the business now operated by them and have not received any notice of proceedings relating to the revocation or modification of any such certificate, authority or permit that, if determined adversely to the Company or any of its subsidiaries, would have a Material Adverse Effect. (xiii) No labor dispute with the employees of the Company or any subsidiary exists or, to the knowledge of the Company, is imminent that might have a Material Adverse Effect. (xiv) The Company and its subsidiaries own, possess or can acquire on reasonable terms, adequate trademarks, trade names and other rights to inventions, know-how, patents, copyrights, confidential information and other intellectual property (collectively, "intellectual property rights") necessary to conduct the business now operated by them, or presently employed by them, and have not received any notice of infringement of or conflict with asserted rights of others with respect to any intellectual property rights that, if determined adversely to the Company or any of its subsidiaries, would individually or in the aggregate have a Material Adverse Effect. (xv) Except as disclosed in the Prospectus, neither the Company nor any of its subsidiaries is in violation of any statute, any rule, regulation, decision or order of any governmental agency or body or any court, domestic or foreign, relating to the use, disposal or release of hazardous or toxic substances or relating to the protection or restoration of the environment or human exposure to hazardous or toxic substances (collectively, "environmental laws"), owns or operates any real property contaminated with any substance that is subject to any environmental laws, is liable for any off-site disposal or contamination pursuant to any environmental laws, or is subject to any claim relating to any environmental laws, which violation, contamination, liability or claim would individually or in the aggregate have a Material Adverse Effect; and the Company is not aware of any pending investigation which might lead to such a claim. (xvi) Except as disclosed in the Prospectus, there are no pending actions, suits or proceedings against or affecting the Company, any of its subsidiaries or any of their respective properties that, if determined adversely to the Company or any of its subsidiaries, would individually or in the aggregate have a Material Adverse Effect, or would materially and adversely affect the ability of the Company to perform its obligations under this Agreement, or which are otherwise material in the context of the sale of the Offered Securities; and no such actions, suits or proceedings are threatened or, to the Company's knowledge, contemplated. (xvii) The financial statements included in each Registration Statement and the Prospectus present fairly the financial position of the Company and its consolidated subsidiaries as of the dates shown and their results of operations and cash flows for the periods shown, and such financial statements have been prepared in conformity with the generally accepted accounting principles in the United States applied on a consistent basis; and the schedules included in each Registration Statement present fairly the information required to be stated therein. (xviii) Since the respective dates as of which information is given or incorporated by reference in the Prospectus, and except as otherwise stated or contemplated therein, (A) there has been no material adverse change and no development reasonably likely to result in a prospective material adverse change in the Issuer-Represented General Free Writing Prospectus(es) issued at condition (financial or prior to the Time of Sale and the Statutory Prospectus at the Time of Sale, all considered together (collectively, the “Time of Sale Disclosure Package”otherwise), nor business, properties, or results of operations of the Company and its subsidiaries taken as a whole whether or not arising in the ordinary course of business; (B) there have been no transactions entered into by the Company or any individual Issuer-Represented Limited-Use Free Writing Prospectusof its subsidiaries which are material to the Company and its subsidiaries, when considered together taken as a whole, other than those entered into in the ordinary course of business or in connection with the Time of Sale Disclosure Package, includes or included as Offered Securities; (C) except for changes occurring in connection with the offering of the Time Offered Securities or pursuant to the issuance or exercise of Sale options pursuant to the Company's stock option or other employee benefit plans described in the Registration Statement, there has been no material change in the capital stock of the Company or any of its subsidiaries; and (D) except in connection with the offering of the Offered Securities, there has been no dividend or distribution of any kind declared, paid or made by the Company or any of its wholly owned subsidiaries on any class of their capital stock. (xix) The Company is not and, after giving effect to the offering and sale of the Offered Securities, will not be an "investment company" as defined in the Investment Company Act of 1940. (b) Each Selling Stockholder severally represents and warrants to, and agrees with, the several Underwriters that: (i) Such Selling Stockholder has and on each Closing Date hereinafter mentioned will have valid and unencumbered title to the Offered Securities to be delivered by such Selling Stockholder on such Closing Date and full right, power and authority to enter into this Agreement and to sell, assign, transfer and deliver the Offered Securities to be delivered by such Selling Stockholder on such Closing Date hereunder; and upon the delivery of and payment for the Offered Securities on each Closing Date hereunder the several Underwriters will acquire valid and unencumbered title to the Offered Securities to be delivered by such Selling Stockholder on such Closing Date. (ii) On the effective date of the Registration Statement relating to the Registered Securities, such registration statement conformed in all respects to the requirements of the Act and the Rules and Regulations and did not include any untrue statement of a material fact or omit or omitted as of the Time of Sale to state any material fact required to be stated therein or necessary in order to make the statements thereintherein not misleading, and on the date of this Agreement, the Registration Statement and the Prospectus conform, in all respects to the light requirements of the circumstances under which they were madeAct and the Rules and Regulations, and neither of such documents includes, or will include, any untrue statement of a material fact or omits, or will omit, to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The preceding sentence does not apply , except that the foregoing applies only to the extent that any statements in or omissions from any Statutory a Registration Statement or the Prospectus or any Issuer-Represented Free Writing Prospectus are based upon and in conformity with on written information furnished to the Company by you or by any Underwriter through you such Selling Stockholder specifically for use therein. As used . (iii) Except as disclosed in this paragraph the Prospectus, there are no contracts, agreements or understandings between such Selling Stockholder and elsewhere in this Agreement:any person that would give rise to a valid claim against the Company or any Underwriter for a brokerage commission, finder's fee or other like payment.

Representations and Warranties of the Company and the Selling Stockholders. (a) The Company represents and warrants to, and agrees with, the several Underwriters as follows: (i) No order preventing or suspending the use of any Preliminary Prospectus has been issued by the Commission and each Preliminary Prospectus, at the time of filing thereof or the time of first use within the meaning of the Rules and Regulations, complied in all material respects with the requirements of the Securities Act and the Rules and Regulations and did not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; except that the foregoing shall not apply to statements in or omissions from any Preliminary Prospectus in reliance upon, and in conformity with, written information furnished to the Company by you, or by any Underwriter through you, specifically for use in the preparation thereof. (ii) As of the time any part of the Registration Statement (or any post-effective amendment thereto, including a registration statement (if any) filed pursuant to Rule 462(b) increasing the size of the offering registered under the Act) became effective, upon the filing or first use within the meaning of the Rules and Regulations of the Prospectus (or any supplement to the Prospectus) and at the First Closing Date and Second Closing Date (as hereinafter defined), (A) the Registration Statement and the Prospectus (in each case, as so amended and/or supplemented) conformed or will conform in all material respects to the requirements of the Act and the Rules and Regulations, (B) the Registration Statement (as so amended) did not or will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and (C) the Prospectus (as so supplemented) did not or will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances in which they are or were made, not misleading; except that each of the foregoing shall not apply to statements in or omissions from any such document in reliance upon, and in conformity with, written information furnished to the Company by you, or by any Underwriter through you, specifically for use in the preparation thereof. If the Registration Statement has been declared effective by the Commission, no stop order suspending the effectiveness of the Registration Statement has been issued, and, to the Company’s knowledge, and no proceeding for that purpose has been initiated or or, to the Company’s knowledge, threatened by the Commission. (iii) Neither (A) the Issuer-Represented Issuer General Free Writing Prospectus(es) issued at or prior to the Time of Sale and the Statutory Prospectus at the Time of SaleProspectus, all considered together (collectively, the “Time of Sale Disclosure Package”), nor (B) any individual Issuer-Represented Issuer Limited-Use Free Writing Prospectus, when considered together with the Time of Sale Disclosure Package, includes or included as of the Time of Sale any untrue statement of a material fact or omit omits or omitted as of the Time of Sale to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from any Statutory Prospectus or any Issuer-Represented Issuer Free Writing Prospectus based upon and in conformity with written information furnished to the Company by you or by any Underwriter through you specifically for use therein. As used in this paragraph and elsewhere in this Agreement:

Representations and Warranties of the Company and the Selling Stockholders. (a) The Company represents and warrants to, and agrees with, the several Underwriters as followsthat: (i) No order preventing or suspending A registration statement (No. 333-135486) (“initial registration statement”) relating to the use Offered Securities, including a form of any Preliminary Prospectus prospectus, has been issued by filed with the Securities and Exchange Commission (“Commission”) and an additional registration statement (“additional registration statement”) relating to the Offered Securities may have been or may be filed with the Commission and each Preliminary Prospectus, at the time of filing thereof or the time of first use within the meaning of the Rules and Regulations, complied in all material respects with the requirements of pursuant to Rule 462(b) (“Rule 462(b)”) under the Securities Act and of 1933 (“Act”). “Initial Registration Statement” as of any time means the Rules and Regulations and did not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements thereininitial registration statement, in the light of form then filed with the circumstances under which they were madeCommission, not misleading; except that the foregoing shall not apply to statements in or omissions from any Preliminary Prospectus in reliance upon, and in conformity with, written including all information furnished to the Company by you, or by any Underwriter through you, specifically for use contained in the preparation thereof. (ii) As of the time any part of the Registration Statement (or any post-effective amendment thereto, including a additional registration statement (if any) and then deemed to be a part of the initial registration statement pursuant to the General Instructions of the Form on which it is filed and all information (if any) included in a prospectus then deemed to be a part of the initial registration statement pursuant to Rule 462(b430C (“Rule 430C”) increasing under the size Act or retroactively deemed to be a part of the offering registered initial registration statement pursuant to Rule 430A(b) (“Rule 430A(b)”) under the Act) became effectiveAct and that in any case has not then been superseded or modified. “Additional Registration Statement” as of any time means the additional registration statement, upon in the filing or first use within form then filed with the meaning Commission, including the contents of the Rules Initial Registration Statement incorporated by reference therein and Regulations including all information (if any) included in a prospectus then deemed to be a part of the Prospectus (additional registration statement pursuant to Rule 430C or any supplement retroactively deemed to be a part of the Prospectusadditional registration statement pursuant to Rule 430A(b) and at the First Closing Date and Second Closing Date (as hereinafter defined), (A) the that in any case has not then been superseded or modified. The Initial Registration Statement and the Prospectus (in each case, Additional Registration Statement are herein referred to collectively as so amended and/or supplemented) conformed or will conform in all material respects to the requirements “Registration Statements” and individually as a “Registration Statement”. “Registration Statement” as of any time means the Initial Registration Statement and any Additional Registration Statement as of such time. For purposes of the Act and the Rules and Regulationsforegoing definitions, (B) the information contained in a form of prospectus that is deemed retroactively to be a part of a Registration Statement (as so amended) did not or will not include an untrue statement of a material fact or omit pursuant to state a material fact required Rule 430A shall be considered to be stated therein or necessary to make the statements therein not misleading, and (C) the Prospectus (included in such Registration Statement as so supplemented) did not or will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances time specified in which they are or were madeRule 430A. As of the time of execution and delivery of this Agreement, not misleading; except that the foregoing shall not apply to statements in or omissions from any such document in reliance upon, and in conformity with, written information furnished to the Company by you, or by any Underwriter through you, specifically for use in the preparation thereof. If the Initial Registration Statement has been declared effective by under the Commission, no stop order suspending the effectiveness of the Act and is not proposed to be amended. Any Additional Registration Statement has or will become effective upon filing with the Commission pursuant to Rule 462(b) and is not proposed to be amended. The Offered Securities all have been issued, or will be duly registered under the Act pursuant to the Initial Registration Statement and, to the Company’s knowledge, no proceeding for that purpose has been initiated or threatened by the Commission. (iii) Neither (A) the Issuer-Represented General Free Writing Prospectus(es) issued at or prior to the Time of Sale and the Statutory Prospectus at the Time of Sale, all considered together (collectivelyif applicable, the “Time Additional Registration Statement. For purposes of Sale Disclosure Package”), nor (B) any individual Issuer-Represented Limited-Use Free Writing Prospectus, when considered together with the Time of Sale Disclosure Package, includes or included as of the Time of Sale any untrue statement of a material fact or omit or omitted as of the Time of Sale to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from any Statutory Prospectus or any Issuer-Represented Free Writing Prospectus based upon and in conformity with written information furnished to the Company by you or by any Underwriter through you specifically for use therein. As used in this paragraph and elsewhere in this Agreement:, “Effective Time” with respect to the