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

REPRESENTATIONS AND WARRANTIES OF THE SELLING. Shareholders. Each Selling Shareholder, severally and not jointly, represents ------------ and warrants to and agrees with the several Underwriters and the Company, and shall be deemed to represent and warrant to the several Underwriters and the Company on each Closing Date, that: (a) Such Selling Shareholder has duly executed a durable power of attorney and custody agreement ("Durable Power of Attorney and Custody Agreement") naming Xxxxxx X. Xxxxxx and Xxxx X. Xxxxxx, or either of them, as such Selling Shareholder's attorney(s)-in-fact ("Attorneys-in-Fact") for the purpose of entering into and carrying out this Agreement and naming U.S. Stock Transfer Corporation as custodian ("Custodian") of the Shares of such Selling Shareholder for the purpose of selling such Shares to the Underwriters on each Closing Date and receiving payment therefor. (b) All consents, approvals, authorizations and orders necessary for the execution and delivery by such Selling Shareholder of this Agreement and the Durable Power of Attorney and Custody Agreement, and for the sale and delivery of the Shares to be sold by such Selling Shareholder hereunder, as set forth on Schedule I annexed hereto, have been obtained. Such Selling Shareholder either (i) has, and at the time of delivery thereof hereunder such Selling Shareholder will have, good and valid title to the Shares proposed to be sold by such Selling Shareholder hereunder, free and clear of all voting trust arrangements, liens, encumbrances, security interests, equities, claims and community or marital property rights (collectively, "Encumbrances"), other than any created by the Durable Power of Attorney and Custody Agreement or this Agreement for the benefit of the Underwriters, (ii) has delivered to the Company an irrevocable conditional notice of exercise (a "Notice of Exercise") relating to the exercise of one or more options to purchase shares of Common Stock equal to or greater than the number of Shares proposed to be sold by such Selling Shareholder hereunder, or (iii) has delivered a Notice of Exercise relating to such number of shares of Common Stock that, together with the Shares of Common Stock to which such Selling Shareholder has good and valid title, free and clear of all Encumbrances, other than any created by the Durable Power of Attorney and Custody Agreement or this Agreement for the benefit of the Underwriters, is equal to or greater than the number of Shares proposed to be sold by such Selling Shareholder hereunder. Such Selling Shareholder has full right, power and authority to enter into this Agreement and the Durable Power of Attorney and Custody Agreement and to sell, assign, transfer and deliver the Shares to be sold by such Selling Shareholder hereunder, free and clear of all voting trust arrangements, liens, encumbrances, security interests, equities, claims and community or marital property rights, other than any created by the Durable Power of Attorney and Custody Agreement or this Agreement for the benefit of the Underwriters. Upon delivery of and payment for such Shares hereunder, the Underwriters will acquire good and valid title thereto, free and clear of all voting trust arrangements, liens, encumbrances, security interests, equities, claims and community or marital property rights. (c) Such Selling Shareholder has not distributed and will not distribute any Preliminary Prospectus, the Prospectus or any other material in connection with the offering and sale of the Shares. Such Selling Shareholder has not taken and will not take, directly or indirectly, any action designed to or which could cause or result in, under the Exchange Act or otherwise, stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Common Stock. (d) The execution, delivery and performance by such Selling Shareholder of this Agreement and the Durable Power of Attorney and Custody Agreement will not, if applicable, result in the violation of any provisions of the Certificate of Incorporation, By-laws or other governing documents of such Selling Shareholder, or constitute a breach, or be in contravention, of any provision of any agreement, franchise, license, indenture, mortgage, deed of trust or other instrument to which such Selling Shareholder is a party or by which such Selling Shareholder or such Selling Shareholder's property may be bound or affected, or any statute, rule or regulation applicable to such Selling Shareholder, or violate any order or decree of any court, regulatory body, administrative agency or other governmental body having jurisdiction over such Selling Shareholder or any of such Selling Shareholder's property. No consent, approval, authorization or other order of any court, regulatory body, administrative agency or other governmental body is required for the execution and delivery of, and performance under, this Agreement by such Selling Shareholder or the consummation by such Selling Shareholder of the transactions contemplated by this Agreement, except for compliance with the Act, the Exchange Act, the Blue Sky Laws applicable to the public offering of the Shares by the Underwriters and the clearance of such offering with the NASD. Such Selling Shareholder hereby represents and warrants that each Attorney-in-Fact has been duly appointed as attorney-in-fact by such Selling Shareholder for the purpose of entering into and carrying out this Agreement, and the Durable Power of Attorney and Custody Agreement has been duly executed and delivered by or on behalf of such Selling Shareholder to the Representatives. (e) This Agreement and the Durable Power of Attorney and Custody Agreement are each valid and binding agreements of such Selling Shareholder enforceable in accordance with their respective terms. (f) Except with respect to any Shares subject to issuance upon the exercise of options pursuant to a Notice of Exercise, such Selling Shareholder has deposited in custody, under the Durable Power of Attorney and Custody Agreement, certificates in negotiable form for the Shares to be sold hereunder by such Selling Shareholder as set forth opposite such Selling Shareholder's name on Schedule I annexed hereto (including the maximum number of Optional Shares set forth on Schedule I) for the purpose of further delivery pursuant to this Agreement. Such Selling Shareholder agrees that any Shares of such Selling Shareholder on deposit with the Custodian are subject to the interests of the Company, the Underwriters and the other Selling Shareholders, that the arrangements made for such custody, the election to exercise an option pursuant to any Notice of Exercise, and the appointment of the Attorneys-in-Fact pursuant to the Durable Power of Attorney and Custody Agreement, are irrevocable to the extent provided therein, and that the obligations of such Selling Shareholder hereunder and under the Durable Power of Attorney and Custody Agreement shall not be terminated, except as provided in this Agreement and the Durable Power of Attorney and Custody Agreement, by any act of such Selling Shareholder, by operation of law, whether in the case of an individual Selling Shareholder, by the death or incapacity of such Selling Shareholder or, in the case of a trust or estate, by the death of the trustee or trustees or the executor or executors or the termination of such trust or estate, or, in the case of a partnership or corporation, by the dissolution, winding up or other event affecting the legal life of such entity, or by the occurrence of any other event. If any individual Selling Shareholder, trustee or executor should die or become incapacitated, or any such trust, estate, partnership or corporation should be terminated, or if any other event should occur before the delivery of the Shares hereunder, the certificates for Shares then on deposit with the Custodian shall, to the extent such Shares are purchased by the Underwriters, be delivered by the Custodian in accordance with the terms and conditions of this Agreement and the Durable Power of Attorney and Custody Agreement as if such death, incapacity, termination or other event had not occurred, regardless of whether or not the Custodian shall have received notice thereof. Such Selling Shareholder represents that each Attorney-in-Fact has been authorized by such Selling Shareholder to execute and deliver this Agreement and the Custodian has been authorized to receive and acknowledge receipt of the proceeds of sale of the Shares sold by such Selling Shareholder against delivery thereof and otherwise to act on behalf of such Selling Shareholder. (g) Insofar as it relates to such Selling Shareholder, each Preliminary Prospectus, as of its date, has conformed in all material respects with the requirements of the Act and, as of its date, has not included any untrue statement of a material fact or omitted to state a material fact necessary to make the statements therein not misleading; and on the effective date of the Registration Statement and at all times subsequent thereto up to each Closing Date, (i) the Registration Statement and the Prospectus, as they relate to such Selling Shareholder, did or will conform to the requirements of the Act, and (ii) neither the Registration Statement nor the Prospectus as it relates to such Selling Shareholder did or will include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. (h) To the knowledge of each Selling Shareholder, the representations and warranties of the Company set forth in section 2 hereof are true and correct. (i) The information contained in such Selling Shareholder's Selling Shareholders' Questionnaire completed in connection with the Company's public offering and delivered to the Representatives was, as of the date of such questionnaire, and is, as of the date of this Agreement, true and correct. A certificate signed by or on behalf of any Selling Shareholder as such and delivered to the Representatives or to counsel for the Underwriters shall be deemed a representation and warranty by such Selling Shareholder to the Underwriters as to the matters covered thereby. A certificate delivered by or on behalf of any Selling Shareholder to counsel for the Selling Shareholders for purposes of enabling such counsel to render the opinion referred in Section 10(e) will also be furnished to the Representatives and counsel for the Underwriters and shall be deemed to be additional representations and warranties to the Underwriters by such Selling Shareholder as to the matters covered thereby.

REPRESENTATIONS AND WARRANTIES OF THE SELLING. ShareholdersStockholders. Each of the Selling ShareholderStockholders hereby ------------ represents and warrants, severally and jointly but not jointlyseverally, represents ------------ and warrants to and agrees with the several Underwriters and the Company, and shall be deemed to represent and warrant to the several Underwriters and the Company on each Closing Date, that: (a) Such The Selling Shareholder Stockholder has duly executed a durable all right, power and authority to enter into this Agreement, the Power of attorney Attorney for Sale of Common Stock of Signature Resorts, Inc. (the "Power of Attorney") and custody agreement the Custody Agreement for Sale of Common Stock of Signature Resorts, Inc. (the "Durable Custody Agreement") and to consummate the transactions contemplated hereby and thereby, including, without limitation, the sale, assignment, transfer and delivery of the Common Shares to be sold by the Selling Stockholder pursuant to this Agreement. Each of the Power of Attorney and the Custody Agreement") naming Xxxxxx X. Xxxxxx Agreement has been duly authorized, executed and Xxxx X. Xxxxxx, delivered by or either on behalf of them, the Selling Stockholder and constitutes the valid and binding instrument or agreement of the Selling Stockholder enforceable in accordance with its terms except as such Selling Shareholder's attorney(s)-in-fact ("Attorneys-in-Fact") for the purpose of entering into and carrying out this Agreement and naming U.S. Stock Transfer Corporation as custodian ("Custodian") of the Shares of such Selling Shareholder for the purpose of selling such Shares to the Underwriters on each Closing Date and receiving payment thereforenforceability may be limited by general equitable principles, bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors' rights generally. (b) All consentsThe execution, approvals, authorizations delivery and orders necessary for performance of the execution and delivery by such Selling Shareholder of this Custody Agreement and the Durable Power of Attorney and Custody Agreement, and for by the sale and delivery of the Shares to be sold by such Selling Shareholder hereunder, as set forth on Schedule I annexed hereto, have been obtained. Such Selling Shareholder either Stockholder (i) requires no action, consent or approval by or in respect of, or filing with, any governmental body, agency, official or authority or any individual, corporation, partnership, association, trust or other entity or organization which has not been made or obtained and (ii) does not constitute a default under or give rise to any right of termination, cancellation or acceleration of any right or obligation of such party or a loss of any benefit to which such party is entitled under any provision of any material agreement, contract, indenture, lease or other instrument binding upon such party or any material license, franchise, permit or other similar authorization held by such party or result in the creation or imposition of any mortgage, life interest, lien (except as created by such agreements), pledge, charge, security interest, fiduciary assignment, attachment, encumbrance or other adverse claim of any kind in respect of any asset of such party. (c) The Selling Stockholder has, and at immediately prior to the time delivery of delivery thereof hereunder such Selling Shareholder any Common Shares to the Underwriter will have, good and valid title to the Common Shares proposed to be sold by such the Selling Shareholder hereunderStockholder pursuant to this Agreement, free and clear of all voting trust arrangements, liens, encumbrances, security interestsequities or claims or any nature, equities, claims and community or marital property rights (collectively, "Encumbrances"), other than any created by the Durable Power of Attorney and Custody Agreement or this Agreement for the benefit of the Underwriters, (ii) has delivered to the Company an irrevocable conditional notice of exercise (a "Notice of Exercise") relating to the exercise of one or more options to purchase shares of Common Stock equal to or greater than the number of Shares proposed to be sold by such Selling Shareholder hereunder, or (iii) has delivered a Notice of Exercise relating to such number of shares of Common Stock that, together with the Shares of Common Stock to which such Selling Shareholder has good and valid title, free and clear of all Encumbrances, other than any created by the Durable Power of Attorney and Custody Agreement or this Agreement for the benefit of the Underwriters, is equal to or greater than the number of Shares proposed to be sold by such Selling Shareholder hereunder. Such Selling Shareholder has full right, power and authority to enter into this Agreement and the Durable Power of Attorney and Custody Agreement and to sell, assign, transfer and deliver such Common Shares, subject only to this Agreement, the Power of Attorney and the Custody Agreement; and upon delivery of such Common Shares and payment therefor pursuant to be sold by this Agreement, good and valid title to such Selling Shareholder hereunderCommon Shares, free and clear of all voting trust arrangements, liens, encumbrances, security interests, equities, equities or claims and community or marital property rights, other than of any created by nature will pass to the Durable Power of Attorney and Custody Agreement or this Agreement for the benefit of the several Underwriters. Upon delivery of and payment for such Shares hereunder, the Underwriters will acquire good and valid title thereto, free and clear of all voting trust arrangements, liens, encumbrances, security interests, equities, claims and community or marital property rights. (cd) Such The Selling Shareholder has not distributed and Stockholder will not distribute any Preliminary not, for a period of 90 days after the date of the Prospectus, either directly or indirectly, offer to sell, agree to sell or otherwise sell or dispose of any shares of Common Stock of the Prospectus Company, any options or warrants to purchase any shares of Common Stock of the Company, or any other material securities or rights convertible into or exchangeable for shares of Common Stock of the Company, owned either directly or indirectly by the Selling Stockholder or with respect to which the Selling Stockholder has the power of disposition, without the prior written consent of Xxxxxxxxxx Securities. (e) The Selling Stockholder has not, in connection with the offering and sale of the SharesSelling Stockholder's Common Shares to the Underwriters, distributed any offering material other than that permitted by the Act. (f) The attention of the Selling Stockholder has been directed to the rules of the Commission which prohibit the Selling Stockholder from bidding for or purchasing any shares of the Common Stock of the Company, or attempting to induce anyone else to bid for or purchase such shares, or taking any other action which might tend to stabilize or manipulate the price of the Common Stock, until the distribution of Common Stock pursuant to the Registration Statement has been completed. Such The Selling Shareholder Stockholder has not taken and will not take, directly or indirectly, any action which is designed to or which could has constituted or which might reasonably be expected to cause or result in, under the Exchange Act or otherwise, in stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Common StockShares. (dg) The execution, delivery and performance by such Selling Shareholder of this Agreement and the Durable Power of Attorney and Custody Agreement will not, if applicable, result in the violation of any provisions of the Certificate of Incorporation, By-laws or other governing documents of such Selling Shareholder, or constitute a breach, or be in contravention, of any provision of any agreement, franchise, license, indenture, mortgage, deed of trust or other instrument to which such Selling Shareholder is a party or by which such Selling Shareholder or such Selling Shareholder's property may be bound or affected, or any statute, rule or regulation applicable to such Selling Shareholder, or violate any order or decree of any court, regulatory body, administrative agency or other governmental body having jurisdiction over such Selling Shareholder or any of such Selling Shareholder's property. No consent, approval, authorization or other order of any court, regulatory body, administrative agency or other governmental body is required for the execution and delivery of, and performance under, this Agreement by such Selling Shareholder or the consummation by such Selling Shareholder of the transactions contemplated by this Agreement, except for compliance with the Act, the Exchange Act, the Blue Sky Laws applicable to the public offering of the Shares by the Underwriters and the clearance of such offering with the NASD. Such Selling Shareholder hereby represents and warrants that each Attorney-in-Fact Stockholder has been duly appointed as attorney-in-fact by such Selling Shareholder for the purpose of entering into and carrying out this Agreement, and the Durable Power of Attorney and Custody Agreement has been duly executed and placed in custody all of the documents to be delivered by or on behalf of such Selling Shareholder to the Representatives. (e) This Agreement and the Durable Power of Attorney and Custody Agreement are each valid and binding agreements of such Selling Shareholder enforceable in accordance with their respective terms. (f) Except with respect to any Shares subject to issuance upon the exercise of options Custodian pursuant to a Notice of Exercise, such Selling Shareholder has deposited in custody, under the Durable Power of Attorney and Custody Agreement, certificates in negotiable form for which documents represent all of the Common Shares to be sold hereunder by such the Selling Shareholder as set forth opposite such Selling Shareholder's name on Schedule I annexed hereto (including the maximum number of Optional Shares set forth on Schedule I) for the purpose of further delivery Stockholder pursuant to this Agreement. Such . (h) The Selling Shareholder Stockholder specifically agrees that any the Common Shares of such represented by the certificate(s) held in custody for the Selling Shareholder on deposit with Stockholder pursuant to the Custodian Custody Agreement are subject to the interests interest of the Company, the Underwriters and all the other Selling ShareholdersStockholders who may become parties to this Agreement; and, that in consideration of those interests, and for the purpose of completing the transactions contemplated by this Agreement and the Power of Attorney, the Power of Attorney, the arrangements made by the Selling Stockholder for such custody, the election to exercise an option pursuant to any Notice of Exercise, and the appointment by the Selling Stockholder of the Attorneys-in-Fact pursuant to the Durable Power of Attorney and Custody Agreement, are irrevocable to the extent provided therein, and that the obligations of such Selling Shareholder hereunder and under the Durable Power of Attorney and Custody Agreement shall not be terminated, except as provided in this Agreement and the Durable Power of Attorney and Custody Agreement, by any act of such Selling Shareholder, by operation of law, whether in the case of an individual Selling Shareholder, by the death or incapacity of such Selling Shareholder or, in the case of a trust or estate, by the death of the trustee or trustees or the executor or executors or the termination of such trust or estate, or, in the case of a partnership or corporation, by the dissolution, winding up or other event affecting the legal life of such entity, or by the occurrence of any other event. If any individual Selling Shareholder, trustee or executor should die or become incapacitated, or any such trust, estate, partnership or corporation should be terminated, or if any other event should occur before the delivery of the Shares hereunder, the certificates for Shares then on deposit with the Custodian shall, to the extent such Shares are purchased by the Underwriters, be delivered by the Custodian in accordance with the terms and conditions of this Agreement and the Durable Power of Attorney and Custody Agreement as if such death, incapacity, termination or other event had not occurred, regardless of whether or not the Custodian shall have received notice thereof. Such Selling Shareholder represents that each Attorney-in-Fact has been authorized by such Selling Shareholder to execute and deliver this Agreement and the Custodian has been authorized to receive and acknowledge receipt Power of the proceeds of sale of the Shares sold by such Selling Shareholder against delivery thereof and otherwise to act on behalf of such Selling Shareholder. (g) Insofar as it relates to such Selling ShareholderAttorney, each Preliminary Prospectus, as of its date, has conformed in all material respects with the requirements of the Act and, as of its date, has not included any untrue statement of a material fact or omitted to state a material fact necessary to make the statements therein not misleading; and on the effective date of the Registration Statement and at all times subsequent thereto up to each Closing Date, (i) the Registration Statement and the Prospectus, as they relate to such Selling Shareholder, did or will conform to the requirements of the Act, and (ii) neither the Registration Statement nor the Prospectus as it relates to such Selling Shareholder did or will include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. (h) To the knowledge of each Selling Shareholder, the representations and warranties of the Company set forth in section 2 hereof are true and correct. (i) The information contained in such Selling Shareholder's Selling Shareholders' Questionnaire completed in connection with the Company's public offering and delivered to the Representatives was, as of the date of such questionnaire, and is, as of the date of this Agreement, true and correct. A certificate signed by or on behalf of any Selling Shareholder as such and delivered to the Representatives or to counsel for the Underwriters shall be deemed a representation and warranty by such Selling Shareholder to the Underwriters as to the matters covered thereby. A certificate delivered by or on behalf of any Selling Shareholder to counsel for the Selling Shareholders for purposes of enabling such counsel to render the opinion referred in Section 10(e) will also be furnished to the Representatives and counsel for the Underwriters coupled with an interest and shall be deemed irrevocable subject to be additional representations and warranties to the Underwriters by such Selling Shareholder as to the matters covered thereby.Article V

REPRESENTATIONS AND WARRANTIES OF THE SELLING. ShareholdersStockholders. Each Selling ShareholderStockholder (which for purposes of this Agreement, unless the context requires otherwise, shall include Interwest), severally and not jointly, represents ------------ and warrants to and agrees with the several Underwriters and the Company, and shall be deemed to represent and warrant to the several Underwriters and the Company on each Closing Date, Underwriter that: (a) Such such Selling Shareholder has duly executed a durable power Stockholder now is and at the time of attorney and custody agreement delivery of such Shares ("Durable Power whether the time of Attorney and Custody Agreement") naming Xxxxxx X. Xxxxxx and Xxxx X. Xxxxxx, purchase or either additional time of thempurchase, as such Selling Shareholder's attorney(s)-in-fact ("Attorneys-in-Fact"the case may be) for will be, the purpose of entering into and carrying out this Agreement and naming U.S. Stock Transfer Corporation as custodian ("Custodian") lawful owner of the Shares number of such Selling Shareholder for the purpose of selling such Shares to the Underwriters on each Closing Date and receiving payment therefor. (b) All consents, approvals, authorizations and orders necessary for the execution and delivery by such Selling Shareholder of this Agreement and the Durable Power of Attorney and Custody Agreement, and for the sale and delivery of the Shares to be sold by such Selling Shareholder hereunderStockholder pursuant to this Agreement and has and, at the time of delivery thereof, will have valid and marketable title to such Shares, and upon delivery of and payment for such Shares (whether at the time of purchase or the additional time of purchase, as set forth the case may be), the Underwriters will acquire valid and marketable title to such Shares free and clear of any claim, lien, encumbrance, security interest, community property right, restriction on Schedule I annexed hereto, have been obtained. Such transfer or other defect in title; (b) such Selling Shareholder either (i) has, Stockholder has and at the time of delivery thereof hereunder of such Selling Shareholder Shares (whether the time of purchase or additional time of purchase, as the case may be) will have, good and valid title to the Shares proposed to be sold by such Selling Shareholder hereunder, free and clear of all voting trust arrangements, liens, encumbrances, security interests, equities, claims and community or marital property rights (collectively, "Encumbrances"), other than any created by the Durable Power of Attorney and Custody Agreement or this Agreement for the benefit of the Underwriters, (ii) has delivered to the Company an irrevocable conditional notice of exercise (a "Notice of Exercise") relating to the exercise of one or more options to purchase shares of Common Stock equal to or greater than the number of Shares proposed to be sold by such Selling Shareholder hereunder, or (iii) has delivered a Notice of Exercise relating to such number of shares of Common Stock that, together with the Shares of Common Stock to which such Selling Shareholder has good and valid title, free and clear of all Encumbrances, other than any created by the Durable Power of Attorney and Custody Agreement or this Agreement for the benefit of the Underwriters, is equal to or greater than the number of Shares proposed to be sold by such Selling Shareholder hereunder. Such Selling Shareholder has full legal right, power and authority to enter into this Agreement capacity, and any approval required by law (other than those imposed by the Act and the Durable Power securities or blue sky laws of Attorney and Custody Agreement and certain jurisdictions), to sell, assign, transfer and deliver the Shares to be sold by such Selling Shareholder hereunder, free and clear of all voting trust arrangements, liens, encumbrances, security interests, equities, claims and community or marital property rights, other than any created by the Durable Power of Attorney and Custody Agreement or this Agreement for the benefit of the Underwriters. Upon delivery of and payment for such Shares hereunder, in the Underwriters will acquire good and valid title thereto, free and clear of all voting trust arrangements, liens, encumbrances, security interests, equities, claims and community or marital property rights.manner provided in this Agreement; (c) Such Selling Shareholder has not distributed and will not distribute any Preliminary Prospectus, the Prospectus or any other material in connection with the offering and sale of the Shares. Such Selling Shareholder has not taken and will not take, directly or indirectly, any action designed to or which could cause or result in, under the Exchange Act or otherwise, stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Common Stock. (d) The execution, delivery and performance by such Selling Shareholder of this Agreement and the Durable Power of Attorney and Custody Agreement will notamong [__________], if applicable, result in the violation of any provisions of the Certificate of Incorporation, By-laws or other governing documents of such Selling Shareholder, or constitute a breach, or be in contravention, of any provision of any agreement, franchise, license, indenture, mortgage, deed of trust or other instrument to which such Selling Shareholder is a party or by which such Selling Shareholder or such Selling Shareholder's property may be bound or affected, or any statute, rule or regulation applicable to such Selling Shareholder, or violate any order or decree of any court, regulatory body, administrative agency or other governmental body having jurisdiction over such Selling Shareholder or any of such Selling Shareholder's property. No consent, approval, authorization or other order of any court, regulatory body, administrative agency or other governmental body is required for the execution and delivery of, and performance under, this Agreement by such Selling Shareholder or the consummation by such Selling Shareholder of the transactions contemplated by this Agreement, except for compliance with the Act, the Exchange Act, the Blue Sky Laws applicable to the public offering of the Shares by the Underwriters and the clearance of such offering with the NASD. Such Selling Shareholder hereby represents and warrants that each Attorney-in-Fact has been duly appointed as attorney-in-fact by such Selling Shareholder for the purpose of entering into and carrying out this Agreementcustodian, and the Durable Power of Attorney and Selling Stockholders (the "Custody Agreement has Agreement") have been duly executed and delivered by or on behalf such Selling Stockholder and each is a legal, valid and binding agreement of such Selling Shareholder to the Representatives. (e) This Agreement and the Durable Power of Attorney and Custody Agreement are each valid and binding agreements of such Selling Shareholder Stockholder enforceable in accordance with their respective its terms.; (fd) Except with respect to any Shares subject to issuance upon the exercise of options pursuant to a Notice of Exercise, such Selling Shareholder has deposited in custody, under the Durable Power of Attorney and Custody Agreement, certificates in negotiable form for the Shares to be sold hereunder by such Selling Shareholder as set forth opposite such Selling Shareholder's name on Schedule I annexed hereto (including the maximum number of Optional Shares set forth on Schedule I) for the purpose of further delivery pursuant to this Agreement. Such Selling Shareholder agrees that any Shares of such Selling Shareholder on deposit with the Custodian are subject to the interests of the Company, the Underwriters and the other Selling Shareholders, that the arrangements made for such custody, the election to exercise an option pursuant to any Notice of Exercise, and the appointment of the Attorneys-in-Fact pursuant to the Durable Power of Attorney and Custody Agreement, are irrevocable to the extent provided therein, and that the obligations of such Selling Shareholder hereunder and under the Durable Power of Attorney and Custody Agreement shall not be terminated, except as provided in this Agreement and the Durable Power of Attorney and Custody Agreement, by any act of such Selling Shareholder, by operation of law, whether in the case of an individual Selling Shareholder, by the death or incapacity of such Selling Shareholder or, in the case of a trust or estate, by the death of the trustee or trustees or the executor or executors or the termination of such trust or estate, or, in the case of a partnership or corporation, by the dissolution, winding up or other event affecting the legal life of such entity, or by the occurrence of any other event. If any individual Selling Shareholder, trustee or executor should die or become incapacitated, or any such trust, estate, partnership or corporation should be terminated, or if any other event should occur before the delivery of the Shares hereunder, the certificates for Shares then on deposit with the Custodian shall, to the extent such Shares are purchased by the Underwriters, be delivered by the Custodian in accordance with the terms and conditions of this Agreement and the Durable Power of Attorney and Custody Agreement as if such death, incapacity, termination or other event had not occurred, regardless of whether or not the Custodian shall have received notice thereof. Such Selling Shareholder represents that each Attorney-in-Fact has been authorized by such Selling Shareholder to execute and deliver this Agreement and the Custodian has been authorized to receive and acknowledge receipt of the proceeds of sale of the Shares sold by such Selling Shareholder against delivery thereof and otherwise to act on behalf of such Selling Shareholder. (g) Insofar as it relates to such Selling Shareholder, each Preliminary Prospectus, as of its date, has conformed in all material respects with the requirements of the Act and, as of its date, has not included any untrue statement of a material fact or omitted to state a material fact necessary to make the statements therein not misleading; and on the effective date of when the Registration Statement becomes effective and at all times subsequent thereto up to each Closing Datethrough the latest of the time of purchase, (i) additional time of purchase or the termination of the offering of the Shares, the Registration Statement and the Prospectus, and any supplements or amendments thereto as they relate to such Selling Shareholder, did or Stockholder will conform to the requirements of the Act, and (ii) neither the Registration Statement nor the Prospectus as it relates to such Selling Shareholder did or will include any not contain an untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary to make the statements therein not misleading.; (he) To such Selling Stockholder has duly and irrevocably authorized the knowledge of each Selling Shareholder, the representations and warranties Representatives of the Company set forth in section 2 hereof are true and correct. (i) The information contained in Selling Stockholders, on behalf of such Selling Shareholder's Selling Shareholders' Questionnaire completed Stockholder, to execute and deliver this Agreement and any other document necessary or desirable in connection with the Company's public offering transactions contemplated thereby and delivered to deliver the Representatives was, as of the date of such questionnaire, and is, as of the date of this Agreement, true and correct. A certificate signed by or on behalf of any Selling Shareholder as such and delivered Shares to the Representatives or to counsel for the Underwriters shall be deemed a representation and warranty sold by such Selling Shareholder to the Underwriters as to the matters covered thereby. A certificate delivered by or on behalf of any Selling Shareholder to counsel for the Selling Shareholders for purposes of enabling such counsel to render the opinion referred in Section 10(e) will also be furnished to the Representatives Stockholder and counsel for the Underwriters and shall be deemed to be additional representations and warranties to the Underwriters by such Selling Shareholder as to the matters covered thereby.receive payment therefor pursuant hereto; and

REPRESENTATIONS AND WARRANTIES OF THE SELLING. Shareholders. Stockholders Each Selling ShareholderStockholder hereby represents and warrants, severally and not jointly, represents ------------ and warrants to and agrees with the several Underwriters and Underwriter on the Companydate hereof, and shall be deemed to represent and warrant to the several Underwriters and Underwriter on the Company on each Closing Date, that: (a) Such The Selling Shareholder has duly executed a durable power of attorney and custody agreement ("Durable Power of Attorney and Custody Agreement") naming Xxxxxx X. Xxxxxx and Xxxx X. Xxxxxx, or either of them, as such Selling Shareholder's attorney(s)-in-fact ("Attorneys-in-Fact") for Stockholder is the purpose of entering into and carrying out this Agreement and naming U.S. Stock Transfer Corporation as custodian ("Custodian") lawful owner of the Shares of such Selling Shareholder for the purpose of selling such Shares to the Underwriters on each Closing Date and receiving payment therefor. (b) All consents, approvals, authorizations and orders necessary for the execution and delivery by such Selling Shareholder of this Agreement and the Durable Power of Attorney and Custody Agreement, and for the sale and delivery of the Firm Secondary Shares to be sold by such the Selling Shareholder hereunder, as set forth on Schedule I annexed hereto, have been obtained. Such Selling Shareholder either (i) Stockholder pursuant to this Agreement and has, and at on the time of delivery thereof hereunder such Selling Shareholder Closing Date, will have, good and valid title to the Shares proposed to be sold by such Selling Shareholder hereunderFirm Secondary Shares, free and clear of all voting trust arrangementsrestrictions on transfer, liens, encumbrances, security interests, equitiesequities and claims whatsoever. (b) The Selling Stockholder has full legal right, claims power and community or marital property rights authority, and all consents, approvals, authorizations and orders required, to enter into (collectively, "Encumbrances"), other than any created by the Durable Power of Attorney and Custody Agreement or i) this Agreement for the benefit of the UnderwritersAgreement, (ii) has the Stock Custody Agreement executed and delivered to by the Company an irrevocable conditional notice of exercise Selling Stockholder and Computershare Shareholder Services, Inc., as custodian (a "Notice of Exercise") the “Custodian”), relating to the exercise deposit of one or more options to purchase shares of Common Stock equal to or greater than the number of Firm Secondary Shares proposed to be sold by such the Selling Shareholder hereunderStockholder (the “Custody Agreement”), or and (iii) has delivered a Notice of Exercise relating to such number of shares of Common Stock that, together with the Shares of Common Stock to which such Selling Shareholder has good and valid title, free and clear of all Encumbrances, other than any created by the Durable Power of Attorney appointing certain individuals named therein as the Selling Stockholder’s attorneys-in-fact (the “Attorneys”) to the extent set forth therein relating to the transactions contemplated hereby and Custody Agreement or this Agreement for by the benefit of Prospectus (the Underwriters, is equal to or greater than the number of Shares proposed to be sold by such Selling Shareholder hereunder. Such Selling Shareholder has full right, power and authority to enter into this Agreement and the Durable “Power of Attorney and Custody Agreement and Attorney”) to sell, assign, transfer and deliver the Firm Secondary Shares to be sold by such the Selling Shareholder hereunderStockholder in the manner provided herein. The Selling Stockholder, free if not an individual, has been duly incorporated (or organized) and clear is validly existing as a corporation (or other organization) in good standing under the laws of all voting trust arrangements, liens, encumbrances, security interests, equities, claims and community its jurisdiction (or marital property rights, other than any created by the Durable Power of Attorney and Custody Agreement or this Agreement for the benefit of the Underwriters. Upon delivery of and payment for such Shares hereunder, the Underwriters will acquire good and valid title thereto, free and clear of all voting trust arrangements, liens, encumbrances, security interests, equities, claims and community or marital property rightsorganization). (c) Such Selling Shareholder has not distributed and will not distribute any Preliminary ProspectusEach of the Agreement, the Prospectus Custody Agreement, and the Power of Attorney of the Selling Stockholder has been duly authorized, executed and delivered by or on behalf of the Selling Stockholder and, assuming the due authorization, execution and delivery of this Agreement by the Company, the Underwriter and the other Selling Stockholders, is a valid and binding agreement of the Selling Stockholder, enforceable as to the Selling Stockholder in accordance with its terms, except to the extent enforceability may be limited by (i) the application of bankruptcy, reorganization, insolvency and other laws affecting creditors’ rights generally and (ii) equitable principles being applied at the discretion of a court before which a proceeding may be brought, except as rights to indemnity and contribution hereunder may be limited by federal or state securities laws and, pursuant to the Power of Attorney, the Selling Stockholder has, among other things, authorized the Attorneys, or any one of them, to execute and deliver on the Selling Stockholder’s behalf this Agreement and any other material document that they, or any one of them, may deem necessary or desirable in connection with the offering transactions contemplated hereby and sale of thereby and to deliver the Shares. Such Firm Secondary Shares to be sold by the Selling Shareholder has not taken and will not take, directly or indirectly, any action designed Stockholder pursuant to or which could cause or result in, under the Exchange Act or otherwise, stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Common Stockthis Agreement. (d) The Except as would not prevent or impair the consummation of the transactions contemplated by this Agreement, none of the sale of the Firm Secondary Shares by the Selling Stockholder, the execution, delivery and or performance by such the Selling Shareholder Stockholder of this Agreement, the Custody Agreement and the Durable Power of Attorney of the Selling Stockholder by or on behalf of the Selling Stockholder, the compliance by the Selling Stockholder with all the provisions hereof and Custody Agreement thereof nor the consummation by the Selling Stockholder of the transactions contemplated hereby and thereby (i) conflicts with or will notconflict with or constitutes or will constitute a breach of or a default under, the organizational documents of the Selling Stockholder, if applicable, result in the violation of any provisions of the Certificate of Incorporation, By-laws or other governing documents of such Selling ShareholderStockholder is not an individual, or constitute a breach, or be in contravention, of any provision of any agreement, franchise, license, indenture, mortgage, deed of trust lease or other instrument to which such the Selling Shareholder Stockholder is a party or by which such the Selling Shareholder Stockholder or such any property of the Selling Shareholder's property may be Stockholder is bound or affected, or (ii) violates any statute, rule or regulation applicable to such Selling Shareholderlaw, or violate any regulation, ruling, filing, judgment, injunction, order or decree applicable to the Selling Stockholder or any property of the Selling Stockholder. No filing with, or consent, approval, authorization, order, registration, qualification or decree of, any court, regulatory body, administrative agency or other governmental body having jurisdiction over such Selling Shareholder or any of such Selling Shareholder's property. No consent, approval, authorization or other order of any court, regulatory body, administrative agency or other governmental body official is necessary or required for the execution and delivery of, and performance under, this Agreement by such Selling Shareholder or the consummation by such Selling Shareholder of the transactions contemplated by this Agreement, except for compliance with the Act, the Exchange Act, the Blue Sky Laws applicable to the public offering of the Shares by the Underwriters and Selling Stockholder of its obligations hereunder or in the clearance of such offering with the NASD. Such Selling Shareholder hereby represents and warrants that each Attorney-in-Fact has been duly appointed as attorney-in-fact by such Selling Shareholder for the purpose of entering into and carrying out this Agreement, and the Durable Power of Attorney and Custody Agreement has been duly executed and delivered by or on behalf of such Selling Shareholder to the Representatives. (e) This Agreement and the Durable Power of Attorney and Custody Agreement are each valid and binding agreements of such Selling Shareholder enforceable in accordance with their respective terms. (f) Except with respect to any Shares subject to issuance upon the exercise of options pursuant to a Notice of Exercise, such Selling Shareholder has deposited in custody, under the Durable Power of Attorney and Custody Agreement, certificates or in negotiable form for the Shares to be sold hereunder by such Selling Shareholder as set forth opposite such Selling Shareholder's name on Schedule I annexed hereto (including the maximum number of Optional Shares set forth on Schedule I) for the purpose of further delivery pursuant to this Agreement. Such Selling Shareholder agrees that any Shares of such Selling Shareholder on deposit connection with the Custodian are subject to the interests of the Company, the Underwriters sale and the other Selling Shareholders, that the arrangements made for such custody, the election to exercise an option pursuant to any Notice of Exercise, and the appointment of the Attorneys-in-Fact pursuant to the Durable Power of Attorney and Custody Agreement, are irrevocable to the extent provided therein, and that the obligations of such Selling Shareholder hereunder and under the Durable Power of Attorney and Custody Agreement shall not be terminated, except as provided in this Agreement and the Durable Power of Attorney and Custody Agreement, by any act of such Selling Shareholder, by operation of law, whether in the case of an individual Selling Shareholder, by the death or incapacity of such Selling Shareholder or, in the case of a trust or estate, by the death of the trustee or trustees or the executor or executors or the termination of such trust or estate, or, in the case of a partnership or corporation, by the dissolution, winding up or other event affecting the legal life of such entity, or by the occurrence of any other event. If any individual Selling Shareholder, trustee or executor should die or become incapacitated, or any such trust, estate, partnership or corporation should be terminated, or if any other event should occur before the delivery of the Firm Secondary Shares hereunder, the certificates for Shares then on deposit with the Custodian shall, to the extent such Shares are purchased by the Underwriters, Selling Stockholder hereunder or the consummation of the transactions contemplated by this Agreement to be delivered performed by the Custodian in accordance with Selling Stockholder, except filings on Form 3, Form 4, Schedule 13D or Schedule 13G, as applicable, or such filings, consents, approvals, authorizations, registrations, qualifications or decrees as may have previously been made or obtained or as may be required under the terms and conditions of this Agreement and the Durable Power of Attorney and Custody Agreement as if such death, incapacity, termination Act or other event had not occurred, regardless of whether or not the Custodian shall have received notice thereof. Such Selling Shareholder represents that each Attorney-in-Fact has been authorized by such Selling Shareholder to execute and deliver this Agreement and the Custodian has been authorized to receive and acknowledge receipt of the proceeds of sale of the Shares sold by such Selling Shareholder against delivery thereof and otherwise to act on behalf of such Selling Shareholderstate securities laws. (ge) Insofar as it The information in the Prospectus under the caption “Selling Stockholders” that specifically relates to the Selling Stockholder (such information, with respect to all Selling ShareholderStockholders, each Preliminary Prospectusthe “Selling Stockholder Information”) does not, as of its date, has conformed in all material respects with the requirements of the Act and, as of its date, has and will not included any untrue statement of a material fact or omitted to state a material fact necessary to make the statements therein not misleading; and on the effective date of the Registration Statement and at all times subsequent thereto up to each Closing Date, (i) the Registration Statement and the Prospectus, as they relate to such Selling Shareholder, did or will conform to the requirements of the Act, and (ii) neither the Registration Statement nor the Prospectus as it relates to such Selling Shareholder did or will include contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein therein, in the light of the circumstances under which they were made, not misleading. (f) At any time prior to the Closing Date, if there is any change in the Selling Stockholder Information, the Selling Stockholder will immediately notify the Company and the Underwriter of such change. (g) Other than excepted activity pursuant to Regulation M under the Exchange Act, the Selling Stockholder has not taken and will not take, directly or indirectly, any action that constituted, or any action designed to, or that might reasonably be expected to cause or result in or constitute, under the Act or otherwise, stabilization or manipulation of the price of the Common Stock to facilitate the sale or resale of the Shares. (h) To Certificates in negotiable form or book-entry security entitlements for the knowledge Firm Secondary Shares to be sold by the Selling Stockholder hereunder have been placed in custody, for delivery under this Agreement, under the Power of each Attorney and Custody Agreement made with the Custodian. The Selling Shareholder, Stockholder agrees that the representations shares represented by the certificates or book-entry security entitlements held in custody for the Selling Stockholder under such Power of Attorney and warranties Custody Agreement are subject to the interests of the Company set forth in section 2 hereof Underwriter hereunder, that the arrangements made by the Selling Stockholder for such custody are true to that extent irrevocable and correctthat the obligations of the Selling Stockholder hereunder shall not be terminated by operation of law, whether by the death of any individual Selling Stockholder or the occurrence of any other event. Upon delivery of and payment for the Firm Secondary Shares to be sold by the Selling Stockholder pursuant to this Agreement, good and valid title to such Shares will pass to the Underwriter, free of all restrictions on transfer, liens, encumbrances, security interests, equities and claims whatsoever. (i) The information contained Selling Stockholder does not have any registration or other similar rights to have any equity or debt securities registered for sale by the Company under the Registration Statement or included in such the offering contemplated by this Agreement. (j) There are no legal or governmental proceedings pending to which the Selling Shareholder's Stockholder is a party or of which any property of the Selling Shareholders' Questionnaire completed in connection with Stockholder is the Company's public offering and delivered subject which, if determined adversely to the Representatives wasSelling Stockholder, as individually or in the aggregate, would prevent or impair the consummation of the date transactions contemplated by this Agreement. (k) Except as otherwise disclosed to the Underwriter in writing, neither the Selling Stockholder nor any of such questionnairehis, and isher or its affiliates directly, as or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, or has any other association with any member firm of FINRA or is a person associated with a member (within the meaning of the date FINRA bylaws) of this AgreementFINRA. (l) Without the prior consent of the Underwriter, true the Selling Stockholder has not made and correct. A certificate signed by or on behalf will not make any offer relating to the Firm Secondary Shares that would constitute a “free writing prospectus,” as defined in Rule 405 (any such “free writing prospectus” of any Selling Shareholder as such Stockholder, a “Selling Stockholder Free Writing Prospectus”), and delivered it has not used, referred to the Representatives or distributed, and will not use, refer to counsel for the Underwriters shall be deemed a representation and warranty by or distribute, any such Selling Shareholder Stockholder Free Writing Prospectus. Any Selling Stockholder Free Writing Prospectus consented to by the Underwriters Underwriter is hereinafter referred to as to the matters covered thereby. A certificate delivered by or on behalf of any Selling Shareholder to counsel for the Selling Shareholders for purposes of enabling such counsel to render the opinion referred in Section 10(e) will also be furnished to the Representatives and counsel for the Underwriters and shall be deemed to be additional representations and warranties to the Underwriters by such Selling Shareholder as to the matters covered thereby.a “

REPRESENTATIONS AND WARRANTIES OF THE SELLING. ShareholdersStockholders. Each Selling Shareholder, severally and not jointly, Stockholder represents ------------ and warrants to and agrees with the several Underwriters and the Company, and shall be deemed to represent and warrant to the several Underwriters and the Company on each Closing Date, ------------ Underwriter that: (a) Such Selling Shareholder has duly executed a durable power of attorney and custody agreement ("Durable Power of Attorney and Custody Agreement") naming Xxxxxx X. Xxxxxx and Xxxx X. Xxxxxx, or either of them, as such Selling Shareholder's attorney(s)-in-fact ("Attorneys-in-Fact") for Stockholder is the purpose of entering into and carrying out this Agreement and naming U.S. Stock Transfer Corporation as custodian ("Custodian") of the Shares of such Selling Shareholder for the purpose of selling such Shares to the Underwriters on each Closing Date and receiving payment therefor. (b) All consents, approvals, authorizations and orders necessary for the execution and delivery by such Selling Shareholder of this Agreement and the Durable Power of Attorney and Custody Agreement, and for the sale and delivery lawful owner of the Shares to be sold by such Selling Shareholder hereunder, as set forth on Schedule I annexed hereto, have been obtained. Such Selling Shareholder either (i) Stockholder pursuant to this Agreement and has, and at on the time of delivery thereof hereunder such Selling Shareholder Closing Date will have, good and valid clear title to the Shares proposed to be sold by such Selling Shareholder hereunderShares, free and clear of all voting trust arrangementsrestrictions on transfer, liens, encumbrances, security interests, equities, equities and claims and community or marital property rights whatsoever. (collectively, "Encumbrances"), other than any created by the Durable Power of Attorney and Custody Agreement or this Agreement for the benefit of the Underwriters, (iib) has delivered to the Company an irrevocable conditional notice of exercise (a "Notice of Exercise") relating to the exercise of one or more options to purchase shares of Common Stock equal to or greater than the number of Shares proposed to be sold by such Selling Shareholder hereunder, or (iii) has delivered a Notice of Exercise relating to such number of shares of Common Stock that, together with the Shares of Common Stock to which such Selling Shareholder has good and valid title, free and clear of all Encumbrances, other than any created by the Durable Power of Attorney and Custody Agreement or this Agreement for the benefit of the Underwriters, is equal to or greater than the number of Shares proposed to be sold by such Selling Shareholder hereunder. Such Selling Shareholder has Stockholder has, and on the Closing Date will have, full legal right, power and authority authority, and all authorization and approval required by law, to enter into this Agreement and the Durable Power of Attorney and Custody Agreement and to sell, assign, transfer and deliver the Shares to be sold by such Selling Shareholder hereunder, free Stockholder in the manner provided herein and clear of all voting trust arrangements, liens, encumbrances, security interests, equities, claims and community or marital property rights, other than any created by the Durable Power of Attorney and Custody Agreement or this Agreement for the benefit of the Underwriters. Upon delivery of and payment for such Shares hereunder, the Underwriters will acquire good and valid title thereto, free and clear of all voting trust arrangements, liens, encumbrances, security interests, equities, claims and community or marital property rightstherein. (c) Such Selling Shareholder has not distributed and will not distribute any Preliminary Prospectus, the Prospectus or any other material in connection with the offering and sale of the Shares. Such Selling Shareholder has not taken and will not take, directly or indirectly, any action designed to or which could cause or result in, under the Exchange Act or otherwise, stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Common Stock. (d) The execution, delivery and performance by such Selling Shareholder of this Agreement and the Durable Power of Attorney and Custody Agreement will not, if applicable, result in the violation of any provisions of the Certificate of Incorporation, By-laws or other governing documents of such Selling Shareholder, or constitute a breach, or be in contravention, of any provision of any agreement, franchise, license, indenture, mortgage, deed of trust or other instrument to which such Selling Shareholder is a party or by which such Selling Shareholder or such Selling Shareholder's property may be bound or affected, or any statute, rule or regulation applicable to such Selling Shareholder, or violate any order or decree of any court, regulatory body, administrative agency or other governmental body having jurisdiction over such Selling Shareholder or any of such Selling Shareholder's property. No consent, approval, authorization or other order of any court, regulatory body, administrative agency or other governmental body is required for the execution and delivery of, and performance under, this Agreement by such Selling Shareholder or the consummation by such Selling Shareholder of the transactions contemplated by this Agreement, except for compliance with the Act, the Exchange Act, the Blue Sky Laws applicable to the public offering of the Shares by the Underwriters and the clearance of such offering with the NASD. Such Selling Shareholder hereby represents and warrants that each Attorney-in-Fact has been duly appointed as attorney-in-fact by such Selling Shareholder for the purpose of entering into and carrying out this Agreement, and the Durable Power of Attorney and Custody This Agreement has been duly authorized, executed and delivered by or on behalf of such Selling Shareholder to the RepresentativesStockholder. (ed) This Agreement Upon delivery of and the Durable Power of Attorney and Custody Agreement are each valid and binding agreements of such Selling Shareholder enforceable in accordance with their respective terms. (f) Except with respect to any Shares subject to issuance upon the exercise of options pursuant to a Notice of Exercise, such Selling Shareholder has deposited in custody, under the Durable Power of Attorney and Custody Agreement, certificates in negotiable form payment for the Shares to be sold hereunder by such Selling Shareholder as set forth opposite such Selling Shareholder's name on Schedule I annexed hereto (including the maximum number of Optional Shares set forth on Schedule I) for the purpose of further delivery Stockholder pursuant to this Agreement. Such , good and clear title to such Shares will pass to the Underwriters, free of all restrictions on transfer, liens, encumbrances, security interests, equities and claims whatsoever, except any restrictions, liens, encumbrances, security interests, equities and claims arising out of any act of the Underwriters. (e) The execution, delivery and performance of this Agreement by the Selling Shareholder agrees that Stockholders, the compliance by such Selling Stockholders with all the provisions hereof and thereof and the consummation of the transactions contemplated hereby and thereby will not (i) require any Shares consent, approval, authorization or other order of, or qualification with, any court or governmental body or agency (except such as may be required under the securities or Blue Sky laws of the various states), (ii) conflict with or constitute a breach of any of the terms or provisions of, or a default under, the organizational documents of such Selling Shareholder on deposit with the Custodian are subject Stockholder or any indenture, loan agreement, mortgage, lease or other agreement or instrument to the interests of the Company, the Underwriters and the other which such Selling Shareholders, that the arrangements made for Stockholder is a party or by which such custody, the election to exercise an option pursuant to Selling Stockholder or any Notice of Exercise, and the appointment of the Attorneys-in-Fact pursuant to the Durable Power of Attorney and Custody Agreement, are irrevocable to the extent provided therein, and that the obligations property of such Selling Shareholder hereunder and under the Durable Power Stockholder is bound or (iii) violate or conflict with any applicable law or any rule, regulation, judgment, order or decree of Attorney and Custody Agreement shall not be terminated, except as provided in this Agreement and the Durable Power of Attorney and Custody Agreement, by any act court or any governmental body or agency having jurisdiction over such Selling Stockholder or any property of such Selling ShareholderStockholder, by operation except such conflict, breach, default or violation described in clauses (ii) through (iii) of lawthis paragraph (e), whether which would not result in the case of an individual Selling Shareholder, by the death or incapacity of a material adverse effect on such Selling Shareholder or, in the case of a trust or estate, by the death of the trustee or trustees Stockholder or the executor or executors or the termination of such trust or estate, or, in the case of a partnership or corporation, by the dissolution, winding up or other event affecting the legal life of such entity, or by the occurrence of any other event. If any individual Selling Shareholder, trustee or executor should die or become incapacitated, or any such trust, estate, partnership or corporation should be terminated, or if any other event should occur before the delivery of the Shares hereunder, the certificates for Shares then on deposit with the Custodian shall, to the extent such Shares are purchased by the Underwriters, be delivered by the Custodian in accordance with the terms and conditions of this Agreement and the Durable Power of Attorney and Custody Agreement as if such death, incapacity, termination or other event had not occurred, regardless of whether or not the Custodian shall have received notice thereof. Such Selling Shareholder represents that each Attorney-in-Fact has been authorized by such Selling Shareholder to execute and deliver this Agreement and the Custodian has been authorized to receive and acknowledge receipt of the proceeds of sale of the Shares sold by such Selling Shareholder against delivery thereof and otherwise to act on behalf of such Selling ShareholderOffering. (gf) Insofar as it The information in the Registration Statement under the caption "Selling Stockholders" which specifically relates to such Selling ShareholderStockholder does not, each Preliminary Prospectus, as of its date, has conformed in all material respects with the requirements of the Act and, as of its date, has and will not included any untrue statement of a material fact or omitted to state a material fact necessary to make the statements therein not misleading; and on the effective date of the Registration Statement and at all times subsequent thereto up to each Closing Date, (i) the Registration Statement and the Prospectus, as they relate to such Selling Shareholder, did or will conform to the requirements of the Act, and (ii) neither the Registration Statement nor the Prospectus as it relates to such Selling Shareholder did or will include contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein therein, in the light of the circumstances under which they were made, not misleading. (hg) To At any time during the knowledge period described in Section 5(d), if there is any change in the information referred to in Section 7(f), such Selling Stockholder will notify you of each Selling Shareholder, the representations and warranties of the Company set forth in section 2 hereof are true and correctsuch change as soon as it is reasonably practicable. (ih) The information contained in such Selling Shareholder's Selling Shareholders' Questionnaire completed in connection with the Company's public offering and delivered to the Representatives was, as of the date of such questionnaire, and is, as of the date of this Agreement, true and correct. A Each certificate signed by or on behalf of any such Selling Shareholder as such Stockholder and delivered to the Representatives Underwriters or to counsel for the Underwriters shall be deemed to be a representation and warranty by such Selling Shareholder Stockholder to the Underwriters as to the matters covered thereby. A certificate delivered by or on behalf of any Selling Shareholder to counsel for the Selling Shareholders for purposes of enabling such counsel to render the opinion referred in Section 10(e) will also be furnished to the Representatives and counsel for the Underwriters and shall be deemed to be additional representations and warranties to the Underwriters by such Selling Shareholder as to the matters covered thereby.

REPRESENTATIONS AND WARRANTIES OF THE SELLING. ShareholdersStockholders. Each Selling Shareholder, severally and not jointly, Stockholder represents ------------ and warrants to and agrees with the several Underwriters and the Company, and shall be deemed to represent and warrant to the several Underwriters and the Company on each Closing Date, Underwriter that: (a) Such As of the date hereof, such Selling Shareholder Stockholder has duly executed a durable power good title to its shares of attorney and custody agreement ("Durable Power common and/or preferred stock of Attorney and Custody Agreement") naming Xxxxxx X. Xxxxxx and Xxxx X. Xxxxxxthe Company, or either of themto be sold by such Selling Stockholder upon conversion into Common Stock, as such Selling Shareholder's attorney(s)-in-fact ("Attorneys-in-Fact") for the purpose of entering into and carrying out applicable, pursuant to this Agreement and naming U.S. Stock Transfer Corporation as custodian ("Custodian") free of the Shares of such Selling Shareholder for the purpose of selling such Shares to the Underwriters on each Closing Date and receiving payment thereforall adverse claims. (b) All consentsUpon the consummation of the public offering of the Shares, approvalsall of such Selling Stockholder's shares of Classes A, authorizations B, C and orders necessary for D Preferred Stock will have been converted, if applicable, into shares of Common Stock pursuant to the execution Company's Third Amended and delivery Restated Articles of Incorporation. (c) On the Closing Date, such Selling Stockholder will have good title to the Shares to be sold by such Selling Shareholder of Stockholder pursuant to this Agreement and the Durable Power of Attorney and Custody Agreement, free of all adverse claims. (d) Such Selling Stockholder has, and for on the sale Closing Date will have, full legal right, power and delivery authority, and all authorization and approval required by law, to enter into this Agreement, the Custody Agreement signed by such Selling Stockholder and The Bank of New York, as Custodian, relating to the deposit of the Shares to be sold by such Selling Shareholder hereunder, as set forth on Schedule I annexed hereto, have been obtained. Such Selling Shareholder either Stockholder (ithe "CUSTODY AGREEMENT") has, and at the time Power of delivery thereof hereunder Attorney of such Selling Shareholder will haveStockholder, good except Clipper Capital Associates, L.P., Clipper/European Re, L.P., Clipper/Merban, L.P., Clipper Equity Partners I, L.P. and valid title to Clipper/Merchant Partners, L.P. (the Shares proposed to be sold by such Selling Shareholder hereunder, free and clear of all voting trust arrangements, liens, encumbrances, security interests, equities, claims and community or marital property rights (collectively, "EncumbrancesCLIPPER SELLING STOCKHOLDERS"), other than any created by appointing certain individuals as such Selling Stockholder's attorneys-in-fact (the Durable Power of Attorney and Custody Agreement or this Agreement for the benefit of the Underwriters, (ii"ATTORNEYS") has delivered to the Company an irrevocable conditional notice of exercise (a "Notice of Exercise") extent set forth therein, relating to the exercise of one or more options to purchase shares of Common Stock equal to or greater than the number of Shares proposed to be sold by such Selling Shareholder hereunder, or (iii) has delivered a Notice of Exercise relating to such number of shares of Common Stock that, together with the Shares of Common Stock to which such Selling Shareholder has good transactions contemplated hereby and valid title, free and clear of all Encumbrances, other than any created by the Durable Power of Attorney Registration Statement and the Custody Agreement or this Agreement for (the benefit of the Underwriters, is equal to or greater than the number of Shares proposed to be sold by such Selling Shareholder hereunder. Such Selling Shareholder has full right, power and authority to enter into this Agreement and the Durable Power of Attorney and Custody Agreement "POWER OF ATTORNEY") and to sell, assign, transfer and deliver the Shares to be sold by such Selling Shareholder hereunder, free Stockholder in the manner provided herein and clear of all voting trust arrangements, liens, encumbrances, security interests, equities, claims and community or marital property rights, other than any created by the Durable Power of Attorney and Custody Agreement or this Agreement for the benefit of the Underwriters. Upon delivery of and payment for such Shares hereunder, the Underwriters will acquire good and valid title thereto, free and clear of all voting trust arrangements, liens, encumbrances, security interests, equities, claims and community or marital property rightstherein. (ce) Such Selling Shareholder has not distributed and will not distribute any Preliminary Prospectus, the Prospectus or any other material in connection with the offering and sale of the Shares. Such Selling Shareholder has not taken and will not take, directly or indirectly, any action designed to or which could cause or result in, under the Exchange Act or otherwise, stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Common Stock. (d) The execution, delivery and performance by such Selling Shareholder of this Agreement and the Durable Power of Attorney and Custody Agreement will not, if applicable, result in the violation of any provisions of the Certificate of Incorporation, By-laws or other governing documents of such Selling Shareholder, or constitute a breach, or be in contravention, of any provision of any agreement, franchise, license, indenture, mortgage, deed of trust or other instrument to which such Selling Shareholder is a party or by which such Selling Shareholder or such Selling Shareholder's property may be bound or affected, or any statute, rule or regulation applicable to such Selling Shareholder, or violate any order or decree of any court, regulatory body, administrative agency or other governmental body having jurisdiction over such Selling Shareholder or any of such Selling Shareholder's property. No consent, approval, authorization or other order of any court, regulatory body, administrative agency or other governmental body is required for the execution and delivery of, and performance under, this Agreement by such Selling Shareholder or the consummation by such Selling Shareholder of the transactions contemplated by this Agreement, except for compliance with the Act, the Exchange Act, the Blue Sky Laws applicable to the public offering of the Shares by the Underwriters and the clearance of such offering with the NASD. Such Selling Shareholder hereby represents and warrants that each Attorney-in-Fact has been duly appointed as attorney-in-fact by such Selling Shareholder for the purpose of entering into and carrying out this Agreement, and the Durable Power of Attorney and Custody This Agreement has been duly authorized, executed and delivered by or on behalf of such Selling Shareholder to the Representatives. (e) This Agreement and the Durable Power of Attorney and Custody Agreement are each valid and binding agreements of such Selling Shareholder enforceable in accordance with their respective termsStockholder. (f) Except with respect to any Shares subject to issuance upon the exercise The Custody Agreement of options pursuant to a Notice of Exercise, such Selling Shareholder Stockholder has deposited in custodybeen duly authorized, under the Durable Power of Attorney executed and Custody Agreement, certificates in negotiable form for the Shares to be sold hereunder delivered by such Selling Shareholder as set forth opposite such Selling Shareholder's name on Schedule I annexed hereto (including the maximum number of Optional Shares set forth on Schedule I) for the purpose of further delivery pursuant to this Agreement. Such Selling Shareholder agrees that any Shares Stockholder and is a valid and binding agreement of such Selling Shareholder on deposit with the Custodian are subject to the interests of the CompanyStockholder, the Underwriters and the other Selling Shareholders, that the arrangements made for such custody, the election to exercise an option pursuant to any Notice of Exercise, and the appointment of the Attorneys-in-Fact pursuant to the Durable Power of Attorney and Custody Agreement, are irrevocable to the extent provided therein, and that the obligations of such Selling Shareholder hereunder and under the Durable Power of Attorney and Custody Agreement shall not be terminated, except as provided in this Agreement and the Durable Power of Attorney and Custody Agreement, by any act of such Selling Shareholder, by operation of law, whether in the case of an individual Selling Shareholder, by the death or incapacity of such Selling Shareholder or, in the case of a trust or estate, by the death of the trustee or trustees or the executor or executors or the termination of such trust or estate, or, in the case of a partnership or corporation, by the dissolution, winding up or other event affecting the legal life of such entity, or by the occurrence of any other event. If any individual Selling Shareholder, trustee or executor should die or become incapacitated, or any such trust, estate, partnership or corporation should be terminated, or if any other event should occur before the delivery of the Shares hereunder, the certificates for Shares then on deposit with the Custodian shall, to the extent such Shares are purchased by the Underwriters, be delivered by the Custodian enforceable in accordance with the terms and conditions of this Agreement and the Durable Power of Attorney and Custody Agreement as if such death, incapacity, termination or other event had not occurred, regardless of whether or not the Custodian shall have received notice thereof. Such Selling Shareholder represents that each Attorney-in-Fact has been authorized by such Selling Shareholder to execute and deliver this Agreement and the Custodian has been authorized to receive and acknowledge receipt of the proceeds of sale of the Shares sold by such Selling Shareholder against delivery thereof and otherwise to act on behalf of such Selling Shareholderits terms. (g) Insofar as it relates to The Power of Attorney of such Selling ShareholderStockholder, each Preliminary Prospectus, as of its dateif applicable, has conformed in all material respects with the requirements of the Act andbeen duly authorized, as of its date, has not included any untrue statement of a material fact or omitted to state a material fact necessary to make the statements therein not misleading; and on the effective date of the Registration Statement and at all times subsequent thereto up to each Closing Date, (i) the Registration Statement and the Prospectus, as they relate to such Selling Shareholder, did or will conform to the requirements of the Act, and (ii) neither the Registration Statement nor the Prospectus as it relates to such Selling Shareholder did or will include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. (h) To the knowledge of each Selling Shareholder, the representations and warranties of the Company set forth in section 2 hereof are true and correct. (i) The information contained in such Selling Shareholder's Selling Shareholders' Questionnaire completed in connection with the Company's public offering executed and delivered to the Representatives was, as of the date of such questionnaire, and is, as of the date of this Agreement, true and correct. A certificate signed by or on behalf of any Selling Shareholder as such and delivered to the Representatives or to counsel for the Underwriters shall be deemed a representation and warranty by such Selling Shareholder to the Underwriters as to the matters covered thereby. A certificate delivered by or on behalf Stockholder and is a valid and binding instrument of any Selling Shareholder to counsel for the Selling Shareholders for purposes of enabling such counsel to render the opinion referred in Section 10(e) will also be furnished to the Representatives and counsel for the Underwriters and shall be deemed to be additional representations and warranties to the Underwriters by such Selling Shareholder as Stockholder, but subject to the matters covered thereby.any conditions or limitations set forth therein,