Common use of Sophisticated Parties Clause in Contracts

Sophisticated Parties. Each of the parties hereto acknowledges that it is a sophisticated business person who was adequately represented by counsel during negotiations regarding the provisions hereof, including, without limitation, the indemnification and contribution provisions of Section 8 above, and is fully informed regarding said provisions. Each of the parties hereto further acknowledges that the provisions of Section 8 above fairly allocate the risks in light of the ability of the parties to investigate the Company, its affairs and its business in order to assure that adequate disclosure has been made in the Registration Statement, any preliminary prospectus and the Prospectus (and any amendments and supplements thereto), as required by the Securities Act and the Exchange Act. If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to the Company the enclosed copies hereof, whereupon this instrument, along with all counterparts hereof, shall become a binding agreement in accordance with its terms. Very truly yours, ARENA PHARMACEUTICALS, INC. By: -------------------------------- Name: Title: The Selling Stockholders named in SCHEDULE B attached hereto, acting severally By: -------------------------------- Attorney-in-Fact Accepted as of the date hereof Xxxxxx Xxxxxx Partners LLC Xxxx Xxxxxxxx Incorporated ABN AMRO Rothschild LLC Lazard Freres & Co. LLC Acting severally on behalf of themselves and the several Underwriters named in SCHEDULE A attached hereto. By: Xxxxxx Xxxxxx Partners LLC By: ------------------------------------- Name: Title: [Signature Page to Underwriting Agreement] SCHEDULE A NUMBER OF FIRM SHARES UNDERWRITER TO BE PURCHASED ----------- --------------- Xxxxxx Xxxxxx Partners LLC Xxxx Xxxxxxxx Incorporated ABN AMRO Rothschild LLC Lazard Freres & Co. LLC Total: 4,000,000 ========= SCHEDULE B NUMBER OF FIRM SHARES SELLING STOCKHOLDER TO BE SOLD BB BioVentures L.P. 779,084 MPM BioVentures Parallel Fund, L.P. 111,556 MPM Asset Management Investors 1999 LLC 9,360 -------- Tripos, Inc. 100,000 Total: 1,000,000 ========= SCHEDULE C INTELLECTUAL PROPERTY PATENTS AND PATENT APPLICATIONS REGISTERED MARKS AND APPLIED MARKS CART Arena Aressa ChemNavigator BRL Screening COLLABORATION AGREEMENTS EXHIBIT A FORM OF LOCK-UP AGREEMENT ____________, 2001 Xxxxxx Xxxxxx Partners LLC [Other Representatives] As Representatives of the several Underwriters c/o Thomas Xxxxxx Partners LLC Xxx Xxxxxxxxxx Xxxxxx, Suite 3700 San Francisco, California 94104 RE: LOCK-UP AGREEMENT (THE "AGREEMENT") Ladies and Gentlemen: The undersigned is an owner of record or beneficially of certain shares of Common Stock, par value $0.0001 per share (the "COMMON STOCK"), of Arena Pharmaceuticals, Inc., a Delaware corporation (the "COMPANY"), or securities convertible into or exchangeable or exercisable for Common Stock. The undersigned understands that you, as representatives (the "REPRESENTATIVES"), propose to enter into an Underwriting Agreement on behalf of the several Underwriters named in SCHEDULE A to such agreement (collectively, the "UNDERWRITERS"), with the Company providing for a public offering of the Common Stock of the Company pursuant to a Registration Statement on form S-1 to be filed with the Securities and Exchange Commission (the "PUBLIC OFFERING"). The undersigned recognizes that the Public Offering will be of benefit to the undersigned and will benefit the Company by, among other things, raising additional capital for its operations. The undersigned acknowledges that you and the other Underwriters are relying on the representations and agreements of the undersigned contained in this letter in carrying out the Public Offering and in entering into underwriting arrangements with the Company with respect to the Public Offering. To induce the Underwriters that may participate in the Public Offering to continue their efforts in connection with the Public Offering, the undersigned hereby agrees that, without the prior written consent of Xxxxxx Xxxxxx Partners (which consent may be withheld in its sole discretion), it will not, during the period commencing on the date hereof and ending 90 days after the date of the final prospectus relating to the Public Offering (the "PROSPECTUS"), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, or (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. In addition, the undersigned agrees that, without the prior written consent of Xxxxxx Xxxxxx Partners (which consent may be withheld in its sole discretion), it will not, during the period commencing on the date hereof and ending 90 days after the date of the Prospectus, make any demand for or exercise any right with respect to, the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock. With respect to the Public Offering, the undersigned waives any registration rights relating to registration under the Securities Act of any Common Stock owned either of record or beneficially by the undersigned, including any rights to receive notice of the Public Offering. The foregoing restrictions are expressly agreed to preclude the undersigned from engaging in any hedging or other transaction which is designed to or reasonably expected to lead to or result in a sale or disposition of the Common Stock even if such Common Stock would be disposed of by someone other than the undersigned. Such prohibited hedging or other transactions would include without limitation any short sale or any purchase, sale or grant of any right (including without limitation any put option or put equivalent position or call option or call equivalent position) with respect to any of the Common Stock or with respect to any security that includes, relates to, or derives any significant part of its value from such Common Stock.

Sophisticated Parties. Each of the parties hereto acknowledges that it is a sophisticated business person who was adequately represented by counsel during negotiations regarding the provisions hereof, including, without limitation, the indemnification and contribution provisions of Section 8 above8, and is fully informed regarding said provisions. Each of the parties hereto further acknowledges that the provisions of Section 8 above hereto fairly allocate the risks in light of the ability of the parties to investigate the Company, its affairs and its business in order to assure that adequate disclosure has been made in the Registration Statement, any preliminary prospectus and the Prospectus (and any amendments and supplements thereto), as required by the Securities Act and the Exchange Act. If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to the Company the enclosed copies hereof, whereupon this instrument, along with all counterparts hereof, shall become a binding agreement in accordance with its terms. Very truly yours, ARENA PHARMACEUTICALSXxxxx'x Restaurants, INC. Inc. By: -------------------------------- ---------------------------------- Name: Title: The Selling Stockholders named in SCHEDULE Schedule B attached hereto, acting severally By: -------------------------------- ---------------------------------- Attorney-in-Fact Accepted as of the date hereof Xxxxxx Xxxxxx Partners LLC Xxxx Xxxxxxxx Incorporated ABN AMRO Rothschild LLC Lazard Freres & Co. LLC Xxxxxxx U.S. Bancorp Xxxxx Xxxxxxx, Inc. Acting severally on behalf of themselves and the several Underwriters named in SCHEDULE Schedule A attached hereto. By: Xxxxxx Xxxxxx Partners LLC By: ------------------------------------- ---------------------------------- Name: Title: [Signature Page to Underwriting Agreement] SCHEDULE A NUMBER OF FIRM SHARES UNDERWRITER TO BE PURCHASED Number of Firm Shares Underwriter To Be Purchased ----------- --------------- Xxxxxx Xxxxxx Partners LLC Xxxx Xxxxxxxx Incorporated ABN AMRO Rothschild LLC Lazard Freres & Co. LLC Total: 4,000,000 ========= SCHEDULE B NUMBER OF FIRM SHARES SELLING STOCKHOLDER TO BE SOLD BB BioVentures L.P. 779,084 MPM BioVentures Parallel Fund, L.P. 111,556 MPM Asset Management Investors 1999 LLC 9,360 -------- TriposXxxxxxx U.S. Bancorp Xxxxx Xxxxxxx, Inc. 100,000 Total: 1,000,000 ========= SCHEDULE C INTELLECTUAL PROPERTY PATENTS AND PATENT APPLICATIONS REGISTERED MARKS AND APPLIED MARKS CART Arena Aressa ChemNavigator BRL Screening COLLABORATION AGREEMENTS EXHIBIT A FORM [NAMES OF LOCK-UP AGREEMENT ____________, 2001 Xxxxxx Xxxxxx Partners LLC [Other Representatives] As Representatives of the several Underwriters c/o Thomas Xxxxxx Partners LLC Xxx Xxxxxxxxxx Xxxxxx, Suite 3700 San Francisco, California 94104 RE: LOCK-UP AGREEMENT (THE "AGREEMENT") Ladies and Gentlemen: The undersigned is an owner of record or beneficially of certain shares of Common Stock, par value $0.0001 per share (the "COMMON STOCK"), of Arena Pharmaceuticals, Inc., a Delaware corporation (the "COMPANY"), or securities convertible into or exchangeable or exercisable for Common Stock. The undersigned understands that you, as representatives (the "REPRESENTATIVES"), propose to enter into an Underwriting Agreement on behalf of the several Underwriters named in SCHEDULE A to such agreement (collectively, the "OTHER UNDERWRITERS"), with the Company providing for a public offering of the Common Stock of the Company pursuant to a Registration Statement on form S-1 to be filed with the Securities and Exchange Commission (the "PUBLIC OFFERING"). The undersigned recognizes that the Public Offering will be of benefit to the undersigned and will benefit the Company by, among other things, raising additional capital for its operations. The undersigned acknowledges that you and the other Underwriters are relying on the representations and agreements of the undersigned contained in this letter in carrying out the Public Offering and in entering into underwriting arrangements with the Company with respect to the Public Offering. To induce the Underwriters that may participate in the Public Offering to continue their efforts in connection with the Public Offering, the undersigned hereby agrees that, without the prior written consent of Xxxxxx Xxxxxx Partners (which consent may be withheld in its sole discretion), it will not, during the period commencing on the date hereof and ending 90 days after the date of the final prospectus relating to the Public Offering (the "PROSPECTUS"), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, or (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. In addition, the undersigned agrees that, without the prior written consent of Xxxxxx Xxxxxx Partners (which consent may be withheld in its sole discretion), it will not, during the period commencing on the date hereof and ending 90 days after the date of the Prospectus, make any demand for or exercise any right with respect to, the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock. With respect to the Public Offering, the undersigned waives any registration rights relating to registration under the Securities Act of any Common Stock owned either of record or beneficially by the undersigned, including any rights to receive notice of the Public Offering. The foregoing restrictions are expressly agreed to preclude the undersigned from engaging in any hedging or other transaction which is designed to or reasonably expected to lead to or result in a sale or disposition of the Common Stock even if such Common Stock would be disposed of by someone other than the undersigned. Such prohibited hedging or other transactions would include without limitation any short sale or any purchase, sale or grant of any right (including without limitation any put option or put equivalent position or call option or call equivalent position) with respect to any of the Common Stock or with respect to any security that includes, relates to, or derives any significant part of its value from such Common Stock.]

Sophisticated Parties. Each of the parties hereto acknowledges that it is a sophisticated business person who was adequately represented by counsel during negotiations regarding the provisions hereof, including, without limitation, the indemnification and contribution provisions of Section 8 above8, and is fully informed regarding said provisions. Each of the parties hereto further acknowledges that the provisions of Section 8 above hereto fairly allocate the risks in light of the ability of the parties to investigate the Company, its affairs and its business in order to assure that adequate disclosure has been made in the Registration Statement, any preliminary prospectus and the Prospectus (and any amendments and supplements thereto), as required by the Securities Act and the Exchange Act. If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to the Company the enclosed copies hereof, whereupon this instrument, along with all counterparts hereof, shall become a binding agreement in accordance with its terms. Very truly yours, ARENA PHARMACEUTICALSHARVARD BIOSCIENCE, INC. By: -------------------------------- ------------------------------ Name: Title: The Selling Stockholders Stockholder named in SCHEDULE Schedule B attached hereto, acting severally By: -------------------------------- ------------------------------ Attorney-in-Fact Accepted as of the date hereof Xxxxxx Xxxxxx Partners LLC Xxxx Xxxxxxxx Incorporated ABN AMRO Rothschild LLC Lazard Freres & Co. ING Barings LLC Acting severally on behalf of themselves and the several Underwriters named in SCHEDULE Schedule A attached hereto. By: Xxxxxx Xxxxxx Partners LLC By: ------------------------------------- --------------------------- Name: Title: [Signature Page to Underwriting Agreement] SCHEDULE A UNDERWRITER NUMBER OF FIRM NUMBER OF ADDITIONAL SHARES UNDERWRITER SHARES TO BE TO BE PURCHASED ----------- --------------- PURCHASED IF MAXIMUM OPTION EXERCISED Xxxxxx Xxxxxx Partners LLC Xxxx Xxxxxxxx Incorporated ABN AMRO Rothschild ING Barings LLC Lazard Freres & Co. LLC Total: 4,000,000 ========= [NAMES OF OTHER UNDERWRITERS] total SCHEDULE B SELLING NUMBER OF FIRM STOCKHOLDER SHARES SELLING STOCKHOLDER TO BE SOLD BB BioVentures L.P. 779,084 MPM BioVentures Parallel Fund, L.P. 111,556 MPM Asset Management Investors 1999 LLC 9,360 -------- Tripos, Inc. 100,000 Total: 1,000,000 ========= SCHEDULE C INTELLECTUAL PROPERTY PATENTS AND PATENT APPLICATIONS REGISTERED MARKS AND APPLIED MARKS CART Arena Aressa ChemNavigator BRL Screening COLLABORATION AGREEMENTS XXXXX XXXXX Total EXHIBIT A FORM OF LOCK-UP LEGAL OPINION OF COMPANY COUNSEL THE FINAL OPINION IN DRAFT FORM SHOULD BE ATTACHED AS EXHIBIT A AT THE TIME THIS AGREEMENT ____________IS EXECUTED. 1. The Company is a corporation duly incorporated, 2001 Xxxxxx Xxxxxx Partners LLC [Other Representatives] As Representatives validly existing and in good standing under the laws of the several Underwriters c/o Thomas Xxxxxx Partners LLC Xxx Xxxxxxxxxx Xxxxxxjurisdiction of its incorporation, Suite 3700 San Francisco, California 94104 RE: LOCK-UP AGREEMENT (THE "AGREEMENT") Ladies has the corporate power to conduct its business as described in the Prospectus and Gentlemen: The undersigned is an owner of record or beneficially of certain shares of Common Stock, par value $0.0001 per share (the "COMMON STOCK"), of Arena Pharmaceuticals, Inc., qualified to transact business as a Delaware foreign corporation (the "COMPANY"), or securities convertible into or exchangeable or exercisable for Common Stock. The undersigned understands that you, as representatives (the "REPRESENTATIVES"), propose to enter into an Underwriting Agreement and is in good standing in each jurisdiction listed on behalf of the several Underwriters named in SCHEDULE Annex A to such agreement (collectively, the "UNDERWRITERS"), with the Company providing for a public offering of the Common Stock this opinion. 2. Each subsidiary of the Company pursuant is a corporation validly existing and in good standing under the laws of the jurisdiction of its incorporation, has the corporate power to conduct its business as described in the Prospectus and is qualified to transact business as a Registration Statement foreign corporation and is in good standing in each jurisdiction listed next to its name on form S-1 Annex B to be filed with this opinion. 3. All of the Securities issued and Exchange Commission (outstanding shares of capital stock of the "PUBLIC OFFERING")Company have been duly authorized and validly issued and are fully paid and non-assessable, free and clear of all liens, encumbrances, or claims. All of the issued and outstanding shares of capital stock of each subsidiary of the Company have been duly authorized and validly issued, are fully paid and non-assessable and are owned of record by the Company or by a wholly-owned subsidiary of the Company, free and clear of all liens, encumbrances, equities or claims, except as disclosed in the Prospectus and any liens, encumbrances, equities or claims generally placed on the Company's assets in the ordinary course of business. 4. The undersigned recognizes that authorized capital stock of the Public Offering will be of benefit Company conforms, in all material respects, as to legal matters to the undersigned and will benefit description thereof contained in the Company by, among other things, raising additional capital for its operationsProspectus. 5. The undersigned acknowledges that you and the other Underwriters are relying on the representations and agreements of the undersigned contained in this letter in carrying out the Public Offering and in entering into underwriting arrangements with the Company with respect to the Public Offering. To induce the Underwriters that may participate in the Public Offering to continue their efforts in connection with the Public Offering, the undersigned hereby agrees that, without the prior written consent of Xxxxxx Xxxxxx Partners (which consent may be withheld in its sole discretion), it will not, during the period commencing on the date hereof and ending 90 days after the date of the final prospectus relating to the Public Offering (the "PROSPECTUS"), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or (including the Shares to be sold by the Selling Stockholder) outstanding prior to the issuance of the Shares to be sold by the Company have been duly authorized and are validly issued, fully paid and non-assessable. 6. The Shares to be sold by the Company have been duly authorized and, when issued and delivered in accordance with the terms of the Underwriting Agreement, will be validly issued, fully paid and non-assessable, and the issuance of such Shares will not be subject to any securities convertible into or exercisable or exchangeable for Common Stock, or (2) enter into any swap statutory preemptive or other arrangement that transfers similar rights under the Company's certificate of incorporation, by-laws or, to another, in whole or in partsuch counsel's knowledge, any agreement to which the Company is a party. 7. The Underwriting Agreement has been duly authorized, executed and delivered by the Company. 8. The execution and delivery by the Company of, and the performance by the Company of its obligations under, the Underwriting Agreement will not (i) result in any violation of the economic consequences of ownership provisions of the Common Stock, whether any such transaction described in clause (1) certificate of incorporation or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. In addition, the undersigned agrees that, without the prior written consent of Xxxxxx Xxxxxx Partners (which consent may be withheld in its sole discretion), it will not, during the period commencing on the date hereof and ending 90 days after the date by-laws of the ProspectusCompany or, make any demand for or exercise any right with respect to, the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock. With respect to the Public Offering, the undersigned waives any registration rights relating to registration under the Securities Act of any Common Stock owned either of record or beneficially by the undersigned, including any rights to receive notice of the Public Offering. The foregoing restrictions are expressly agreed to preclude the undersigned from engaging in any hedging or other transaction which is designed to or reasonably expected to lead to or (ii) result in a sale breach or disposition default on the part of the Common Stock even if such Common Stock would be disposed of by someone other than the undersigned. Such prohibited hedging Company under any agreement or other transactions would include without limitation any short sale instrument filed as an exhibit to the Registration Statement, or of which such counsel has knowledge, to which the Company or any purchaseof its subsidiaries is a party or by which the Company or any of its subsidiaries is bound, sale or grant (iii) result in a violation on the part of the Company of any right existing Massachusetts, Delaware General Corporation Law or federal statute or regulation or, to such counsel's knowledge, any judgment, order or decree of any body, agency or court and no consent, approval, authorization or order of, or qualification with, any Massachusetts or federal body or agency is required to be obtained by the Company for the performance by the Company of its obligations under this Agreement, except that such counsel need express no opinion as to state securities or "Blue Sky" laws or as to compliance with the antifraud provisions of federal and state securities laws. 9. The statements (including without limitation any put option or put equivalent position or call option or call equivalent positionA) with respect to any in the Prospectus under the caption "Benefit Plans," "Description of Capital Stock" and "Shares Eligible for Future Sale" and (B) in the Registration Statement in Items 14 and 15, in each case insofar as such statements constitute summaries of the Common Stock legal matters, documents or with respect proceedings referred to any security that includestherein, relates to, or derives any significant part are accurate summaries in all material respects of its value from such Common Stockthe matters referred to therein.

Sophisticated Parties. Each of the parties hereto acknowledges that it is a sophisticated business person who was adequately represented by counsel during negotiations regarding the provisions hereof, including, without limitation, the indemnification and contribution provisions of Section 8 above8, and is fully informed regarding said provisions. Each of the parties hereto further acknowledges that the provisions of Section 8 above hereto fairly allocate the risks in light of the ability of the parties to investigate the Company, its affairs and its business in order to assure that adequate disclosure has been made in the Registration Statement, any preliminary prospectus Disclosure Package and the Prospectus each Offering Circular (and any amendments and supplements thereto), as required by the Securities Act and the Exchange Act. If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to the Company the enclosed copies hereof, whereupon this instrument, along with all counterparts hereof, shall become a binding agreement in accordance with its terms. Very truly yours, ARENA PHARMACEUTICALSAMBASSADORS INTERNATIONAL, INC. By: -------------------------------- /s/ Xxxxx Xxxxxxxxx Name: Xxxxx X. Xxxxxxxxx Title: The Selling Stockholders named in SCHEDULE B attached hereto, acting severally By: -------------------------------- Attorney-in-Fact Chief Financial Officer Accepted as of the date hereof Xxxxxx Xxxxxx Partners LLC Xxxx Xxxxxxxx Incorporated ABN AMRO Rothschild LLC Lazard Freres & Co. LLC Acting severally on behalf of themselves and the several Underwriters named in SCHEDULE A attached hereto. Byfirst above written: Xxxxxx Xxxxxx Partners XXXXXX XXXXXX PARTNERS LLC By: ------------------------------------- /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: [Signature Page to Underwriting Agreement] SCHEDULE A NUMBER OF FIRM SHARES UNDERWRITER TO BE PURCHASED ----------- --------------- Xxxxxx Xxxxxx Partners LLC Xxxx Xxxxxxxx Incorporated ABN AMRO Rothschild LLC Lazard Freres & Co. LLC Total: 4,000,000 ========= SCHEDULE B NUMBER OF FIRM SHARES SELLING STOCKHOLDER TO BE SOLD BB BioVentures L.P. 779,084 MPM BioVentures Parallel FundPrinciple On April 25, L.P. 111,556 MPM Asset Management Investors 1999 LLC 9,360 -------- Tripos2006, Inc. 100,000 Total: 1,000,000 ========= SCHEDULE C INTELLECTUAL PROPERTY PATENTS AND PATENT APPLICATIONS REGISTERED MARKS AND APPLIED MARKS CART Arena Aressa ChemNavigator BRL Screening COLLABORATION AGREEMENTS EXHIBIT A FORM OF LOCK-UP AGREEMENT ____________, 2001 Xxxxxx Xxxxxx Partners LLC [Other Representatives] As Representatives one of the several Underwriters c/o Thomas Xxxxxx Partners LLC Xxx Xxxxxxxxxx Xxxxxx, Suite 3700 San Francisco, California 94104 RE: LOCK-UP AGREEMENT (THE "AGREEMENT") Ladies and Gentlemen: The undersigned is an owner Company’s subsidiaries acquired certain assets of record or beneficially of certain shares of Common Stock, par value $0.0001 per share (the "COMMON STOCK"), of Arena PharmaceuticalsDelta Steamboat Company, Inc., including three vessels, the Delta Queen, the American Queen and the Mississippi Queen. The Delta Queen Steamboat Company has a Delaware corporation collective bargaining agreement with the American Maritime Officers union (the "COMPANY"“AMO”), or securities convertible into or exchangeable or exercisable for Common Stock. The undersigned understands that you, as representatives (the "REPRESENTATIVES"), propose to enter into an Underwriting Agreement on behalf of the several Underwriters named in SCHEDULE A to such agreement (collectively, the "UNDERWRITERS"), with which was not assumed by the Company providing for a public offering or any of the Common Stock of the Company pursuant to a Registration Statement on form S-1 to be filed with the Securities and Exchange Commission (the "PUBLIC OFFERING"). The undersigned recognizes that the Public Offering will be of benefit to the undersigned and will benefit the Company by, among other things, raising additional capital for its operations. The undersigned acknowledges that you and the other Underwriters are relying on the representations and agreements of the undersigned contained in this letter in carrying out the Public Offering and in entering into underwriting arrangements with the Company with respect to the Public Offering. To induce the Underwriters that may participate in the Public Offering to continue their efforts subsidiaries in connection with the Public Offeringpurchase of certain assets from the Delta Queen Steamboat Company. On November 28, 2006, a grievance was noticed by AMO to Ambassadors International and Ambassadors Cruise Group as well as the undersigned hereby agrees thatDelta Steamboat Company and Delaware North Companies (the parent entity of Delta Queen Steamboat Company) for failure to honor the collective bargaining agreement with AMO. The Company’s last communication in this regard was to inform the AMO that it has no current bargaining relationship with the AMO, without nor a duty or obligation to arbitrate. The arbitration of this matter is scheduled for the prior written consent first week of Xxxxxx Xxxxxx Partners (which consent may May 2007 in New York City and the Company will not be withheld in its sole discretion), it will not, during the period commencing on the date hereof and ending 90 days after the date of the final prospectus relating a party to the Public Offering (the "PROSPECTUS"), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, or (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. In addition, the undersigned agrees that, without the prior written consent of Xxxxxx Xxxxxx Partners (which consent may be withheld in its sole discretion), it will not, during the period commencing on the date hereof and ending 90 days after the date of the Prospectus, make any demand for or exercise any right with respect to, the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock. With respect to the Public Offering, the undersigned waives any registration rights relating to registration under the Securities Act of any Common Stock owned either of record or beneficially by the undersigned, including any rights to receive notice of the Public Offering. The foregoing restrictions are expressly agreed to preclude the undersigned from engaging in any hedging or other transaction which is designed to or reasonably expected to lead to or result in a sale or disposition of the Common Stock even if such Common Stock would be disposed of by someone other than the undersigned. Such prohibited hedging or other transactions would include without limitation any short sale or any purchase, sale or grant of any right (including without limitation any put option or put equivalent position or call option or call equivalent position) with respect to any of the Common Stock or with respect to any security that includes, relates to, or derives any significant part of its value from such Common Stockarbitration proceedings.

Sophisticated Parties. Each of the parties hereto acknowledges that it is a sophisticated business person who or which was adequately represented by counsel during negotiations regarding the provisions hereof, including, without limitation, the indemnification and contribution provisions of Section 8 above8, and is fully informed regarding said provisions. Each of the parties hereto further acknowledges that the provisions of Section 8 above hereto fairly allocate the risks in light of the ability of the parties to investigate the Company, its affairs and its business in order to assure that adequate disclosure has been made in the Registration Statement, any preliminary prospectus and the Prospectus (and any amendments and supplements thereto), as required by the Securities Act and the Exchange Act. If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to the Company the enclosed copies hereof, whereupon this instrument, along with all counterparts hereof, shall become a binding agreement in accordance with its terms. Very truly yours, ARENA PHARMACEUTICALS, INC. SELECT COMFORT CORPORATION By: -------------------------------- :_________________________________________ Name: Title: The Selling Stockholders Shareholders named in SCHEDULE Schedule B attached hereto, acting severally By: -------------------------------- :_________________________________________ Attorney-in-Fact Accepted as of the date hereof Xxxxxx Xxxxxx Thomas Weisel Partners LLC Xxxx Xxxxxxxx Incorporated ABN AMRO Rothschild LLC Lazard Freres U.S. Bancorp Piper Jaffray Inc. Adams, Harknexx & Co. LLC Acting severally on behalf Xixx, Xxc. Craig-Hallum Capital Groxx, XXX Xxxxng sevxxxxxy xx xxxxxf xx themselxxx xxx xx xepresentatives of themselves and the several Underwriters named in SCHEDULE Schedule A attached hereto. By: Xxxxxx Xxxxxx Thomas Weisel Partners LLC By: ------------------------------------- Name:_____________________________ Xxxx: Title: [Signature Page to Underwriting Agreement] SCHEDULE A UNDERWRITER NUMBER OF FIRM SHARES UNDERWRITER TO BE PURCHASED ----------- --------------- Xxxxxx Xxxxxx Thomas Weisel Partners LLC Xxxx Xxxxxxxx Incorporated ABN AMRO Rothschild LLC Lazard Freres U.S. Bancorp Piper Jaffray Inc. Adams, Harknexx & Co. LLC Total: 4,000,000 ========= Xixx, Xxc. Craig-Hallum Capital Groxx XXX Xxtal SCHEDULE B NUMBER OF FIRM MAXIMUM NUMBER SHARES OF ADDITIONAL SHARES SELLING STOCKHOLDER SHAREHOLDER TO BE SOLD BB BioVentures L.P. 779,084 MPM BioVentures Parallel Fund, L.P. 111,556 MPM Asset Management Investors 1999 LLC 9,360 -------- Tripos, Inc. 100,000 Total: 1,000,000 ========= SCHEDULE TO BE SOLD ------------------- --------------- -------------------- St. Paul Companies Renaissance US Growth & Income Trust PLC BFS US Special Xxxortunities Trust PLC Total EXHIBIT C INTELLECTUAL PROPERTY PATENTS AND PATENT APPLICATIONS REGISTERED MARKS AND APPLIED MARKS CART Arena Aressa ChemNavigator BRL Screening COLLABORATION AGREEMENTS EXHIBIT A FORM OF LOCK-UP AGREEMENT ____________, 2001 Xxxxxx Xxxxxx 2003 Thomas Weisel Partners LLC [Other Representatives] As Representatives of the several Underwriters cU.S. Bancorp Piper Jaffray Inc. Adams, Harknexx & Xixx, Xxc. Craig-Hallum Capital Groxx, Xxx. Xx Xepresexxxxxvex xx xxx sexxxxl Underxxxxxxx x/o x Thomas Xxxxxx Weisel Partners LLC Xxx Xxxxxxxxxx XxxxxxOne Montgomery Street, Suite 3700 San Francisco, California Calxxxxxxa 94104 REXX: LOCKXXXX-UP AGREEMENT XX XXXXXXXXX (THE "AGREEMENT") Ladies and Gentlemen: The undersigned is an owner of record or beneficially of certain shares of Common Stock, par value $0.0001 ________ per share (the "COMMON STOCK"), of Arena Pharmaceuticals, Inc.Select Comfort Corporation, a Delaware corporation Minnesota Corporation (the "COMPANY"), or securities convertible into or exchangeable or exercisable for Common Stock. The undersigned understands that you, as representatives (the "REPRESENTATIVES"), propose to enter into an Underwriting Agreement on behalf of the several Underwriters named in SCHEDULE Schedule A to such agreement (collectively, the "UNDERWRITERS"), with the Company and certain Selling Shareholders providing for a public offering of the Common Stock of the Company pursuant to a Registration Statement on form S-1 Form S-3 to be filed with the Securities and Exchange Commission (the "PUBLIC OFFERING"). The undersigned recognizes that the Public Offering will be of benefit to the undersigned and will benefit the Company by, among other things, raising additional capital for its operationsCompany. The undersigned acknowledges that you and the other Underwriters are relying on the representations and agreements of the undersigned contained in this letter in carrying out the Public Offering and in entering into underwriting arrangements with the Company and such Selling Shareholders with respect to the Public Offering. To induce the Underwriters that may participate in the Public Offering to continue their efforts in connection with the Public Offering, the undersigned hereby agrees that, without the prior written consent of Xxxxxx Xxxxxx Thomas Weisel Partners (which consent may be withheld in its sole discretiondiscrexxxx), it will xx xxxl not, during the period commencing on the date hereof and ending 90 days after the date of the final prospectus relating to the Public Offering (the "PROSPECTUS"), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, or (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. In addition, the undersigned agrees that, without the prior written consent of Xxxxxx Xxxxxx Thomas Weisel Partners (which consent may be withheld in its sole discretiondiscrexxxx), it will xx xxxl not, during the period commencing on the date hereof and ending 90 days after the date of the Prospectus, make any demand for or exercise any right with respect to, the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock. With respect to the Public Offering, the undersigned waives any registration rights relating to registration under the Securities Act of any Common Stock owned either of record or beneficially by the undersigned, including any rights to receive notice of the Public Offering. The foregoing restrictions are expressly agreed to preclude the undersigned from engaging in any hedging or other transaction which is designed to or reasonably expected to lead to or result in a sale or disposition of the Common Stock even if such Common Stock would be disposed of by someone other than the undersigned. Such prohibited hedging or other transactions would include without limitation any short sale or any purchase, sale or grant of any right (including without limitation any put option or put equivalent position or call option or call equivalent position) with respect to any of the Common Stock or with respect to any security that includes, relates to, or derives any significant part of its value from such Common Stock.

Sophisticated Parties. Each of the parties hereto acknowledges that it is a sophisticated business person who was adequately represented by counsel during negotiations regarding the provisions hereof, including, without limitation, the indemnification and contribution provisions of Section 8 above8, and is fully informed regarding said provisions. Each of the parties hereto further acknowledges that the provisions of Section 8 above hereto fairly allocate the risks in light of the ability of the parties to investigate the Company, its affairs and its business in order to assure that adequate disclosure has been made in the Registration Statement, any preliminary prospectus and the Prospectus (and any amendments and supplements thereto), as required by the Securities Act and the Exchange Act. [Remainder of page intentionally left blank] If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to the Company the enclosed copies hereof, whereupon this instrument, along with all counterparts hereof, shall become a binding agreement in accordance with its terms. Very truly yours, ARENA PHARMACEUTICALS, INC. EXACT SCIENCES CORPORATION By: -------------------------------- ------------------------------ Name: Title: The Selling Stockholders named in SCHEDULE B attached hereto, acting severally By: -------------------------------- Attorney-in-Fact Accepted as of the date hereof Xxxxxx Xxxxxx Partners LLC Xxxx Xxxxxxxx Incorporated ABN AMRO Rothschild LLC Lazard Freres & Co. LLC ---------------- [NAMES OF OTHER REPRESENTATIVE(S)] Acting severally on behalf of themselves and the several Underwriters named in SCHEDULE A attached heretothe applicable Terms Agreement. By: Xxxxxx Xxxxxx Partners LLC ---------------- By: ------------------------------------- -------------------------------- Name: Title: [Signature Page to Underwriting Agreement] SCHEDULE A NUMBER OF FIRM SHARES UNDERWRITER TO BE PURCHASED ----------- --------------- Xxxxxx Xxxxxx Partners LLC Xxxx Xxxxxxxx Incorporated ABN AMRO Rothschild LLC Lazard Freres & Co. LLC Total: 4,000,000 ========= SCHEDULE B NUMBER OF FIRM SHARES SELLING STOCKHOLDER TO BE SOLD BB BioVentures L.P. 779,084 MPM BioVentures Parallel Fund, L.P. 111,556 MPM Asset Management Investors 1999 LLC 9,360 -------- Tripos, Inc. 100,000 Total: 1,000,000 ========= SCHEDULE C INTELLECTUAL PROPERTY PATENTS AND PATENT APPLICATIONS REGISTERED MARKS AND APPLIED MARKS CART Arena Aressa ChemNavigator BRL Screening COLLABORATION AGREEMENTS 19 EXHIBIT A FORM FORMS OF LOCK-UP AGREEMENT ____________, 2001 Xxxxxx Xxxxxx Partners LLC [Other Representatives] As Representatives of the several Underwriters c/o Thomas Xxxxxx Partners LLC Xxx Xxxxxxxxxx Xxxxxx, Suite 3700 San Francisco, California 94104 RE: LOCK-UP AGREEMENT TERMS AGREEMENTS EXACT SCIENCES CORPORATION (THE "AGREEMENTCOMPANY") Ladies and GentlemenDEBT SECURITIES , To: The [Representative[s] of the] Underwriters identified herein Dear Sirs: The undersigned is an owner of record or beneficially of certain shares of Common Stock, par value $0.0001 per share (the "COMMON STOCK"), of Arena Pharmaceuticals, Inc., a Delaware corporation (the "COMPANY"), or securities convertible into or exchangeable or exercisable for Common Stock. The undersigned understands that you, as representatives (the "REPRESENTATIVES"), propose agrees to enter into an Underwriting Agreement on behalf of sell to the several Underwriters named in SCHEDULE Schedule A hereto for their respective accounts, on and subject to such agreement the terms and conditions of the Underwriting Agreement filed as an exhibit to the Company's registration statement on Form S-3 (collectively, the No. 333-108679) ("UNDERWRITERSUNDERWRITING AGREEMENT"), with the following securities ("OFFERED SECURITIES") on the following terms: TITLE: [ %] [Floating Rate]--Notes--Debentures--Bonds--Due. PRINCIPAL AMOUNT: $ . OVER-ALLOTMENT: In addition, upon written notice from the Representative[s] given to the Company providing for a public offering from time to time not more than 30 days subsequent to the date hereof, the Underwriters may purchase up to $ additional principal amount of the Common Stock of the Company pursuant to a Registration Statement on form S-1 to be filed with the Offered Securities and Exchange Commission (the "PUBLIC OFFERINGOption Securities")) at the purchase price. The undersigned recognizes that the Public Offering will be of benefit Company agrees to sell to the undersigned and will benefit Underwriters the Company byOption Securities, among other things, raising additional capital for its operations. The undersigned acknowledges that you and the other Underwriters are relying agree, severally and not jointly, to purchase such Option Securities. Such Option Securities shall be purchased for the account of each Underwriter in the same proportion as the Principal Amount of Offered Securities set forth opposite such Underwriter's name on Schedule A hereto (subject to adjustment by the representations Representative[s] to eliminate fractions) and agreements of the undersigned contained in this letter in carrying out the Public Offering and in entering into underwriting arrangements with the Company with respect to the Public Offering. To induce may be purchased by the Underwriters that may participate in only for the Public Offering to continue their efforts purpose of covering over-allotments made in connection with the Public Offeringsale of the Offered Securities. No Option Securities shall be sold or delivered unless the Offered Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the undersigned hereby agrees that, without the prior written consent of Xxxxxx Xxxxxx Partners (which consent Option Securities or any portion thereof may be withheld in its sole discretion)exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representative[s] to the Company. INTEREST: [ % per annum, it will notfrom , during the period , payable semiannually on and , commencing , , to holders of record on the date hereof and ending 90 days after preceding or , as the date case may be.] [Zero coupon.] MATURITY: , . OPTIONAL REDEMPTION: SINKING FUND: LISTING: [None.] [ Stock Exchange.] [The Nasdaq Stock Market Inc.'s National Market.] PURCHASE PRICE: % of the final prospectus relating principal amount, plus accrued interest[, if any,] from , . EXPECTED REOFFERING PRICE: % of principal amount, subject to the Public Offering (the "PROSPECTUS"), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, or (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. In addition, the undersigned agrees that, without the prior written consent of Xxxxxx Xxxxxx Partners (which consent may be withheld in its sole discretion), it will not, during the period commencing on the date hereof and ending 90 days after the date of the Prospectus, make any demand for or exercise any right with respect to, the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock. With respect to the Public Offering, the undersigned waives any registration rights relating to registration under the Securities Act of any Common Stock owned either of record or beneficially change by the undersigned, including any rights to receive notice of the Public Offering. The foregoing restrictions are expressly agreed to preclude the undersigned from engaging in any hedging or other transaction which is designed to or reasonably expected to lead to or result in a sale or disposition of the Common Stock even if such Common Stock would be disposed of by someone other than the undersigned. Such prohibited hedging or other transactions would include without limitation any short sale or any purchase, sale or grant of any right (including without limitation any put option or put equivalent position or call option or call equivalent position) with respect to any of the Common Stock or with respect to any security that includes, relates to, or derives any significant part of its value from such Common Stock[Representative[s] [Underwriters].

Sophisticated Parties. Each of the parties hereto acknowledges that it is a sophisticated business person who was adequately represented by counsel during negotiations regarding the provisions hereof, including, without limitation, the indemnification and contribution provisions of Section 8 aboveherein, and is fully informed regarding said provisions. Each of the parties hereto further acknowledges that the indemnification and contribution provisions of Section 8 above herein fairly allocate the risks in light of the ability of the parties to investigate the Company, its affairs and its business in order to assure that adequate disclosure has been made in the Registration Statement, any preliminary prospectus and the Prospectus (and any amendments and supplements thereto), as required by the Securities Act and the Exchange Act. If the foregoing is in accordance with your understanding of our agreementunderstanding, kindly please sign and return to the Company the enclosed copies hereof, whereupon this instrument, along with all us four counterparts hereof, and upon the acceptance hereof by you this letter and such acceptance hereof shall become constitute a binding agreement in accordance with its termsamong each of the Underwriters and the Company. Very truly yours, ARENA PHARMACEUTICALSXXXXXXXX HOMEBUILDING COMPANIES, INC. By: -------------------------------- Name: Title: The Selling Stockholders named in SCHEDULE B attached hereto, acting severally SELLING STOCKHOLDER By: -------------------------------- Xxxxx Xxxxxxxx As Attorney-in-Fact acting on behalf of each of the Selling Stockholders named in Schedule II to this Agreement Accepted as of the date hereof Xxxxxx Xxxxxx Partners at New York City, New York: BANC OF AMERICA SECURITIES LLC Xxxx Xxxxxxxx Incorporated ABN AMRO Rothschild By: Banc of America Securities LLC Lazard Freres & Co. LLC Acting severally on behalf of themselves and each of the several Underwriters named in SCHEDULE A attached hereto. By: Xxxxxx Xxxxxx Partners LLC By: ------------------------------------- Name: Title: [Signature Page to Underwriting Agreement] SCHEDULE A NUMBER OF FIRM SHARES UNDERWRITER TO BE PURCHASED ----------- --------------- Banc of America Securities LLC 0 Xxxx 00xx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Facsimile: ( ) - BB&T Capital Markets, a Division of Xxxxx & Xxxxxxxxxxxx, Inc. 000 Xxxx Xxxx Xxxxxx Partners LLC Xxxx Xxxxxxxx, Xxxxxxxx 00000 Facsimile: (000) 000-0000 Xxxxxx, Xxxxx Xxxxx, Incorporated ABN AMRO Rothschild LLC Lazard Freres 000 Xxxxx Xxxxxx Xxxxxxxxx, XX 00000 Facsimile: (000) 000-0000 Xxxxxx X. Xxxxx & Co. LLC 0000 Xxxxxxxxxx Xxxxx, Xxxxx 000 XxXxxx, VA 22102 Facsimile: (000) 000-0000 Total: 4,000,000 ========= SCHEDULE B NUMBER OF FIRM SHARES SELLING STOCKHOLDER TO BE SOLD BB BioVentures L.P. 779,084 MPM BioVentures Parallel Fund, L.P. 111,556 MPM Asset Management Investors 1999 LLC 9,360 -------- Tripos, Inc. 100,000 Total: 1,000,000 ========= SCHEDULE C INTELLECTUAL PROPERTY PATENTS AND PATENT APPLICATIONS REGISTERED MARKS AND APPLIED MARKS CART Arena Aressa ChemNavigator BRL Screening COLLABORATION AGREEMENTS EXHIBIT A FORM OF LOCK-UP AGREEMENT ____________, 2001 Xxxxxx Xxxxxx Partners LLC [Other Representatives] As Representatives of the several Underwriters c/o Thomas Xxxxxx Partners LLC Xxx Xxxxxxxxxx Xxxxxx, Suite 3700 San Francisco, California 94104 RE: LOCK-UP AGREEMENT (THE "AGREEMENT") Ladies and Gentlemen: The undersigned is an owner of record or beneficially of certain shares of Common Stock, par value $0.0001 per share (the "COMMON STOCK"), of Arena Pharmaceuticals, Inc., a Delaware corporation (the "COMPANY"), or securities convertible into or exchangeable or exercisable for Common Stock. The undersigned understands that you, as representatives (the "REPRESENTATIVES"), propose to enter into an Underwriting Agreement on behalf of the several Underwriters named in SCHEDULE A to such agreement (collectively, the "UNDERWRITERS"), with the Company providing for a public offering of the Common Stock of the Company pursuant to a Registration Statement on form S-1 to be filed with the Securities and Exchange Commission (the "PUBLIC OFFERING"). The undersigned recognizes that the Public Offering will be of benefit to the undersigned and will benefit the Company by, among other things, raising additional capital for its operations. The undersigned acknowledges that you and the other Underwriters are relying on the representations and agreements of the undersigned contained in this letter in carrying out the Public Offering and in entering into underwriting arrangements with the Company with respect to the Public Offering. To induce the Underwriters that may participate in the Public Offering to continue their efforts in connection with the Public Offering, the undersigned hereby agrees that, without the prior written consent of Xxxxxx Xxxxxx Partners (which consent may be withheld in its sole discretion), it will not, during the period commencing on the date hereof and ending 90 days after the date of the final prospectus relating to the Public Offering (the "PROSPECTUS"), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, or (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. In addition, the undersigned agrees that, without the prior written consent of Xxxxxx Xxxxxx Partners (which consent may be withheld in its sole discretion), it will not, during the period commencing on the date hereof and ending 90 days after the date of the Prospectus, make any demand for or exercise any right with respect to, the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock. With respect to the Public Offering, the undersigned waives any registration rights relating to registration under the Securities Act of any Common Stock owned either of record or beneficially by the undersigned, including any rights to receive notice of the Public Offering. The foregoing restrictions are expressly agreed to preclude the undersigned from engaging in any hedging or other transaction which is designed to or reasonably expected to lead to or result in a sale or disposition of the Common Stock even if such Common Stock would be disposed of by someone other than the undersigned. Such prohibited hedging or other transactions would include without limitation any short sale or any purchase, sale or grant of any right (including without limitation any put option or put equivalent position or call option or call equivalent position) with respect to any of the Common Stock or with respect to any security that includes, relates to, or derives any significant part of its value from such Common Stock.

Sophisticated Parties. Each The Parties each acknowledge, accept, warrant and represent that (i) they are sophisticated Parties represented at all relevant times during the negotiation and execution of the parties hereto acknowledges that it is a sophisticated business person who was adequately represented this Agreement by counsel during negotiations regarding of their choice, and that they have executed this Agreement with the provisions hereofconsent and on the advice of such independent legal counsel, includingand (ii) they and their counsel have determined through independent investigation, without limitationextensive due diligence, and robust, arms-length negotiation that the terms of this Agreement shall exclusively embody and govern the subject matter of this Agreement. * CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. IN WITNESS WHEREOF, the indemnification and contribution provisions of Section 8 above, and is fully informed regarding said provisions. Each of the parties hereto further acknowledges that the provisions of Section 8 above fairly allocate the risks in light of the ability of the parties to investigate the Company, its affairs and its business in order to assure that adequate disclosure has been made in the Registration Statement, any preliminary prospectus and the Prospectus (and any amendments and supplements thereto), as required by the Securities Act and the Exchange Act. If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to the Company the enclosed copies hereof, whereupon this instrument, along with all counterparts hereof, shall become a binding agreement in accordance with its terms. Very truly yours, ARENA PHARMACEUTICALS, INC. By: -------------------------------- Name: Title: The Selling Stockholders named in SCHEDULE B attached hereto, acting severally By: -------------------------------- Attorney-in-Fact Accepted undersigned have hereunto set their hands as of the date hereof Xxxxxx Xxxxxx Partners LLC Xxxx Xxxxxxxx Incorporated ABN AMRO Rothschild LLC Lazard Freres & Co. LLC Acting severally on behalf of themselves day and the several Underwriters named in SCHEDULE A attached heretoyear first above written. ParkerVision, Inc. (as “Company”) By: Xxxxxx Xxxxxx Partners LLC By: ------------------------------------- Name: Title: [Signature Page to Underwriting Agreement] SCHEDULE A NUMBER OF FIRM SHARES UNDERWRITER TO BE PURCHASED ----------- --------------- Xxxxxx Xxxxxx Partners LLC Xxxx Xxxxxxxx Incorporated ABN AMRO Rothschild LLC Lazard Freres & Co. LLC Total: 4,000,000 ========= SCHEDULE B NUMBER OF FIRM SHARES SELLING STOCKHOLDER TO BE SOLD BB BioVentures L.P. 779,084 MPM BioVentures Parallel Fund, L.P. 111,556 MPM Asset Management Investors 1999 LLC 9,360 -------- Tripos, Inc. 100,000 Total: 1,000,000 ========= SCHEDULE C INTELLECTUAL PROPERTY PATENTS AND PATENT APPLICATIONS REGISTERED MARKS AND APPLIED MARKS CART Arena Aressa ChemNavigator BRL Screening COLLABORATION AGREEMENTS EXHIBIT A FORM OF LOCK-UP AGREEMENT ______________________________ Name: Title: 1624 PV LLC (as “Funder”) By: ______________________________ Name: Title: * CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. PATENTS All patents owned by Company including any additional reissue, 2001 Xxxxxx Xxxxxx Partners LLC [Other Representatives] As Representatives re-examination, continuations, continuations-in-part, applications, patents pending and/or counterparts. ENFORCEMENT PLAN Company shall pursue Enforcement (through litigation or otherwise) against one of the several Underwriters c/o Thomas Xxxxxx Partners LLC Xxx Xxxxxxxxxx XxxxxxInitial Targets [*]. Subject to the mutual agreement of the Parties, Suite 3700 San Francisco, California 94104 RE: LOCK-UP AGREEMENT (THE "AGREEMENT") Ladies Company may expand the Enforcement through [*]. INITIAL TARGETS [*] as agreed upon by Company and Gentlemen: The undersigned is an owner of record or beneficially of certain shares of Common Stock, par value Funder. ATTORNEYS [*] COMMITTED CAPITAL Committed Capital shall be $0.0001 per share (7,000,000 in the "COMMON STOCK"), of Arena Pharmaceuticals, Inc., a Delaware corporation (the "COMPANY"), or securities convertible into or exchangeable or exercisable for Common Stockaggregate. The undersigned understands that you, as representatives (Committed Capital may be reduced upon [*] and where the "REPRESENTATIVES"), propose to enter into an Underwriting Agreement on behalf of the several Underwriters named in SCHEDULE A Parties consent to such agreement (collectively, the "UNDERWRITERS"), with the Company providing for a public offering of the Common Stock of the Company pursuant to a Registration Statement on form S-1 to be filed with the Securities and Exchange Commission (the "PUBLIC OFFERING")adjustment. The undersigned recognizes that the Public Offering will be of benefit REIMBURSEMENT AMOUNT An amount equal to the undersigned and will benefit the Company by, among other things, raising additional capital for its operationsReleased Funding. The undersigned acknowledges that you and the other Underwriters are relying on the representations and agreements of the undersigned contained in this letter in carrying out the Public Offering and in entering into underwriting arrangements with the Company with respect to the Public Offering* CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. To induce the Underwriters that may participate in the Public Offering to continue their efforts in connection with the Public Offering, the undersigned hereby agrees that, without the prior written consent of Xxxxxx Xxxxxx Partners (which consent may be withheld in its sole discretion), it will not, during the period commencing on the date hereof and ending 90 days after the date of the final prospectus relating to the Public Offering (the "PROSPECTUS"), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, or (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. In addition, the undersigned agrees that, without the prior written consent of Xxxxxx Xxxxxx Partners (which consent may be withheld in its sole discretion), it will not, during the period commencing on the date hereof and ending 90 days after the date of the Prospectus, make any demand for or exercise any right with respect to, the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock. With respect to the Public Offering, the undersigned waives any registration rights relating to registration under the Securities Act of any Common Stock owned either of record or beneficially by the undersigned, including any rights to receive notice of the Public Offering. The foregoing restrictions are expressly agreed to preclude the undersigned from engaging in any hedging or other transaction which is designed to or reasonably expected to lead to or result in a sale or disposition of the Common Stock even if such Common Stock would be disposed of by someone other than the undersigned. Such prohibited hedging or other transactions would include without limitation any short sale or any purchase, sale or grant of any right (including without limitation any put option or put equivalent position or call option or call equivalent position) with respect to any of the Common Stock or with respect to any security that includes, relates to, or derives any significant part of its value from such Common StockCONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

Sophisticated Parties. Each of the parties hereto acknowledges that it is a sophisticated business person who was adequately represented by counsel during negotiations regarding the provisions hereof, including, without limitation, the indemnification and contribution provisions of Section 8 above8, and is fully informed regarding said provisions. Each of the parties hereto further acknowledges that the provisions of Section 8 above hereto fairly allocate the risks in light of the ability of the parties to investigate the Company, its affairs and its business in order to assure that adequate disclosure has been made in the Registration Statement, any preliminary prospectus and the Prospectus (and any amendments and supplements thereto), as required by the Securities Act and the Exchange Act. If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to the Company the enclosed copies hereof, whereupon this instrument, along with all counterparts hereof, shall become a binding agreement in accordance with its terms. Very truly yours, ARENA PHARMACEUTICALSIMPAC Medical Systems, INC. Inc. By: -------------------------------- :_________________________________________ Name: Xxxxxx X. Xxxxxxxxxxx Title: President and Chief Executive Officer The Selling Stockholders named in SCHEDULE Schedule B attached hereto, acting severally By: -------------------------------- :_________________________________________ Attorney-in-Fact Accepted as of the date hereof Xxxxxx Xxxxxx Partners LLC Xxxx Xxxxxxxx Incorporated ABN AMRO Rothschild LLC Lazard Freres & Co. LLC U.S. Bancorp Xxxxx Xxxxxxx XX Xxxxx Securities Corporation Acting severally on behalf of themselves and the several Underwriters named in SCHEDULE Schedule A attached hereto. By: Xxxxxx Xxxxxx Partners LLC By: ------------------------------------- Name: Title: [Signature Page to Underwriting Agreement] SCHEDULE A NUMBER OF FIRM SHARES UNDERWRITER TO BE PURCHASED ----------- --------------- Xxxxxx Xxxxxx Partners LLC Xxxx Xxxxxxxx Incorporated ABN AMRO Rothschild LLC Lazard Freres & Co. LLC Total: 4,000,000 ========= SCHEDULE B NUMBER OF FIRM SHARES SELLING STOCKHOLDER TO BE SOLD BB BioVentures L.P. 779,084 MPM BioVentures Parallel Fund, L.P. 111,556 MPM Asset Management Investors 1999 LLC 9,360 -------- Tripos, Inc. 100,000 Total: 1,000,000 ========= SCHEDULE C INTELLECTUAL PROPERTY PATENTS AND PATENT APPLICATIONS REGISTERED MARKS AND APPLIED MARKS CART Arena Aressa ChemNavigator BRL Screening COLLABORATION AGREEMENTS EXHIBIT A FORM OF LOCK-UP AGREEMENT :____________, 2001 ______________________ Name: Title: SCHEDULE A Number of Underwriter Firm Shares To Be Purchased Xxxxxx Xxxxxx Partners LLC U.S. Bancorp Xxxxx Xxxxxxx XX Xxxxx Securities Corporation [Other RepresentativesNAMES OF OTHER UNDERWRITERS] As Representatives Total SCHEDULE B Number of Selling Stockholder Additional Shares To Be Sold [NAMES OF SELLING SHAREHOLDERS] Total EXHIBIT A Form of Legal Opinion of Company Counsel i. The Company has been duly incorporated, is validly existing as a corporation in good standing under the laws of the several Underwriters c/o Thomas Xxxxxx Partners LLC Xxx Xxxxxxxxxx XxxxxxState of Delaware, Suite 3700 San Franciscohas the corporate power and authority to own its property and to conduct its business as described in the Prospectus and is duly qualified to transact business and is in good standing in each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification, California 94104 RE: LOCKexcept to the extent that the failure to be so qualified or be in good standing would not have a material adverse effect on the Company and its subsidiaries, taken as a whole. ii. IMPAC Global Systems, Inc. has been duly incorporated, is validly existing as a corporation in good standing under the laws of the State of Delaware, has the corporate power and authority to own its property and to conduct its business as described in the Prospectus and is duly qualified to transact business and is in good standing in each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification, except to the extent that the failure to be so qualified or be in good standing would not have a material adverse effect on the Company and its subsidiaries, taken as a whole. iii. All of the issued shares of capital stock of IMPAC Global Systems, Inc. have been duly and validly authorized and issued, are fully paid and non-UP AGREEMENT (THE "AGREEMENT") Ladies assessable and Gentlemen: are owned directly by the Company. iv. The undersigned is an owner of record or beneficially of certain shares of Common StockStock outstanding prior to the issuance of the Shares to be sold by the Company have been duly authorized and are validly issued, par value $0.0001 per share (fully paid and non-assessable. v. The Shares to be sold by the "COMMON STOCK")Company have been duly authorized and, when issued and delivered in accordance with the terms of Arena Pharmaceuticalsthe Underwriting Agreement, Inc.will be validly issued, a Delaware corporation (fully paid and non-assessable, and, to such counsel's knowledge, the "COMPANY"), issuance of such Shares will not be subject to any preemptive or securities convertible into or exchangeable or exercisable for Common Stocksimilar rights. vi. The undersigned understands that you, as representatives (the "REPRESENTATIVES"), propose to enter into an Underwriting Agreement on behalf has been duly authorized, executed and delivered by the Company. vii. The execution and delivery by the Company of, and the performance by the Company of the several Underwriters named in SCHEDULE A to such agreement (collectivelyits obligations under, the "UNDERWRITERS"), with Underwriting Agreement will not contravene any provision of applicable law or the Company providing for a public offering certificate of the Common Stock incorporation or by-laws of the Company pursuant or, to a the best of such counsel's knowledge, any agreement or other instrument binding upon the Company or any of its subsidiaries that that has been filed as an exhibit to the Registration Statement on form S-1 Statement, or, to be filed with the best of such counsel's knowledge, 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, except such as (a) have been obtained under the Securities and Exchange Commission Act, (b) may be required by the "PUBLIC OFFERING"). The undersigned recognizes that the Public Offering will be of benefit to the undersigned and will benefit the Company by, among other things, raising additional capital for its operations. The undersigned acknowledges that you and the other Underwriters are relying on the representations and agreements securities or Blue Sky laws of the undersigned contained in this letter in carrying out the Public Offering and in entering into underwriting arrangements with the Company with respect to the Public Offering. To induce the Underwriters that may participate in the Public Offering to continue their efforts various states in connection with the Public Offering, offer and sale of the undersigned hereby agrees that, without the prior written consent of Xxxxxx Xxxxxx Partners Shares or (which consent c) may be withheld required by the NASD, in its sole discretion)each case as to which such counsel need express no opinion. viii. The statements (A) in the Prospectus under the captions "Management--Stock Plans," "Management--Indemnification," "Description of Capital Stock" and "Underwriting" and (B) in the Registration Statement in Items 14 and 15, it will not, during the period commencing on the date hereof and ending 90 days after the date in each case insofar as such statements constitute summaries of the final prospectus relating legal matters, documents or proceedings referred to therein, fairly present the Public Offering (the "PROSPECTUS"), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable information called for Common Stock, or (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. In addition, the undersigned agrees that, without the prior written consent of Xxxxxx Xxxxxx Partners (which consent may be withheld in its sole discretion), it will not, during the period commencing on the date hereof and ending 90 days after the date of the Prospectus, make any demand for or exercise any right with respect to, the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock. With respect to the Public Offering, the undersigned waives any registration rights relating to registration under the Securities Act of any Common Stock owned either of record or beneficially by the undersigned, including any rights to receive notice of the Public Offering. The foregoing restrictions are expressly agreed to preclude the undersigned from engaging in any hedging or other transaction which is designed to or reasonably expected to lead to or result in a sale or disposition of the Common Stock even if such Common Stock would be disposed of by someone other than the undersigned. Such prohibited hedging or other transactions would include without limitation any short sale or any purchase, sale or grant of any right (including without limitation any put option or put equivalent position or call option or call equivalent position) with respect to any of such legal matters, documents and proceedings and fairly summarize the Common Stock or with respect matters referred to any security that includes, relates to, or derives any significant part of its value from such Common Stocktherein.

Sophisticated Parties. Each of the parties hereto acknowledges that it is a sophisticated business person who was adequately represented by counsel during negotiations regarding the provisions hereof, including, without limitation, the indemnification and contribution provisions of Section 8 above8, and is fully informed regarding said provisions. Each of the parties hereto further acknowledges that the provisions of Section 8 above hereto fairly allocate the risks in light of the ability of the parties to investigate the Company, its affairs and its business in order to assure that adequate disclosure has been made in the Registration Statement, any preliminary prospectus and the Prospectus (and any amendments and supplements thereto), as required by the Securities Act and the Exchange Act. If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to the Company the enclosed copies hereof, whereupon this instrument, along with all counterparts hereof, shall become a binding agreement in accordance with its terms. Very truly yours, ARENA PHARMACEUTICALSIMPAC Medical Systems, INC. Inc. By: -------------------------------- Name: Jxxxxx X. Xxxxxxxxxxx Title: President and Chief Executive Officer The Firm Selling Stockholders named in SCHEDULE B attached Schedules B-1 hereto, acting severally By: -------------------------------- Attorney-in-Fact The Option Selling Stockholders named in Schedules B-2 hereto, acting severally By: Attorney-in-Fact Accepted as of the date hereof Xxxxxx Xxxxxx Txxxxx Wxxxxx Partners LLC Xxxx Xxxxxxxx Incorporated ABN AMRO Rothschild LLC Lazard Freres U.S. Bancorp Pxxxx Xxxxxxx Wxxxxxx Xxxxx & Co. LLC Company, L.L.C. Acting severally on behalf of themselves and the several Underwriters named in SCHEDULE Schedule A attached hereto. By: Xxxxxx Xxxxxx Txxxxx Wxxxxx Partners LLC By: ------------------------------------- Name: Title: [Signature Page to Underwriting Agreement] SCHEDULE A NUMBER OF FIRM SHARES UNDERWRITER TO BE PURCHASED ----------- --------------- Xxxxxx Xxxxxx Txxxxx Wxxxxx Partners LLC Xxxx Xxxxxxxx Incorporated ABN AMRO Rothschild LLC Lazard Freres U.S. Bancorp Pxxxx Xxxxxxx Wxxxxxx Xxxxx & Co. LLC Total: 4,000,000 ========= SCHEDULE B NUMBER OF FIRM SHARES SELLING STOCKHOLDER TO BE SOLD BB BioVentures L.P. 779,084 MPM BioVentures Parallel FundCompany, L.L.C. Summit Ventures IV, L.P. 111,556 MPM Asset Management 570,000 Summit Investors 1999 LLC 9,360 -------- TriposIII, L.P. 30,000 Dxxxx X. Xxxxxxxx 458,500 Dxxxx X. Xxxxxxxx 300,000 Jxxxx X. Xxxx 300,000 Jxxxxx X. Xxxxxxxxxxx 200,000 Rxxxxx X. Xxxx 100,000 Total 1,958,500 Summit Ventures IV, L.P. 94,231 Summit Ventures III, L.P. 4,960 Dxxxx X. Xxxxxxxx 75,798 Dxxxx X. Xxxxxxxx 49,595 Jxxxx X. Xxxx 49,595 Jxxxxx X. Xxxxxxxxxxx 33,064 Rxxxxx X. Xxxx 16,532 Total 323,775 i. The Company has been duly incorporated, is validly existing as a corporation in good standing under the laws of the State of Delaware, has the corporate power and authority to own its property and to conduct its business as described in the Prospectus and is duly qualified to transact business and is in good standing in each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification, except to the extent that the failure to be so qualified or be in good standing would not have a material adverse effect on the Company and its subsidiaries, taken as a whole. ii. IMPAC Global Systems, Inc. 100,000 Total: 1,000,000 ========= SCHEDULE C INTELLECTUAL PROPERTY PATENTS AND PATENT APPLICATIONS REGISTERED MARKS AND APPLIED MARKS CART Arena Aressa ChemNavigator BRL Screening COLLABORATION AGREEMENTS EXHIBIT A FORM OF LOCK-UP AGREEMENT ____________has been duly incorporated, 2001 Xxxxxx Xxxxxx Partners LLC [Other Representatives] As Representatives is validly existing as a corporation in good standing under the laws of the several Underwriters c/o Thomas Xxxxxx Partners LLC Xxx Xxxxxxxxxx XxxxxxState of Delaware, Suite 3700 San Franciscohas the corporate power and authority to own its property and to conduct its business as described in the Prospectus and is duly qualified to transact business and is in good standing in each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification, California 94104 RE: LOCKexcept to the extent that the failure to be so qualified or be in good standing would not have a material adverse effect on the Company and its subsidiaries, taken as a whole. iii. All of the issued shares of capital stock of IMPAC Global Systems, Inc. have been duly and validly authorized and issued, are fully paid and non-UP AGREEMENT (THE "AGREEMENT") Ladies assessable and Gentlemen: are owned directly by the Company. iv. The undersigned is an owner of record or beneficially of certain shares of Common StockStock outstanding prior to the issuance of the Shares to be sold by the Company have been duly authorized and are validly issued, par value $0.0001 per share (fully paid and non-assessable. v. The Shares to be sold by the "COMMON STOCK")Company have been duly authorized and, when issued and delivered in accordance with the terms of Arena Pharmaceuticalsthe Underwriting Agreement, Inc.will be validly issued, a Delaware corporation (fully paid and non-assessable, and, to such counsel’s knowledge, the "COMPANY"), issuance of such Shares will not be subject to any preemptive or securities convertible into or exchangeable or exercisable for Common Stocksimilar rights. vi. The undersigned understands that you, as representatives (the "REPRESENTATIVES"), propose to enter into an Underwriting Agreement on behalf has been duly authorized, executed and delivered by the Company. vii. The execution and delivery by the Company of, and the performance by the Company of the several Underwriters named in SCHEDULE A to such agreement (collectivelyits obligations under, the "UNDERWRITERS"), with Underwriting Agreement will not contravene any provision of applicable law or the Company providing for a public offering certificate of the Common Stock incorporation or by-laws of the Company pursuant or, to a the best of such counsel’s knowledge, any agreement or other instrument binding upon the Company or any of its subsidiaries that that has been filed as an exhibit to the Registration Statement on form S-1 Statement, or, to be filed with the best of such counsel’s knowledge, 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, except such as (a) have been obtained under the Securities and Exchange Commission Act, (b) may be required by the "PUBLIC OFFERING"). The undersigned recognizes that the Public Offering will be of benefit to the undersigned and will benefit the Company by, among other things, raising additional capital for its operations. The undersigned acknowledges that you and the other Underwriters are relying on the representations and agreements securities or Blue Sky laws of the undersigned contained in this letter in carrying out the Public Offering and in entering into underwriting arrangements with the Company with respect to the Public Offering. To induce the Underwriters that may participate in the Public Offering to continue their efforts various states in connection with the Public Offering, offer and sale of the undersigned hereby agrees that, without the prior written consent of Xxxxxx Xxxxxx Partners Shares or (which consent c) may be withheld required by the NASD, in its sole discretion)each case as to which such counsel need express no opinion. viii. The statements (A) in the Prospectus under the captions “Management—Stock Plans,” “Management—Indemnification,” “Description of Capital Stock” and “Underwriting” and (B) in the Registration Statement in Items 14 and 15, it will not, during the period commencing on the date hereof and ending 90 days after the date in each case insofar as such statements constitute summaries of the final prospectus relating legal matters, documents or proceedings referred to therein, fairly present the Public Offering information called for with respect to such legal matters, documents and proceedings and fairly summarize the matters referred to therein. ix. To such counsel’s knowledge, there are no (A) legal or governmental proceedings pending or threatened to which the "PROSPECTUS"), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock Company or any securities convertible into of its subsidiaries is a party or exercisable to which any of the properties of the Company or exchangeable for Common Stockany of its subsidiaries is subject that are required to be described in the Registration Statement or the Prospectus and are not so described, or (2B) enter into any swap statutes, regulations, contracts or other arrangement documents that transfers are required to anotherbe described in the Registration Statement or the Prospectus or to be filed as exhibits to the Registration Statement that are not described or filed as required (except as to regulatory matters as to which such counsel need not express any opinion). x. The Company is not and, in whole or in part, any after giving effect to the offering and sale of the economic consequences of ownership Shares and the application of the Common Stock, whether any such transaction proceeds thereof as described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. In addition, the undersigned agrees that, without the prior written consent of Xxxxxx Xxxxxx Partners (which consent may be withheld in its sole discretion), it will not, during the period commencing on the date hereof and ending 90 days after the date of the Prospectus, make will not be an “investment company” as such term is defined in the Investment Company Act of 1940, as amended. xi. The Registration Statement and Prospectus (except for financial statements and schedules and other financial and statistical data included therein as to which such counsel need not express any demand for or exercise any right opinion) comply as to form in all material respects with respect to, the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock. With respect to the Public Offering, the undersigned waives any registration rights relating to registration under the Securities Act of any Common Stock owned either of record or beneficially by and the undersigned, including any rights to receive notice applicable rules and regulations of the Public OfferingCommission thereunder. The foregoing restrictions are expressly agreed to preclude In connection with the undersigned from engaging in any hedging or other transaction which is designed to or reasonably expected to lead to or result in a sale or disposition preparation of the Common Stock even if Registration Statement and the Prospectus, such Common Stock would be disposed counsel has participated in conferences with officers and other representatives of by someone other than the undersignedCompany and with its certified public accountants, as well as with representatives of the Underwriters and their counsel. At such conferences, the contents of the Registration Statement and the Prospectus and related matters were discussed. Such prohibited hedging counsel has not independently verified and accordingly is not confirming and assumes no responsibility for the accuracy or other transactions would include without limitation any short sale or any purchase, sale or grant of any right (including without limitation any put option or put equivalent position or call option or call equivalent position) with respect to any completeness of the Common Stock statements contained in the Registration Statement or with respect the Prospectus. On the basis of the foregoing, nothing has come to such counsel’s attention that has caused such counsel to believe (i) that the Registration Statement (except as to the financial statements and schedules, related notes and other financial data and statistical data derived therefrom, as to which counsel need not express any security that includesbelief) at the Effective Date contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, relates toin light of the circumstances under which they were made, not misleading, or derives (ii) that the Prospectus (except as to the financial statements and schedules, related notes and other financial data and statistical data derived therefrom, as to which counsel need not express any significant part belief) as of its value from such Common Stockdate or at the Closing Date, contained or contains any untrue statement of a material fact or omitted or omits to state a material fact necessary, in order to make the statements therein, in light of the circumstances under which they were made, not misleading.