Common use of Agreements to Sell and Purchase Clause in Contracts

Agreements to Sell and Purchase. The Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the terms and conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company the respective numbers of Firm Shares and Firm Warrants set forth in Schedule I hereto opposite its name at the combined purchase price of $1.0695 (the “Combined Purchase Price”), which shall be allocated at $0.9445 per Share (the “Share Purchase Price”) and $0.125 per Warrant (the “Warrant Purchase Price”). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Underwriters the Additional Securities, and the Underwriters shall have the right to purchase, severally and not jointly, (i) up to 1,392,392 Additional Shares at the Share Purchase Price, and (ii) up to 696,196 Additional Warrants, at the Warrant Purchase Price, provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company and payable on the Firm Shares but not payable on such Additional Shares. The Representative may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice not later than 45 days after the date of this Agreement. Any exercise notice shall specify the number of Additional Securities to be purchased by the Underwriters and the date on which such securities are to be purchased. Each purchase date must be at least one business day after the written notice is given and may not be earlier than the closing date for the Firm Securities or later than ten business days after the date of such notice. Additional Securities may be purchased as provided in Section ‎4 hereof solely for the purpose of covering sales of shares in excess of the number of the Firm Securities. On each day, if any, that Additional Securities are to be purchased (an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Securities (subject to such adjustments to eliminate fractional shares as the Representative may determine) that bears the same proportion to the total number of Additional Securities to be purchased on such Option Closing Date as the number of Firm Securities set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Securities.

Agreements to Sell and Purchase. The Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon On the basis of the representations and warranties herein containedcontained in this Agreement, but and subject to the its terms and conditions hereinafter statedconditions, the Company agrees to issue and sell, and each Underwriter agrees, severally and not jointly, to purchase from the Company at a price per share of $______ (the respective numbers "Purchase Price") the number of Firm Shares and Firm Warrants set forth opposite the name of such Underwriter in Schedule I hereto opposite its name at the combined purchase price (or such number of $1.0695 (the “Combined Purchase Price”), which shall be allocated at $0.9445 per Share (the “Share Purchase Price”) and $0.125 per Warrant (the “Warrant Purchase Price”Firm Shares increased as set forth in Section 9 hereof). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to issue and sell to the Underwriters the Additional Securities, Shares and the Underwriters shall have the right to purchase, severally and not jointly, (i) up to 1,392,392 1,800,000 Additional Shares from the Company at the Share Purchase Price, and (ii) up to 696,196 Additional Warrants, at the Warrant Purchase Price, provided, however, that the amount paid by the Underwriters for any . Additional Shares shall may be reduced by an amount per share equal to any dividends declared by purchased solely for the Company and payable on purpose of covering over-allotments made in connection with the offering of the Firm Shares but not payable on such Additional Shares. The Representative Underwriters may exercise this their right on behalf of the Underwriters to purchase Additional Shares in whole or in part from time to time in part by giving written notice not later than 45 thereof to the Company within 30 days after the date of this Agreement. Any exercise You shall give such notice on behalf of the Underwriters and such notice shall specify the aggregate number of Additional Securities Shares to be purchased by the Underwriters pursuant to such exercise and the date on for payment and delivery thereof, which such securities are to date shall be purchased. Each purchase date must be at least one a business day (i) no earlier than two business days after the written such notice is has been given and may not be (and, in any event, no earlier than the closing date for the Firm Securities or Closing Date (as hereinafter defined)) and (ii) no later than ten business days after the date of such noticenotice has been given. If any Additional Securities may be purchased as provided in Section ‎4 hereof solely for the purpose of covering sales of shares in excess of the number of the Firm Securities. On each day, if any, that Additional Securities Shares are to be purchased (an “Option Closing Date”)purchased, each Underwriter agreesUnderwriter, severally and not jointly, agrees to purchase from the Company the number of Additional Securities Shares (subject to such adjustments to eliminate fractional shares as the Representative you may determine) that which bears the same proportion to the total number of Additional Securities Shares to be purchased on such Option Closing Date from the Company as the number of Firm Securities Shares set forth in Schedule I hereto opposite the name of such Underwriter in Schedule I bears to the total number of Firm SecuritiesShares (or such number of Additional Shares increased as set forth in Section 9 hereof). The Company hereby agrees not to, and agrees to cause its affiliates, trustees and officers not to, directly or indirectly, (i) offer, 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 or otherwise transfer or dispose of, any Common Shares or any securities convertible into or exercisable or exchangeable for Common Shares or (ii) enter into any swap or other arrangement that transfers all or a portion of the economic consequences associated with the ownership of any Common Shares (regardless of whether any of the transactions described in clause (i) or (ii) is to be settled by the delivery of Common Shares, or such other securities, in cash or otherwise), except to the Underwriters pursuant to this Agreement, for a period of 90 days after the date of the Prospectus without the prior written consent of Xxxxxxxxx, Xxxxxx & Xxxxxxxx Securities Corporation. Notwithstanding the foregoing, during such period the Company may issue Common Shares pursuant to its Incentive Share Award Plan in accordance with the terms and conditions of, and for the number of Common Shares authorized under, such Plan on the date hereof.

Agreements to Sell and Purchase. The Company Issuers hereby agrees agree to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the terms and conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company Issuers the respective numbers principal amounts at maturity of Firm Shares and Firm Warrants Securities set forth in Schedule I hereto opposite its name at the combined a purchase price of $1.0695 _____% of their principal amount at maturity (the “Combined Purchase Price”)"PURCHASE PRICE") plus accrued interest, which shall be allocated at $0.9445 per Share (if any, from August 12, 1999 to the “Share Purchase Price”) date of payment and $0.125 per Warrant (the “Warrant Purchase Price”)delivery. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees Issuers agree jointly to sell to the Underwriters the Additional Securities, and the Underwriters shall have the right to purchase, severally and not jointly, (i) up to 1,392,392 Additional Shares at the Share Purchase Price, and (ii) up to 696,196 Additional Warrants, at the Warrant Purchase Price, provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company and payable on the Firm Shares but not payable on such Additional Shares. The Representative may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice not later than 45 during the 30 days after the date of this Agreement, severally and not jointly, up to an aggregate of $99,300,000 principal amount at maturity Additional Securities at the Purchase Price. Any If the Managers, on behalf of the Underwriters, elect to exercise such option, the Managers, shall so notify the Issuers in writing not later than 30 days after the date of this Agreement, which notice shall specify the number of Additional Securities to be purchased by the Underwriters and the date on which such securities are to be purchased. Each purchase Such date must may be at least one business day after the written notice is given and may same as the Closing Date (as defined below) but not be earlier than 9 the closing date for the Firm Securities or Closing Date nor later than ten business days after the date of such notice. Additional Securities may be purchased as provided in Section ‎4 4 hereof solely for the purpose of covering sales of shares over-allotments made in excess of connection with the number offering of the Firm Securities. On each day, if any, that If any Additional Securities are to be purchased (an “Option Closing Date”)purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Additional Securities (subject to such adjustments to eliminate fractional shares as the Representative may determine) that bears the same proportion to the total number of Additional Securities to be purchased on such Option Closing Date as the number of Firm Securities set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Securities. The Company, certain of its executive officers and directors agrees to execute a "lock-up" agreement substantially in the forms set forth in Exhibits A, B and C respectively.

Agreements to Sell and Purchase. The Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon On the basis of the ------------------------------- representations and warranties herein containedcontained in this Agreement, but and subject to the its terms and conditions hereinafter statedconditions, (i) the Company agrees to issue and sell ______________ Firm Shares, (ii) each Selling Stockholder agrees, severally and not jointly, to sell the number of Firm Shares set forth opposite such Selling Stockholder's name in Schedule II hereto and (iii) each Underwriter agrees, severally and not jointly, to purchase from each Seller at a price per share of $______ (the Company "Purchase Price") the respective numbers number of Firm Shares and (subject to such adjustments to eliminate fractional shares as you may determine) which bears the same proportion to the total number of Firm Warrants Shares to be sold by such Seller as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto opposite its name at bears to the combined purchase price total number of $1.0695 (the “Combined Purchase Price”), which shall be allocated at $0.9445 per Share (the “Share Purchase Price”) and $0.125 per Warrant (the “Warrant Purchase Price”)Firm Shares. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, (i) the Company agrees to issue and sell up to the Underwriters the _________ Additional Securities, Shares and (ii) the Underwriters shall have the right to purchase, severally and not jointly, (i) up to 1,392,392 an aggregate _______ Additional Shares from the Company at the Share Purchase Price, and (ii) up to 696,196 Additional Warrants, at the Warrant Purchase Price, provided, however, that the amount paid by the Underwriters for any . Additional Shares shall may be reduced by an amount per share equal to any dividends declared by purchased solely for the Company and payable on purpose of covering over-allotments made in connection with the offering of the Firm Shares but not payable on such Additional Shares. The Representative Underwriters may exercise this their right on behalf of the Underwriters to purchase Additional Shares in whole or in part from time to time in part by giving written notice not later than 45 thereof to the Company within 30 days after the date of this Agreement. Any exercise You shall give any such notice on behalf of the Underwriters and such notice shall specify the aggregate number of Additional Securities Shares to be purchased by the Underwriters pursuant to such exercise and the date on which for payment and delivery thereof. The date specified in any such securities are to notice shall be purchased. Each purchase date must be at least one a business day after the written notice is given and may not be (i) no earlier than the closing date for the Firm Securities or Closing Date (as hereinafter defined), (ii) no later than ten business days after the date of such noticenotice has been given and (iii) no earlier than two business days after such notice has been given. If any Additional Securities may be purchased as provided in Section ‎4 hereof solely for the purpose of covering sales of shares in excess of the number of the Firm Securities. On each day, if any, that Additional Securities Shares are to be purchased (an “Option Closing Date”)purchased, each Underwriter agreesUnderwriter, severally and not jointly, agrees to purchase from the Company the number of Additional Securities Shares (subject to such adjustments to eliminate fractional shares as the Representative you may determine) that which bears the same proportion to the total number of Additional Securities Shares to be purchased on such Option Closing Date from the Company as the number of Firm Securities Shares set forth in Schedule I hereto opposite the name of such Underwriter in Schedule I bears to the total number of Firm SecuritiesShares. The Sellers hereby agree, severally and not jointly, and the Company hereby agrees, not to offer, sell, pledge, contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of directly or indirectly any shares of common stock of the Company or any securities convertible into or exercisable or exchangeable for common stock or in any other manner transfer all or a portion of the economic conse- quences associated with the ownership of any common stock (regardless of whether any of the foregoing transactions is to be settled by the delivery of the common stock or such other securities, in cash or otherwise), except to the Underwriters pursuant to this Agreement, for a period of 180 days after the date of the Prospectus without the prior written consent of Xxxxxxxxx, Xxxxxx & Xxxxxxxx Securities Corporation, and the Company shall, concurrently with the execution of this Agreement, deliver an agreement executed by (i) each of the directors and officers of the Company and (ii) each stockholder listed on Annex I hereto to the effect that such person will not engage in any of the foregoing transactions with respect to any common stock or any securities convertible into or exchangeable for common stock, in each case beneficially owned by such person during such period. Notwithstanding the foregoing, during such 180 period (i) the Company may grant stock options pursuant to the Company's existing stock option plan, (ii) the Company may issue shares of common stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof and (iii) each of the Company's directors and officers and each stockholder listed on Annex I may transfer common stock by way of off-market transfers to those of their respective affiliates (as that term is defined in Rule 144 under the Act) which agree in writing with the Underwriters to be bound by the provisions of this paragraph.

Agreements to Sell and Purchase. The Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the terms and conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company the respective numbers of Firm Shares and Firm Warrants set forth in Schedule I hereto opposite its name at the combined purchase price of $1.0695 ______ a share (the “Combined Purchase Price”), which shall be allocated at $0.9445 per Share (the “Share Purchase Price”) and $0.125 per Warrant (the “Warrant Purchase Price”"PURCHASE PRICE"). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Underwriters the Additional SecuritiesShares, and the Underwriters shall have the right to purchase, severally and not jointly, (i) up to 1,392,392 _________ Additional Shares at the Share Purchase Price, and (ii) up to 696,196 Additional Warrants, at the Warrant Purchase Price, provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company and payable on the Firm Shares but not payable on such Additional Shares. The Representative You may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice not later than 45 30 days after the date of this Agreement. Any exercise notice shall specify the number of Additional Securities Shares to be purchased by the Underwriters and the date on which such securities shares are to be purchased. Each purchase date must be at least one business day after the written notice is given and may not be earlier than the closing date for the Firm Securities or Shares nor later than ten business days after the date of such notice. Additional Securities Shares may be purchased as provided in Section ‎4 4 hereof solely for the purpose of covering sales of shares over-allotments made in excess of connection with the number offering of the Firm SecuritiesShares. On each day, if any, that Additional Securities Shares are to be purchased (an “Option Closing Date”"OPTION CLOSING DATE"), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Securities Shares (subject to such adjustments to eliminate fractional shares as the Representative you may determine) that bears the same proportion to the total number of Additional Securities Shares to be purchased on such Option Closing Date as the number of Firm Securities Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm SecuritiesShares. The Company hereby agrees that, without the prior written consent of Morgan Stanley & Co. Incorporated ("MORGAN STANLEY") on behalf of the Xxxxxwriters, it will not, during the period ending 180 days after the date of 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 or (3) file any registration statement with the Commission relating to the offering of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock. The restrictions contained in the preceding paragraph shall not apply to (A) the Shares to be sold hereunder, (B) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof, including the Company's Series A Preferred Stock, Series B Preferred Stock or Series C Preferred Stock and (x) reflected in the Prospectus or (y) of which the Underwriters have been advised in writing, (C) the grant of options or the issuance of shares of Common Stock by the Company to employees, officers, directors, advisors or consultants of the Company pursuant to equity incentive plans described in the Prospectus and the issuance by the Company of any shares of Common Stock upon the exercise of such options, provided that, prior to the issuance of any such shares or the grant of any such options where the shares subject to such option vest within the period ending 180 days after the date of the Prospectus, the Company shall cause each recipient of such grant or issuance to execute and deliver to you a "lock-up" agreement, substantially in the form of Exhibit A hereto, or (D) the issuance by the Company of shares of Common Stock in connection with any strategic transaction that includes a commercial relationship involving the Company and other entities (including but not limited to joint ventures, marketing or distribution arrangements, collaboration agreements or intellectual property license agreements), provided that, prior to the issuance of any such shares, the Company shall cause each recipient to execute and deliver to you a "lock-up" agreement, substantially in the form of Exhibit A hereto.

Agreements to Sell and Purchase. The Company Each Seller, severally and not jointly, ------------------------------- hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the terms and conditions hereinafter stated, agrees, severally and not jointly, to purchase from such Seller at $______ a share (the Company "PURCHASE PRICE") the respective numbers number of Firm Shares and (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the number of Firm Warrants Shares to be sold by such Seller as the number of Firm Shares set forth in Schedule I II hereto opposite its the name at of such Underwriter bears to the combined purchase price total number of $1.0695 (the “Combined Purchase Price”), which shall be allocated at $0.9445 per Share (the “Share Purchase Price”) and $0.125 per Warrant (the “Warrant Purchase Price”)Firm Shares. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Underwriters the Additional SecuritiesShares, and the Underwriters shall have the a one-time right to purchase, severally and not jointly, (i) up to 1,392,392 _______________ Additional Shares at the Share Purchase Price. If you, and (ii) up to 696,196 Additional Warrants, at the Warrant Purchase Price, provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company and payable on the Firm Shares but not payable on such Additional Shares. The Representative may exercise this right on behalf of the Underwriters Underwriters, elect to exercise such option, you shall so notify the Company in whole or from time to time in part by giving written notice writing not later than 45 30 days after the date of this Agreement. Any exercise , which notice shall specify the number of Additional Securities Shares to be purchased by the Underwriters and the date on which such securities shares are to be purchased. Each purchase Such date must may be at least one business day after the written notice is given and may same as the Closing Date (as defined below) but not be earlier than the closing date for the Firm Securities or Closing Date nor later than ten business days after the date of such notice. Additional Securities Shares may be purchased as provided in Section ‎4 5 hereof solely for the purpose of covering sales of shares over-allotments made in excess of connection with the number offering of the Firm SecuritiesShares. On each day, if any, that If any Additional Securities Shares are to be purchased (an “Option Closing Date”)purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Additional Securities Shares (subject to such adjustments to eliminate fractional shares as the Representative you may determine) that bears the same proportion to the total number of Additional Securities Shares to be purchased on such Option Closing Date as the number of Firm Securities Shares set forth in Schedule I II hereto opposite the name of such Underwriter bears to the total number of Firm Securities.Shares. The Company hereby agrees that, without the prior written consent of Xxxxxx Xxxxxxx & Co. Incorporated ("Xxxxxx Xxxxxxx") on behalf of the Underwriters, it will not, during the period ending 180 days after the date of the Prospectus, (i) 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 (ii) 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 (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Shares to be sold hereunder, (B) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof of which the Underwriters have been advised in writing or (C) transactions by any person other than the Company relating to shares of Common Stock or other securities acquired in open market transactions after the completion of the offering of the Shares. Each Selling Shareholder hereby agrees that, without the prior written consent of Xxxxxx Xxxxxxx on behalf of the Underwriters, it will not, during the period ending 180 days after the date of the Prospectus, (i) offer, pledge, sell, contract to sell, sell any option or

Agreements to Sell and Purchase. The Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the terms and conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company the respective numbers of Firm Shares and Firm Warrants set forth in Schedule I hereto opposite its name at the combined purchase price of $1.0695 ______ a share (the “Combined "Purchase Price”), which shall be allocated at $0.9445 per Share (the “Share Purchase Price”) and $0.125 per Warrant (the “Warrant Purchase Price”"). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Underwriters the Additional SecuritiesShares, and the Underwriters shall have the a one-time right to purchase, severally and not jointly, (i) up to 1,392,392 any or all of the Additional Shares at the Share Purchase Price. If you, and (ii) up to 696,196 Additional Warrants, at the Warrant Purchase Price, provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company and payable on the Firm Shares but not payable on such Additional Shares. The Representative may exercise this right on behalf of the Underwriters Underwriters, elect to exercise such option, you shall so notify the Company in whole or from time to time in part by giving written notice writing not later than 45 30 days after the date of this Agreement. Any exercise , which notice shall specify the number of Additional Securities Shares to be purchased by the Underwriters and the date on which such securities shares are to be purchased. Each purchase Such date must may be at least one business day after the written notice is given and may same as the Closing Date (as defined below) but not be earlier than the closing date for the Firm Securities Closing Date nor earlier than two business days or later than ten business days after the date of such notice. Additional Securities Shares may be purchased as provided in Section ‎4 4 hereof solely for the purpose of covering sales of shares over-allotments made in excess of connection with the number offering of the Firm SecuritiesShares. On each day, if any, that If any Additional Securities Shares are to be purchased (an “Option Closing Date”)purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Additional Securities Shares (subject to such adjustments to eliminate fractional shares as the Representative you may determine) that bears the same proportion to the total number of Additional Securities Shares to be purchased on such Option Closing Date as the number of Firm Securities Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm SecuritiesShares. The Company hereby agrees that, without the prior written consent of Xxxxxx Xxxxxxx & Co. Incorporated on behalf of the Underwriters, it will not, during the period ending 180 days after the date of the Prospectus, (i) 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 Class A Common Stock or Class B Common Stock (collectively, "Applicable Common Stock") or any securities convertible into or exercisable or exchangeable for shares of Applicable Common Stock or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of shares of Applicable Common Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Applicable Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Shares to be sold hereunder, (B) the issuance by the Company of shares of Applicable Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof of which the Underwriters have been advised in writing, (C) any option granted after the date hereof that is not exercisable for 180 days after the date hereof and the issuance of options (and Applicable Common Stock upon the exercise thereof) under the Company's 2002 Employee Stock Purchase Plan and the Company's Global Stock Purchase Plan or (D) the issuance by the Company of shares of Applicable Common Stock pursuant to its employee stock purchase, incentive, pension, retirement, deferred compensation and other similar plans described in the Prospectus.

Agreements to Sell and Purchase. The Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the terms and conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company the respective numbers number of Firm Shares and Firm Warrants set forth in Schedule I hereto opposite its name at the combined purchase price of $1.0695 ______ a share (the “Combined Purchase Price”), which shall be allocated at $0.9445 per Share (the “Share Purchase Price”) and $0.125 per Warrant (the “Warrant Purchase Price”"PURCHASE PRICE"). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company each Seller, severally and not jointly, agrees to sell to the Underwriters the Additional SecuritiesShares, and the Underwriters shall have the a one-time right to purchase, severally and not jointly, (i) up to 1,392,392 300,000 Additional Shares at the Share Purchase Price. If you, and (ii) up to 696,196 Additional Warrants, at the Warrant Purchase Price, provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company and payable on the Firm Shares but not payable on such Additional Shares. The Representative may exercise this right on behalf of the Underwriters Underwriters, elect to exercise such option, you shall so notify the Company in whole or from time to time in part by giving written notice writing not later than 45 30 days after the date of this Agreement. Any exercise , which notice shall specify the number of Additional Securities Shares to be purchased by the Underwriters and the date on which such securities shares are to be purchased. Each purchase Such date must may be at least one business day after the written notice is given and may same as the Closing Date (as defined below) but not be earlier than the closing date for the Firm Securities or Closing Date nor later than ten business days after the date of such notice. Additional Securities Shares may be purchased as provided in Section ‎4 5 hereof solely for the purpose of covering sales of shares over-allotments made in excess of connection with the number offering of the Firm SecuritiesShares. On each day, if any, that If any Additional Securities Shares are to be purchased (an “Option Closing Date”)purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Additional Securities Shares (subject to such adjustments to eliminate fractional shares as the Representative you may determine) that bears the same proportion to the total number of Additional Securities Shares to be purchased on such Option Closing Date as the number of Firm Securities Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm SecuritiesShares. Each Seller hereby agrees that, without the prior written consent of Morgxx Xxxnxxx & Xo. Incorporated on behalf of the Underwriters, it will not, during the period ending 90 days after the date of the Prospectus, (i) 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 (ii) 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 (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Shares to be sold hereunder, (B) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof of which the Underwriters have been advised in writing, or (C) transactions by any person other than the Company relating to shares of Common Stock or other securities acquired in open market transactions after the completion of the offering of the Shares. In addition, each Selling Shareholder, agrees that, without the prior written consent of Morgxx Xxxnxxx & Xo. Incorporated on behalf of the Underwriters, it will not, during the period 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.

Agreements to Sell and Purchase. The Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the terms and conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company the respective numbers of Firm Shares and Firm Warrants set forth in Schedule I hereto opposite its name at the combined purchase price of U.S. $1.0695 39.525 a share (the “Combined "Purchase Price”), which shall be allocated at $0.9445 per Share (the “Share Purchase Price”) and $0.125 per Warrant (the “Warrant Purchase Price”"). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Underwriters the Additional SecuritiesShares, and the Underwriters shall have the a one-time right to purchase, severally and not jointly, (i) up to 1,392,392 975,000 Additional Shares at the Share Purchase Price. If the Representatives, and (ii) up to 696,196 Additional Warrants, at the Warrant Purchase Price, provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company and payable on the Firm Shares but not payable on such Additional Shares. The Representative may exercise this right on behalf of the Underwriters Underwriters, elect to exercise such option, the Representatives shall so notify the Company in whole or from time to time in part by giving written notice writing not later than 45 thirty (30) days after the date of this Agreement. Any exercise , which notice shall specify the number of Additional Securities Shares to be purchased by the Underwriters and the date on which such securities shares are to be purchased. Each purchase Such date must may be at least one business day after the written notice is given and may same as the Closing Date but not be earlier than the closing date for the Firm Securities or Closing Date nor later than ten business days after the date of such notice. Additional Securities Shares may be purchased as provided in Section ‎4 IV hereof solely for the purpose of covering sales of shares over-allotments made in excess of connection with the number offering of the Firm SecuritiesShares. On each day, if any, that If any Additional Securities Shares are to be purchased (an “Option Closing Date”)purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Additional Securities Shares (subject to such adjustments to eliminate fractional shares as the Representative Representatives may determine) that bears approximately the same proportion to the total number of Additional Securities Shares to be purchased on such Option Closing Date as the number of Firm Securities Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm SecuritiesShares. The Company hereby agrees that, without the prior written consent of the Representatives, it will not during the period ending 90 days after the date of the Prospectus, (i) 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 of the Company or any securities convertible into or exercisable or exchangeable for Common Stock or (ii) 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 (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Shares to be sold hereunder, (B) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof of which the Underwriters have been advised in writing, (C) the issuance or grant of shares of Common Stock or options or rights to purchase shares of Common Stock pursuant to benefit and compensation plans, (D) the issuance or grant of shares of Common Stock or options or rights to purchase shares of Common Stock in connection with the Company's Dominion Direct Investment Plan, and (E) agreements or arrangements in connection with acquisition transactions involving the issuance or sale of shares of Common Stock or relating to options, rights, warrants or any securities convertible into or exercisable or exchangeable for shares of Common Stock, where the acquisition transactions are consummated more than 90 days after the date of the Prospectus.

Agreements to Sell and Purchase. The Company Issuers hereby agrees agree to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the terms and conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company Issuers at $25.00 per PEPS Unit (the respective numbers "PURCHASE PRICE") the number of Firm Shares and Firm Warrants Underwritten Securities set forth in Schedule I hereto opposite its the name at the combined purchase price of $1.0695 (the “Combined Purchase Price”), which shall be allocated at $0.9445 per Share (the “Share Purchase Price”) and $0.125 per Warrant (the “Warrant Purchase Price”)such Underwriter. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees Issuers agree to sell to the Underwriters the Additional Option Securities, and the Underwriters shall have the a one-time right to purchase, severally and not jointly, (i) up to 1,392,392 Additional Shares 900,000 Option Securities at the Share Purchase Price. If you, and (ii) up to 696,196 Additional Warrants, at the Warrant Purchase Price, provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company and payable on the Firm Shares but not payable on such Additional Shares. The Representative may exercise this right on behalf of the Underwriters Underwriters, elect to exercise such option, you shall so notify the Company in whole or from time to time in part by giving written notice writing not later than 45 30 days after the date of this Agreement. Any exercise , which notice shall specify the number of Additional Option Securities to be purchased by the Underwriters and the date on which such securities Option Securities are to be purchased. Each purchase Such date must may be at least one business day after the written notice is given and may same as the Closing Date (as defined below) but not be earlier than the closing date for the Firm Securities or Closing Date nor later than ten business days after the date of such notice. Additional Option Securities may be purchased as provided in Section ‎4 4 hereof solely for the purpose of covering sales of shares over-allotments made in excess connection with the offering of the number of the Firm Underwritten Securities. On each day, if any, that Additional If any Option Securities are to be purchased (an “Option Closing Date”)purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Additional Option Securities (subject to such adjustments to eliminate fractional shares units as the Representative you may determine) that bears the same proportion to the total number of Additional Option Securities to be purchased on such Option Closing Date as the number of Firm Underwritten Securities set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Underwritten Securities.. The Issuers hereby agree that, without the prior written consent of Morgxx Xxxnxxx & Xo. Incorporated on behalf of the Underwriters, they will not, during the period ending 90 days after the date of the final prospectus supplement included in the Prospectus, (i) register, 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, or otherwise transfer or dispose of, directly or indirectly, any Securities, Purchase Contracts or shares of Common Stock or any securities convertible into or exercisable or exchangeable for Securities, Purchase

Agreements to Sell and Purchase. The Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the terms and conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company at $[●] a share (the “Purchase Price”) the respective numbers number of Firm Shares and Firm Warrants set forth in Schedule I hereto opposite its the name at the combined purchase price of $1.0695 (the “Combined Purchase Price”), which shall be allocated at $0.9445 per Share (the “Share Purchase Price”) and $0.125 per Warrant (the “Warrant Purchase Price”)such Underwriter. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Underwriters the Additional SecuritiesShares, and the Underwriters shall have the right to purchasepurchase from the Company, severally and not jointly, (i) up to 1,392,392 [●] Additional Shares at the Share Purchase Price, and (ii) up to 696,196 Additional Warrants, at the Warrant Purchase Price, provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company and payable on the Firm Shares but not payable on such Additional Shares. The Representative You may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice not later than 45 30 days after the date of this Agreement. Any exercise notice shall specify the number of Additional Securities Shares to be purchased by the Underwriters and the date on which such securities shares are to be purchased. Each purchase date must be at least one business day after the written notice is given and may not be earlier than the closing date for the Firm Securities or Shares nor later than ten business days after the date of such notice. Additional Securities may be purchased as provided in Section ‎4 hereof solely for the purpose of covering sales of shares in excess of the number of the Firm Securities. On each day, if any, that Additional Securities Shares are to be purchased (an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Securities Shares (subject to such adjustments to eliminate fractional shares as the Representative you may determine) that bears the same proportion to the total number of Additional Securities Shares to be purchased on such Option Closing Date as the number of Firm Securities Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. The Company hereby agrees that it will not, during the period ending 180 days after the date of the Prospectus (the “Restricted Period”), without the prior written consent of the Representative (which consent may be withheld in the Representative’s sole discretion) (a) directly or indirectly, sell, offer to sell, contract to sell, grant any option for the sale, grant any security interest in, pledge, hypothecate or otherwise dispose of or enter into any transaction which is designed to, or could be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to delivery of Common Stock or securities convertible into, exchangeable, or exercisable for shares of Common Stock (“Securities”), in cash settlement or otherwise, by the Company or any affiliate of the Company (or any person in privity with the Company or any affiliate of the Company) (collectively, a “Disposition”), (b) without limiting the restrictions set forth in clause (a), engage in any hedging or other transaction which is designed to or reasonably expected to lead to or result in a Disposition of shares of Common Stock or other Securities during the Restricted Period, even if such shares of Common Stock or other Securities would be disposed of by a person or entity other than the Company, or (c) file any registration statement with the Commission relating to the offering of any shares of Common Stock or other Securities, except for a registration statement on Form S-8 relating to the registration of shares of Common Stock issuable pursuant to the Company’s equity incentive plans. The restrictions contained in the preceding paragraph shall not apply to (a) the Shares to be sold hereunder, including any Directed Shares; (b) the issuance of Common Stock or other Securities upon the exercise of any equity awards issued pursuant to the Company’s equity incentive plans described in the Time of Sale Prospectus and in effect on the date hereof, or the exercise of warrants or the conversion of convertible securities issued by the Company that are outstanding on the date hereof, provided that, unless otherwise agreed in writing by the Representative, prior to the issuance of Common Stock or other Securities upon the exercise of such equity awards, or upon the exercise of such warrants or the conversion of such convertible securities pursuant to this clause (b), each recipient of Common Stock or other Securities shall have signed and delivered a lock-up agreement substantially in the form of Exhibit A hereto (the “Lock-Up Agreement”) (it being understood that the execution of the lock-up agreement required by this this clause (b) shall not serve to extend the date on which the lock-up period expires pursuant to the Lock-Up Agreement), but only to the extent such recipients are not already subject to standard market stand-off provisions with respect to the Common Stock or other Securities received upon such exercise or conversion pursuant to this clause (b)); (c) the grant of any equity awards by the Company to employees, officers, directors, advisors or consultants of the Company pursuant to equity incentive plans described in the Time of Sale Prospectus and in effect on the date hereof; (d) issuance of securities of the Company to one or more counterparties in connection with the consummation of any strategic partnership, joint venture, collaboration or other strategic transaction, or the acquisition or license of any business products or technology (but not any transaction the primary purpose of which is to provide financing to the Company), provided that the total number of shares of Common Stock, including shares underlying convertible or exercisable securities, which may be issued pursuant to this clause (d) may not exceed an aggregate of [●] shares of the Common Stock; (e) the issuance of Common Stock or warrants to purchase Common Stock pursuant to the Note Purchase Agreement dated March 15, 2017 among the Company, Acacia Research Corporation and Veritone LOC I, LLC (the “Note Purchase Agreement”) (or the issuance of Common Stock upon the conversion of notes or the exercise of warrants issued pursuant to the Note Purchase Agreement), provided that, unless otherwise agreed in writing by the Representative, prior to the issuance of Common Stock or warrants pursuant to this clause (e), each recipient of such securities shall have signed and delivered a lock-up agreement substantially in the form of Exhibit A hereto (to the extent such recipients have not previously executed a substantially similar lock-up agreement covering such securities); (f) the filing by the Company of a registration statement on Form S-8 with the Commission in respect of any shares of Common Stock or other Securities issued under or the grant of any equity award pursuant to an equity incentive plan described in the Time of Sale Prospectus and in effect on the date hereof; or (g) the establishment of any contract, instruction or plan (a “Plan”) that satisfies the requirements of Rule 10b5-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act); provided, that (i) no sales of Common Stock or other Securities shall be made pursuant to such a Plan prior to the expiration of the Restricted Period, and (ii) such a Plan may only be established if no public announcement of the establishment or existence thereof and no filing with the Commission or other regulatory authority in respect thereof or transactions thereunder or contemplated thereby shall be required, and no such announcement or filing is made voluntarily prior to the expiration of the Restricted Period. If the Representative, in its sole discretion, agrees to release or waive the restrictions set forth in a lock-up agreement described in Section 5(f) hereof for an officer or director of the Company and provide the Company with notice of the impending release or waiver at least three business days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit B hereto through a major news service at least two business days before the effective date of the release or waiver, consistent with the requirements of FINRA Rule 5131 (or any successor rule or regulation).

Agreements to Sell and Purchase. The Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the terms and conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company the respective numbers number of Firm Shares and Firm Warrants set forth in Schedule I hereto opposite its name at the combined purchase price of $1.0695 51.30 a share (the “Combined "Purchase Price”), which shall be allocated at $0.9445 per Share (the “Share Purchase Price”) and $0.125 per Warrant (the “Warrant Purchase Price”"). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Underwriters the Additional SecuritiesShares, and the Underwriters shall have the a one-time right to purchase, severally and not jointly, (i) up to 1,392,392 495,000 Additional Shares at the Share Purchase Price. If you, and (ii) up to 696,196 Additional Warrants, at the Warrant Purchase Price, provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company and payable on the Firm Shares but not payable on such Additional Shares. The Representative may exercise this right on behalf of the Underwriters Underwriters, elect to exercise such option, you shall so notify the Company in whole or from time to time in part by giving written notice writing not later than 45 30 days after the date of this Agreement. Any exercise , which notice shall specify the number of Additional Securities Shares to be purchased by the Underwriters and the date on which such securities Additional Shares are to be purchased. Each purchase Such date must may be at least one business day after the written notice is given and may same as the Closing Date (as defined below) but not be earlier than the closing date for the Firm Securities or Closing Date nor later than ten business days after the date of such notice. Additional Securities Shares may be purchased as provided in Section ‎4 4 hereof solely for the purpose of covering sales of shares over-allotments made in excess of connection with the number offering of the Firm SecuritiesShares. On each day, if any, that If any Additional Securities Shares are to be purchased (an “Option Closing Date”)purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Additional Securities Shares (subject to such adjustments to eliminate fractional shares as the Representative you may determine) that bears the same proportion to the total number of Additional Securities Shares to be purchased on such Option Closing Date as the number of Firm Securities Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm SecuritiesShares. The Company hereby agrees that, without the prior written consent of Xxxxxx Xxxxxxx & Co. Incorporated on behalf of the Underwriters, it will not, during the period ending 90 days after the date of the Prospectus, (i) 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 shares convertible into or exercisable or exchangeable for Common Stock or (ii) 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 (i) or (ii) above is to be settled by delivery of Common Stock or such other Shares, in cash or otherwise. The foregoing sentence shall not apply to (A) the sale of the Shares under this Agreement, (B) the issuance by the Company of any shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof of which the Underwriters have been advised in writing, or (C) grants of options to purchase Common Stock pursuant to the terms of any employee stock option plan, directors' stock option plan, deferred compensation plan, employee stock purchase plan or dividend reinvestment plan in effect on the date hereof.

Agreements to Sell and Purchase. The Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the terms and conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company the respective numbers of Firm Shares and Firm Warrants set forth in Schedule I hereto opposite its name at the combined purchase price of $1.0695 [ ] a share (the “Combined Purchase Price”), which shall be allocated at $0.9445 per Share (the “Share Purchase Price”) and $0.125 per Warrant (the “Warrant Purchase Price”"PURCHASE PRICE"). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Underwriters the Additional SecuritiesShares, and the Underwriters shall have the a one-time right to purchase, severally and not jointly, (i) up to 1,392,392 [900,000] Additional Shares at the Share Purchase Price. If you, and (ii) up to 696,196 Additional Warrants, at the Warrant Purchase Price, provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company and payable on the Firm Shares but not payable on such Additional Shares. The Representative may exercise this right on behalf of the Underwriters Underwriters, elect to exercise such option, you shall so notify the Company in whole or from time to time in part by giving written notice writing not later than 45 thirty (30) days after the date of this Agreement. Any exercise , which notice shall specify the number of Additional Securities Shares to be purchased by the Underwriters and the date on which such securities shares are to be purchased. Each purchase Such date must may be at least one business day after the written notice is given and may same as the Closing Date (as defined below) but not be earlier than the closing date for the Firm Securities or Closing Date nor later than ten business days after the date of such notice. Additional Securities Shares may be purchased as provided in Section ‎4 4 hereof solely for the purpose of covering sales of shares over-allotments made in excess of connection with the number offering of the Firm SecuritiesShares. On each day, if any, that If any Additional Securities Shares are to be purchased (an “Option Closing Date”)purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Additional Securities Shares (subject to such adjustments to eliminate fractional shares as the Representative you may determine) that bears the same proportion to the total number of Additional Securities Shares to be purchased on such Option Closing Date as the number of Firm Securities Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm SecuritiesShares. The Company hereby agrees that, without the prior written consent of Xxxxxx Xxxxxxx & Co. Incorporated on behalf of the Underwriters, it will not, during the period ending 180 days after the date of the Prospectus, (i) 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 (ii) 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 (i) or (ii) above is to be settled by delivery of Common Stock or other securities, in cash or otherwise. The foregoing sentence shall not apply to: (A) the Shares to be sold hereunder; (B) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof of which the Underwriters have been advised in writing; (C) the grant of shares of Common Stock or an option to purchase Common Stock under the stock plans described in the Prospectus, provided, however, that (1) prior to the issuance of any shares of Common Stock, the recipient of such shares executes and delivers to you on or prior to the date of such issuance a "lock-up" agreement in the form of Exhibit A-2 hereto and (2) the instrument governing any such option states that the Company shall not issue any of the shares of Common Stock underlying such option prior to the 180th day after the date of the Prospectus unless the holder of such option executes and delivers to you on or prior to the date of such issuance a "lock- up" agreement in the form of Exhibit A-2 hereto or (D) [250,000] shares of Common Stock to be issued to Xxxxxxxx Communications in a private placement on the Closing Date, as defined below.

Agreements to Sell and Purchase. The Company hereby agrees to issue and sell the Company Shares to the Underwriters, and each Selling Shareholder, severally and not jointly, hereby agrees to sell to the several Underwriters the number of Shareholder Shares set forth opposite such Selling Shareholder's name in Schedule II hereto. Each of the Underwriters, and each Underwriter, upon the basis of the representations and warranties herein containedcontained in this Agreement, but and subject to the its terms and conditions hereinafter statedconditions, agrees, severally and not jointly, to purchase from the Company and such Selling Shareholders at a price per share of $_____ (the "Purchase Price"), the respective numbers number of Shares (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the number of Firm Shares and to be sold by the Company or by such Selling Shareholders as the number of Firm Warrants Shares set forth opposite the name of such Underwriter in Schedule I hereto opposite its name at bears to the combined purchase price total number of $1.0695 (the “Combined Purchase Price”), which shall be allocated at $0.9445 per Share (the “Share Purchase Price”) and $0.125 per Warrant (the “Warrant Purchase Price”)Firm Shares. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Underwriters the Additional Securities, Option Shares and the Underwriters shall have the right to purchase, severally and not jointly, (i) up to 1,392,392 Additional 330,000 Option Shares from the Company at the Share Purchase Price, and (ii) up to 696,196 Additional Warrants, at the Warrant Purchase Price, provided, however, that the amount paid by the Underwriters for any Additional . Option Shares shall be reduced by an amount per share equal to any dividends declared by the Company and payable on the Firm Shares but not payable on such Additional Shares. The Representative may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice not later than 45 days after the date of this Agreement. Any exercise notice shall specify the number of Additional Securities to be purchased by the Underwriters and the date on which such securities are to be purchased. Each purchase date must be at least one business day after the written notice is given and may not be earlier than the closing date for the Firm Securities or later than ten business days after the date of such notice. Additional Securities may be purchased as provided in Section ‎4 hereof solely for the purpose of covering sales of shares over-allotments made in excess of connection with the number offering of the Firm SecuritiesShares. On each dayThe Underwriters may exercise their right to purchase Option Shares in whole or in part from time to time by giving written notice thereof to the Company within 30 days after the date of the Prospectus. The Representatives shall give any such notice on behalf of the Underwriters and such notice shall specify the aggregate number of Option Shares to be purchased pursuant to such exercise and the date for payment and delivery thereof. The date specified in any such notice shall be a business day (i) no earlier than the Closing Date (as hereinafter defined), if any, that Additional Securities (ii) no later than 10 business days after such notice has been given and (iii) no earlier than two business days after such notice has been given. If any Option Shares are to be purchased (an “Option Closing Date”)purchased, each Underwriter agreesUnderwriter, severally and not jointly, agrees to purchase from the number of Additional Securities (subject to such adjustments to eliminate fractional shares as the Representative may determine) that bears the same proportion to the total number of Additional Securities to be purchased on such Option Closing Date as the number of Firm Securities set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Securities.Company

Agreements to Sell and Purchase. The Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the terms and conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company the respective numbers of Firm Shares and Firm Warrants set forth in Schedule I hereto opposite its name at the combined purchase price of $1.0695 __.__ a share (the “Combined Purchase Price”), which shall be allocated at $0.9445 per Share (the “Share Purchase Price”) and $0.125 per Warrant (the “Warrant Purchase Price”"PURCHASE PRICE"). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Underwriters the Additional SecuritiesShares, and the Underwriters shall have the a one-time right to purchase, severally and not jointly, (i) up to 1,392,392 _________ Additional Shares at the Share Purchase Price. If you, and (ii) up to 696,196 Additional Warrants, at the Warrant Purchase Price, provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company and payable on the Firm Shares but not payable on such Additional Shares. The Representative may exercise this right on behalf of the Underwriters Underwriters, elect to exercise such option, you shall so notify the Company in whole or from time to time in part by giving written notice writing not later than 45 30 days after the date of this Agreement. Any exercise , which notice shall specify the number of Additional Securities Shares to be purchased by the Underwriters and the date on which such securities shares are to be purchased. Each purchase Such date must may be at least one business day after the written notice is given and may same as the Closing Date (as defined below) but not be earlier than the closing date for the Firm Securities or Closing Date nor later than ten business days after the date of such notice. Additional Securities Shares may be purchased as provided in Section ‎4 4 hereof solely for the purpose of covering sales of shares over-allotments made in excess of connection with the number offering of the Firm SecuritiesShares. On each day, if any, that If any Additional Securities Shares are to be purchased (an “Option Closing Date”)purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Additional Securities Shares (subject to such adjustments to eliminate fractional shares as the Representative you may determine) that bears the same proportion to the total number of Additional Securities Shares to be purchased on such Option Closing Date as the number of Firm Securities Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm SecuritiesShares. The Company hereby agrees that, without the prior written consent of Morgxx Xxxnxxx & Xo. Incorporated on behalf of the Underwriters, it will not, during the period ending 180 days after the date of the Prospectus, (i) 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 (ii) 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 (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Shares to be sold hereunder; (B) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof as described in the Registration Statement or of which the Underwriters have been advised in writing; (C) the grant of options to purchase Common Stock pursuant to the 1998 Stock Plan and the 1999 Director Option Plan (collectively, the "PLANS"); and (D) the issuance by the Company of shares of Common Stock pursuant to the 1999 Employee Stock Purchase Plan.

Agreements to Sell and Purchase. The Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the terms and conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company at $[______] a share (the "PURCHASE PRICE") the respective numbers of Firm Shares and Firm Warrants set forth in Schedule I hereto opposite its the name at the combined purchase price of $1.0695 (the “Combined Purchase Price”), which shall be allocated at $0.9445 per Share (the “Share Purchase Price”) and $0.125 per Warrant (the “Warrant Purchase Price”)such Underwriter. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Underwriters the Additional SecuritiesShares, and the Underwriters shall have the a one-time right to purchase, severally and not jointly, (i) up to 1,392,392 585,000 Additional Shares at the Share Purchase Price. If you, and (ii) up to 696,196 Additional Warrants, at the Warrant Purchase Price, provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company and payable on the Firm Shares but not payable on such Additional Shares. The Representative may exercise this right on behalf of the Underwriters Underwriters, elect to exercise such option, you shall so notify the Company in whole or from time to time in part by giving written notice writing not later than 45 30 days after the date of this Agreement. Any exercise , which notice shall specify the number of Additional Securities Shares to be purchased by the Underwriters and the date on which such securities shares are to be purchased. Each purchase Such date must may be at least one business day after the written notice is given and may same as the Closing Date but not be earlier than the closing date for the Firm Securities or Closing Date nor later than ten business days after the date of such notice. Additional Securities Shares may be purchased as provided in Section ‎4 4 hereof solely for the purpose of covering sales of shares over-allotments made in excess of connection with the number offering of the Firm SecuritiesShares. On each day, if any, that If any Additional Securities Shares are to be purchased (an “Option Closing Date”)purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Additional Securities Shares (subject to such adjustments to eliminate fractional shares as the Representative you may determine) that bears the same proportion to the total number of Additional Securities Shares to be purchased on such Option Closing Date as the number of Firm Securities Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm SecuritiesShares. The Company hereby agrees that, without the prior written consent of Morgxx Xxxnxxx & Xo. Incorporated on behalf of the Underwriters, it will not, during the period ending 180 days after the date of the Prospectus, (i) 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 Class A Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or Class A Common Stock or (ii) 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 or Class A Common Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or Class A Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Shares to be sold hereunder, (B) the issuance by the Company of shares of Common Stock or Class A Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof of which the Underwriters have been advised in writing, (C) the granting of stock options and/or restricted stock pursuant to the Company's existing employee benefit plans, provided that such options do not become exercisable and such units do not vest during such 180-day period or (D) transactions by any person other than the Company relating to shares of Common Stock or other securities acquired in open market transactions after the completion of the offering of the Shares.

Agreements to Sell and Purchase. The Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the terms and conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company the respective numbers of Firm Shares and Firm Warrants set forth in Schedule I hereto opposite its name at the combined purchase price of $1.0695 ______ a share (the “Combined "Purchase Price”), which shall be allocated at $0.9445 per Share (the “Share Purchase Price”) and $0.125 per Warrant (the “Warrant Purchase Price”"). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Underwriters the Additional SecuritiesShares, and the Underwriters shall have the a one-time right to purchase, severally and not jointly, (i) up to 1,392,392 525,000 Additional Shares at the Share Purchase Price. If you, and (ii) up to 696,196 Additional Warrants, at the Warrant Purchase Price, provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company and payable on the Firm Shares but not payable on such Additional Shares. The Representative may exercise this right on behalf of the Underwriters Underwriters, elect to exercise such option, you shall so notify the Company in whole or from time to time in part by giving written notice writing not later than 45 30 days after the date of this Agreement. Any exercise , which notice shall specify the number of Additional Securities Shares to be purchased by the Underwriters and the date on which such securities shares are to be purchased. Each purchase Such date must may be at least one business day after the written notice is given and may same as the Closing Date (as defined below) but not be earlier than the closing date for the Firm Securities or Closing Date nor later than ten business days after the date of such notice. Additional Securities Shares may be purchased as provided in Section ‎4 4 hereof solely for the purpose of covering sales of shares over-allotments made in excess of connection with the number offering of the Firm SecuritiesShares. On each day, if any, that If any Additional Securities Shares are to be purchased (an “Option Closing Date”)purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Additional Securities Shares (subject to such adjustments to eliminate fractional shares as the Representative you may determine) that bears the same proportion to the total number of Additional Securities Shares to be purchased on such Option Closing Date as the number of Firm Securities Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Securities.Shares. The Company hereby agrees that, without the prior written consent of Xxxxxx Xxxxxxx & Co. Incorporated on behalf of the Underwriters, it will not, during the period ending 180 days after the date of the Prospectus, (i) 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 (ii) 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 (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Shares to be sold hereunder, (B) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof of which the Underwriters have been advised in writing, (C) the issuance by the Company of shares of Common Stock or options to purchase shares of Common Stock pursuant to the Company's stock plans as described in the Prospectus, provided, that, the recipient of any such option or shares shall exercise and deliver to you on or before the date of such issuance a "lock-up" agreement substantially in the form of Exhibit A hereto the issuance by the Company of shares of Common Stock. [Other carve-outs to be discussed with investment banking team]

Agreements to Sell and Purchase. The Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the terms and conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company at $6.30 a share (the respective numbers “Purchase Price”) the number of Firm Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the number of Firm Shares to be issued and sold by the Company as the number of Firm Warrants Shares set forth in Schedule I hereto opposite its the name at of such Underwriter bears to the combined purchase price total number of $1.0695 (the “Combined Purchase Price”), which shall be allocated at $0.9445 per Share (the “Share Purchase Price”) and $0.125 per Warrant (the “Warrant Purchase Price”)Firm Shares. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to issue and sell to the Underwriters the Additional SecuritiesUnderwriters, and the Underwriters shall have the right to purchase, severally and not jointly, (i) up to 1,392,392 675,000 Additional Shares at the Share Purchase Price, and (ii) up to 696,196 Additional Warrants, at the Warrant Purchase Price, provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company and payable on the Firm Shares but not payable on such Additional Shares. The Representative You may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice of each election to exercise the option not later than 45 30 days after the date of this Agreement. Any exercise notice shall specify the number of Additional Securities Shares to be purchased by the Underwriters and the date on which such securities shares are to be purchased. Each purchase date must be at least one business day after the written notice is given and may not be earlier than the closing date for the Firm Securities or Shares nor later than ten business days after the date of such notice. Additional Securities Shares may be purchased as provided in Section ‎4 4 hereof solely for the purpose of covering sales of shares over-allotments made in excess of connection with the number offering of the Firm SecuritiesShares. On each day, if any, that Additional Securities Shares are to be purchased (an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Securities Shares (subject to such adjustments to eliminate fractional shares as the Representative you may determine) that bears the same proportion to the total number of Additional Securities Shares to be purchased on such Option Closing Date as the number of Firm Securities Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Securities.Shares. The Company hereby agrees that, without the prior written consent of UBS Securities LLC on behalf of the Underwriters, it will not, during the period ending 90 days after the date of 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 or (3) file any registration statement with the Commission relating to the offering of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock. The restrictions contained in the preceding sentence shall not apply to:

Agreements to Sell and Purchase. The Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the terms and conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company the respective numbers of Firm Shares and Firm Warrants set forth in Schedule I hereto opposite its name at the combined purchase price of $1.0695 ______ a share (the “Combined Purchase Price”), which shall be allocated at $0.9445 per Share (the “Share Purchase Price”) and $0.125 per Warrant (the “Warrant Purchase Price”"PURCHASE PRICE"). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Underwriters the Additional SecuritiesShares, and the Underwriters shall have the a one-time right to purchase, severally and not jointly, (i) up to 1,392,392 _______________ Additional Shares at the Share Purchase Price. If you, and (ii) up to 696,196 Additional Warrants, at the Warrant Purchase Price, provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company and payable on the Firm Shares but not payable on such Additional Shares. The Representative may exercise this right on behalf of the Underwriters Underwriters, elect to exercise such option, you shall so notify the Company in whole or from time to time in part by giving written notice writing not later than 45 30 days after the date of this Agreement. Any exercise , which notice shall specify the number of Additional Securities Shares to be purchased by the Underwriters and the date on which such securities shares are to be purchased. Each purchase Such date must may be at least one business day after the written notice is given and may same as the Closing Date (as defined below) but not be earlier than the closing date for the Firm Securities or Closing Date nor later than ten business days after the date of such notice. Additional Securities Shares may be purchased as provided in Section ‎4 4 hereof solely for the purpose of covering sales of shares over-allotments made in excess of connection with the number offering of the Firm SecuritiesShares. On each day, if any, that If any Additional Securities Shares are to be purchased (an “Option Closing Date”)purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Additional Securities Shares (subject to such adjustments to eliminate fractional shares as the Representative you may determine) that bears the same proportion to the total number of Additional Securities Shares to be purchased on such Option Closing Date as the number of Firm Securities Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm SecuritiesShares. The Company hereby agrees that, without the prior written consent of Morgxx Xxxnxxx & Xo. Incorporated on behalf of the Underwriters, it will not, during the period ending 180 days after the date of the Prospectus, (i) 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 (ii) 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 (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Shares to be sold hereunder or (B) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof of which the Underwriters have been advised in writing, or which is described in the Prospectus or (C) the grant of options or the issuance of shares of Common Stock to employees, officers, directors, advisors or consultants pursuant to employee benefit plans described in the prospectus.

Agreements to Sell and Purchase. The Company hereby agrees to sell ------------------------------- to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the terms and conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company the respective numbers of Firm Shares and Firm Warrants set forth in Schedule I hereto opposite its name at the combined purchase price of $1.0695 ____ a share (the “Combined "Purchase Price”), which shall be allocated at $0.9445 per Share (the “Share Purchase Price”) and $0.125 per Warrant (the “Warrant Purchase Price”"). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Underwriters the Additional SecuritiesShares, and the Underwriters shall have the a one-time right to purchase, severally and not jointly, (i) up to 1,392,392 __________ Additional Shares at the Share Purchase Price. If you, and (ii) up to 696,196 Additional Warrants, at the Warrant Purchase Price, provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company and payable on the Firm Shares but not payable on such Additional Shares. The Representative may exercise this right on behalf of the Underwriters Underwriters, elect to exercise such option, you shall so notify the Company in whole or from time to time in part by giving written notice writing not later than 45 30 days after the date of this Agreement. Any exercise , which notice shall specify the number of Additional Securities Shares to be purchased by the Underwriters and the date on which such securities shares are to be purchased. Each purchase Such date must may be at least one business day after the written notice is given and may same as the Closing Date (as defined below) but not be earlier than the closing date for the Firm Securities or Closing Date nor later than ten business days after the date of such notice. Additional Securities Shares may be purchased as provided in Section ‎4 4 hereof solely for the purpose of covering sales of shares over-allotments made in excess of connection with the number offering of the Firm SecuritiesShares. On each day, if any, that If any Additional Securities Shares are to be purchased (an “Option Closing Date”)purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Additional Securities Shares (subject to such adjustments to eliminate fractional shares as the Representative you may determine) that bears the same proportion to the total number of Additional Securities Shares to be purchased on such Option Closing Date as the number of Firm Securities Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm SecuritiesShares.

Agreements to Sell and Purchase. The Company Partnership hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the terms and conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company Partnership the respective numbers number of Firm Shares and Firm Warrants Units set forth in Schedule I hereto opposite its name name, at the combined purchase price of $1.0695 19.53 a Unit (the “Combined "Purchase Price”), which shall be allocated at $0.9445 per Share (the “Share Purchase Price”) and $0.125 per Warrant (the “Warrant Purchase Price”"). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company Partnership agrees to sell to the Underwriters the Additional SecuritiesUnits, and the Underwriters shall have the a one-time right to purchase, severally and not jointly, (i) up to 1,392,392 1,281,000 Additional Shares Units at the Share Purchase Price. If you, and (ii) up to 696,196 Additional Warrants, at the Warrant Purchase Price, provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company and payable on the Firm Shares but not payable on such Additional Shares. The Representative may exercise this right on behalf of the Underwriters Underwriters, elect to exercise such option, you shall so notify the Partnership in whole or from time to time in part by giving written notice writing not later than 45 30 days after the date of this Agreement. Any exercise , which notice shall specify the number of Additional Securities Units to be purchased by the Underwriters and the date on which such securities Units are to be purchased. Each purchase Such date must may be at least one business day after the written notice is given and may same as the Closing Date (as defined below) but not be earlier than the closing date for the Firm Securities or Closing Date nor later than ten business days after the date of such notice. Additional Securities Units may be purchased as provided in Section ‎4 4 hereof solely for the purpose of covering sales of shares over- allotments made in excess of connection with the number offering of the Firm SecuritiesUnits. On each day, if any, that If any Additional Securities Units are to be purchased (an “Option Closing Date”)purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Additional Securities Units (subject to such adjustments to eliminate fractional shares as the Representative you may determine) that bears the same proportion to the total number of Additional Securities Units to be purchased on such Option Closing Date as the number of Firm Securities Units set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Securities.Units. Each of the Partnership, the Managing General Partner and the Special General Partner hereby agrees that, without the prior written consent of Morxxx Xxaxxxx & Co. Incorporated on behalf of the Underwriters, it will not, during the period ending 180 days after the 18

Agreements to Sell and Purchase. The Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the terms and conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company the respective numbers of Firm Shares and Firm Warrants set forth in Schedule I hereto opposite its name at the combined purchase price of $1.0695 19.411 a share (the “Combined Purchase Price”), which shall be allocated at $0.9445 per Share (the “Share Purchase Price”) and $0.125 per Warrant (the “Warrant Purchase Price”). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Underwriters the Additional SecuritiesShares, and the Underwriters shall have the right to purchase, severally and not jointly, (i) up to 1,392,392 1,500,000 Additional Shares at the Share Purchase Price, and (ii) up to 696,196 Additional Warrants, at the Warrant Purchase Price, provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company and payable on the Firm Shares but not payable on such Additional Shares. The Representative You may exercise this right on behalf of the Underwriters in whole or or, from time to time time, in part by giving written notice to the Managers not later than 45 30 days after the date of this Agreement. Any exercise notice shall specify the number of Additional Securities Shares to be purchased by the Underwriters and the date on which such securities shares are to be purchased. Each purchase date must be at least one two business day days after the written notice is given and may not be earlier than the closing date for the Firm Securities or Closing Date nor later than ten business days after the date of such notice. Additional Securities may ; provided, however, that if an exercise notice is delivered prior to the Closing Date, then the purchase date for such notice shall be purchased as provided in Section ‎4 hereof solely for the purpose of covering sales of shares in excess of the number of the Firm SecuritiesClosing Date. On each day, if any, that Additional Securities Shares are to be purchased (an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Securities Shares (subject to such adjustments to eliminate fractional shares as the Representative you may determine) that bears the same proportion to the total number of Additional Securities Shares to be purchased on such Option Closing Date as the number of Firm Securities Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm SecuritiesShares.

Agreements to Sell and Purchase. The Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the terms and conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company at $4.2075 a share (the “Purchase Price”) the respective numbers number of Firm Shares and Firm Warrants set forth in Schedule I hereto opposite its the name at the combined purchase price of $1.0695 (the “Combined Purchase Price”), which shall be allocated at $0.9445 per Share (the “Share Purchase Price”) and $0.125 per Warrant (the “Warrant Purchase Price”)such Underwriter. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Underwriters the Additional SecuritiesShares, and the Underwriters shall have the right to purchasepurchase from the Company, severally and not jointly, (i) up to 1,392,392 915,000 Additional Shares at the Share Purchase Price, and (ii) up to 696,196 Additional Warrants, at the Warrant Purchase Price, provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company and payable on the Firm Shares but not payable on such Additional Shares. The Representative You may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice not later than 45 30 days after the date of this Agreement. Any exercise notice shall specify the number of Additional Securities Shares to be purchased by the Underwriters and the date on which such securities shares are to be purchased. Each purchase date must be at least one business day after the written notice is given and may not be earlier than the closing date for the Firm Securities or Shares nor later than ten five business days after the date of such notice. Additional Securities may be purchased as provided in Section ‎4 hereof solely for the purpose of covering sales of shares in excess of the number of the Firm Securities. On each day, if any, that Additional Securities Shares are to be purchased (an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Securities Shares (subject to such adjustments to eliminate fractional shares as the Representative you may determine) that bears the same proportion to the total number of Additional Securities Shares to be purchased on such Option Closing Date as the number of Firm Securities Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. The Company hereby agrees that it will not, during the period ending 90 days after the date of the Prospectus (the “Restricted Period”), without the prior written consent of the Representative (which consent may be withheld in the Representative’s sole discretion) (i) directly or indirectly, sell, offer to sell, contract to sell, grant any option for the sale, grant any security interest in, pledge, hypothecate or otherwise dispose of or enter into any transaction which is designed to, or could be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to delivery of Common Stock or securities convertible into, exchangeable, or exercisable for shares of Common Stock (“Securities”), in cash settlement or otherwise, by the Company or any affiliate of the Company (or any person in privity with the Company or any affiliate of the Company) (collectively, a “Disposition”), (ii) without limiting the restrictions set forth in clause (i), engage in any hedging or other transaction which is designed to or reasonably expected to lead to or result in a Disposition of shares of Common Stock or other Securities during the Restricted Period, even if such shares of Common Stock or other Securities would be disposed of by a person or entity other than the Company, or (iii) file any registration statement with the Commission relating to the offering of any shares of Common Stock or other Securities, except for a registration statement on Form S-8 relating to the registration of shares of Common Stock issuable pursuant to the Company’s equity incentive plans described in the Time of Sale Prospectus and in effect on the date of this Agreement. The restrictions contained in the preceding paragraph shall not apply to (i) the Shares to be sold hereunder; (ii) the issuance of Common Stock or other Securities the issuance of any dividends on convertible securities outstanding on the date hereof pursuant to the terms of such securities or upon the exercise of any equity awards issued pursuant to the Company’s equity incentive plans described in the Time of Sale Prospectus and in effect on the date of this Agreement, or the exercise of warrants or the conversion of convertible securities issued by the Company that are outstanding on the date hereof (or issued after the date hereof as PIK dividends on convertible securities that are outstanding on the date hereof), provided that, unless otherwise agreed in writing by the Representative, prior to the issuance of Common Stock or other Securities upon the exercise of such equity awards, or upon the exercise of such warrants or the conversion of such convertible securities pursuant to this clause (ii), each recipient of Common Stock or other Securities other than a recipient of a dividend on convertible securities that are outstanding on the date hereof shall have signed and delivered a lock-up agreement substantially in the form of Exhibit A hereto (the “Lock-Up Agreement”), but only to the extent such recipients are not already subject to standard market stand-off provisions with respect to the Common Stock or other Securities received upon such exercise or conversion pursuant to this clause (ii)); (iii) the grant of any equity awards by the Company to employees, officers, directors, advisors or consultants of the Company pursuant to equity incentive plans described in the Time of Sale Prospectus and in effect on the date hereof; or (iv) the filing by the Company of a registration statement on Form S-8 with the Commission in respect of any shares of Common Stock or other Securities issued under or the grant of any equity award pursuant to an equity incentive plan described in the Time of Sale Prospectus and in effect on the date hereof.

Agreements to Sell and Purchase. The Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the terms and conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company the respective numbers of Firm Shares and Firm Warrants set forth in Schedule I hereto opposite its name at the combined purchase price of $1.0695 ______ a share (the “Combined Purchase Price”), which shall be allocated at $0.9445 per Share (the “Share Purchase Price”) and $0.125 per Warrant (the “Warrant Purchase Price”"PURCHASE PRICE"). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Underwriters the Additional SecuritiesShares, and the Underwriters shall have the a one-time right to purchase, severally and not jointly, (i) up to 1,392,392 _______________ Additional Shares at the Share Purchase Price. If you, and (ii) up to 696,196 Additional Warrants, at the Warrant Purchase Price, provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company and payable on the Firm Shares but not payable on such Additional Shares. The Representative may exercise this right on behalf of the Underwriters Underwriters, elect to exercise such option, you shall so notify the Company in whole or from time to time in part by giving written notice writing not later than 45 30 days after the date of this Agreement. Any exercise , which notice shall specify the number of Additional Securities Shares to be purchased by the Underwriters and the date on which such securities shares are to be purchased. Each purchase Such date must may be at least one business day after the written notice is given and may same as the Closing Date (as defined below) but not be earlier than the closing date for the Firm Securities or Closing Date nor later than ten business days after the date of such notice. Additional Securities Shares may be purchased as provided in Section ‎4 4 hereof solely for the purpose of covering sales of shares over-allotments made in excess of connection with the number offering of the Firm SecuritiesShares. On each day, if any, that If any Additional Securities Shares are to be purchased (an “Option Closing Date”)purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Additional Securities Shares (subject to such adjustments to eliminate fractional shares as the Representative you may determine) that bears the same proportion to the total number of Additional Securities Shares to be purchased on such Option Closing Date as the number of Firm Securities Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm SecuritiesShares. The Company hereby agrees that, without the prior written consent of Xxxxxx Xxxxxxx & Co. Incorporated on behalf of the Underwriters, it will not, during the period ending 180 days after the date of the Prospectus, (i) 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 (ii) 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 (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Shares to be sold hereunder or (B) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof of which the Underwriters have been advised in writing.

Agreements to Sell and Purchase. The Company hereby agrees to ------------------------------- issue and sell the Firm Shares to the several Underwriters, and each Underwriterof the Underwriters, upon the basis of the representations and warranties herein containedcontained in this Agreement, but and subject to the its terms and conditions hereinafter statedconditions, agrees, severally and not jointly, to purchase from the Company at a price per share of $ (the "Purchase Price"), the respective numbers number of Firm Shares and Firm Warrants set forth opposite the name of such Underwriter in Schedule I hereto opposite its name at the combined purchase price of $1.0695 (the “Combined Purchase Price”), which shall be allocated at $0.9445 per Share (the “Share Purchase Price”) and $0.125 per Warrant (the “Warrant Purchase Price”)hereto. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to issue and sell to the Underwriters the Additional SecuritiesShares, and the Underwriters shall have the right to purchase, severally and not jointly, (i) up to 1,392,392 150,000 Additional Shares from the Company at the Share Purchase Price, and (ii) up to 696,196 Additional Warrants, at the Warrant Purchase Price, provided, however, that the amount paid by the Underwriters for any . Additional Shares shall may be reduced by an amount per share equal to any dividends declared by purchased solely for the Company and payable on purpose of covering over-allotments made in connection with the offering of the Firm Shares but not payable on such Additional Shares. The Representative Underwriters may exercise this their right on behalf of the Underwriters to purchase Additional Shares in whole or in part from time to time in part by giving written notice not later than 45 thereof to the Company within 30 days after the date of this Agreement. Any exercise The Representatives shall give any such notice on behalf of the Underwriters and such notice shall specify the aggregate number of Additional Securities Shares to be purchased by the Underwriters pursuant to such exercise and the date on which for payment and delivery thereof. The date specified in any such securities are to notice shall be purchased. Each purchase date must be at least one a business day after the written notice is given and may not be (i) no earlier than the closing date for the Firm Securities or Closing Date (as hereinafter defined), (ii) no later than ten business days after the date of such noticenotice has been given and (iii) no earlier than two business days after such notice has been given. If any Additional Securities may be purchased as provided in Section ‎4 hereof solely for the purpose of covering sales of shares in excess of the number of the Firm Securities. On each day, if any, that Additional Securities Shares are to be purchased (an “Option Closing Date”)purchased, each Underwriter agreesUnderwriter, severally and not jointly, agrees to purchase from the Company the number of Additional Securities Shares (subject to such adjustments to eliminate fractional shares as the Representative Representatives may determine) that which bears the same proportion to the total number of Additional Securities Shares to be purchased on such Option Closing Date from the Company as the number of Firm Securities Shares set forth in Schedule I hereto opposite the name of such Underwriter in Schedule I bears to the total number of Firm SecuritiesShares.

Agreements to Sell and Purchase. The Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the terms and conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company the respective numbers of Firm Shares and Firm Warrants set forth in Schedule I hereto opposite its name at the combined purchase price of $1.0695 __ a share (the “Combined Purchase Price”), which shall be allocated at $0.9445 per Share (the “Share Purchase Price”) and $0.125 per Warrant (the “Warrant Purchase Price”"PURCHASE PRICE"). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Underwriters the Additional SecuritiesShares, and the Underwriters shall have the a one- time right to purchase, severally and not jointly, (i) up to 1,392,392 2,640,000 Additional Shares at the Share Purchase Price. If you, and (ii) up to 696,196 Additional Warrants, at the Warrant Purchase Price, provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company and payable on the Firm Shares but not payable on such Additional Shares. The Representative may exercise this right on behalf of the Underwriters Underwriters, elect to exercise such option, you shall so notify the Company in whole or from time to time in part by giving written notice writing not later than 45 30 days after the date of this Agreement. Any exercise , which notice shall specify the number of Additional Securities Shares to be purchased by the Underwriters and the date on which such securities shares are to be purchased. Each purchase Such date must may be at least one business day after the written notice is given and may same as the Closing Date (as defined below) but not be earlier than the closing date for the Firm Securities or Closing Date nor later than ten business days after the date of such notice. Additional Securities Shares may be purchased as provided in Section ‎4 hereof solely for the purpose of covering sales of shares over-allotments made in excess of connection with the number offering of the Firm SecuritiesShares. On each day, if any, that If any Additional Securities Shares are to be purchased (an “Option Closing Date”)purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Additional Securities Shares (subject to such adjustments to eliminate fractional shares as the Representative you may determine) that bears the same proportion to the total number of Additional Securities Shares to be purchased on such Option Closing Date as the number of Firm Securities Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm SecuritiesShares. The Company hereby agrees that, without the prior written consent of Xxxxxx Xxxxxxx & Co. Incorporated on behalf of the Underwriters, it will not, during the period ending 180 days after the date of the Prospectus, (i) 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 Common Shares or any securities convertible into or exercisable or exchangeable for Common Shares or (ii) 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 Shares, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Shares or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Shares to be sold hereunder, (B) the issuance by the Company of Common Shares upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof of which the Underwriters have been advised in writing, (C) issuances of stock options, restricted stock or other awards granted pursuant to the Company's employee equity incentive plan or non-employee directors' equity incentive plan as described in the Prospectus; provided that such awards do not become exercisable or vest during such 180-day period, or (D) issuances of Common Shares in connection with the merger or amalgamation with, or acquisition of another corporation or entity or the acquisition of the assets or properties of any such corporation or entity and the related entry into a merger, amalgamation or acquisition agreement with respect to such merger, amalgamation or acquisition, so long as each of the recipients of the Common Shares agrees in writing prior to the consummation of any such transaction, pursuant to an instrument in form and substance reasonably satisfactory to Xxxxxx Xxxxxxx & Co. Incorporated, to be bound by the provisions of this paragraph for the remainder of such 180-day period as if such recipients were the Company, and the public announcements and related filings of registration statements with respect to any such issuances; provided that if the Company is unable to obtain signed, written lock-up agreements from the recipients of the Common Shares in connection with a merger, amalgamation or acquisition as described in clause (D) of this paragraph, then only the entry into the merger, amalgamation or acquisition agreement, the public announcement of such transaction and the related filing of a registration statement shall be permitted and not the related issuance of the Common Shares.

Agreements to Sell and Purchase. The Company hereby agrees to sell ------------------------------- to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the terms and conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company the respective numbers of Firm Shares and Firm Warrants set forth in Schedule I hereto opposite its name at the combined purchase price of $1.0695 ______ a share (the “Combined "Purchase Price”), which shall be allocated at $0.9445 per Share (the “Share Purchase Price”) and $0.125 per Warrant (the “Warrant Purchase Price”"). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Underwriters the Additional SecuritiesShares, and the Underwriters shall have the a one-time right to purchase, severally and not jointly, (i) up to 1,392,392 450,000 Additional Shares at the Share Purchase Price. If you, and (ii) up to 696,196 Additional Warrants, at the Warrant Purchase Price, provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company and payable on the Firm Shares but not payable on such Additional Shares. The Representative may exercise this right on behalf of the Underwriters Underwriters, elect to exercise such option, you shall so notify the Company in whole or from time to time in part by giving written notice writing not later than 45 30 days after the date of this Agreement. Any exercise , which notice shall specify the number of Additional Securities Shares to be purchased by the Underwriters and the date on which such securities shares are to be purchased. Each purchase Such date must may be at least one business day after the written notice is given and may same as the Closing Date (as defined below) but not be earlier than the closing date for the Firm Securities or Closing Date nor later than ten business days after the date of such notice. Additional Securities Shares may be purchased as provided in Section ‎4 4 hereof solely for the purpose of covering sales of shares over- allotments made in excess of connection with the number offering of the Firm SecuritiesShares. On each day, if any, that If any Additional Securities Shares are to be purchased (an “Option Closing Date”)purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Additional Securities Shares (subject to such adjustments to eliminate fractional shares as the Representative you may determine) that bears the same proportion to the total number of Additional Securities Shares to be purchased on such Option Closing Date as the number of Firm Securities Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm SecuritiesShares. The Company hereby agrees that, without the prior written consent of Xxxxxx Xxxxxxx on behalf of the Underwriters, it will not, during the period ending 180 days after the date of the Prospectus, (i) 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 (ii) 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 (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Shares to be sold hereunder or (B) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof, (C) issuances of shares of Common Stock or options to purchase Common Stock pursuant to the Company's 1997 Stock Plan, the 1999 Equity Incentive Plan, and the Directors Option Plan, and the shares of Common Stock issuable upon exercise of any such options, (D) the issuance by the Company of shares of Common Stock pursuant to the Company's 1999 Employee Stock Purchase Plan or (E) warrants issued in connection with loan or leasing transactions.

Agreements to Sell and Purchase. The Company Each Selling Shareholder, upon the basis of the representations and warranties herein contained, but subject to the terms and conditions hereinafter stated, hereby agrees agrees, severally and not jointly, to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the terms and conditions hereinafter stated, agrees, severally and not jointly, to purchase from such Selling Shareholder at $14.40 a share (the Company “Purchase Price”) the respective numbers number of Firm Shares and Firm Warrants (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the number of Shares to be sold by such Selling Shareholder as the number of Shares set forth in Schedule I II hereto opposite its the name at of such Underwriter bears to the combined purchase price total number of $1.0695 (the “Combined Purchase Price”), which shall be allocated at $0.9445 per Share (the “Share Purchase Price”) and $0.125 per Warrant (the “Warrant Purchase Price”)Shares. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, each Selling Shareholder, hereby agrees, severally and not jointly, as and to the Company agrees extent indicated in Schedule I hereto, to sell to the Underwriters the Additional SecuritiesShares, and the Underwriters shall have the right to purchase, severally and not jointly, (i) up to 1,392,392 an aggregate of 1,500,000 Additional Shares at the Share Purchase Price, and (ii) up to 696,196 Additional Warrants, at the Warrant Purchase Price, provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company and payable on the Firm Shares but not payable on such Additional Shares. The Representative Representatives may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice not later than 45 30 days after the date of this Agreement. Any exercise notice shall specify the number of Additional Securities Shares to be purchased by the Underwriters and the date on which such securities shares are to be purchased. Each purchase date must be at least one business day after the written notice is given and may not be earlier than the closing date for the Firm Securities Shares or later than ten business days after the date of such notice. Additional Securities may be purchased as provided in Section ‎4 hereof solely for the purpose of covering sales of shares in excess of the number of the Firm Securities. On each day, if any, that Additional Securities Shares are to be purchased (an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Securities Shares (subject to such adjustments to eliminate fractional shares as the Representative Representatives may determine) that bears the same proportion to the total number of Additional Securities Shares to be purchased on such Option Closing Date as the number of Firm Securities Shares set forth in Schedule I II hereto opposite the name of such Underwriter bears to the total number of Firm SecuritiesShares.

Agreements to Sell and Purchase. The Company Each Seller, severally and not jointly, hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the terms and conditions hereinafter stated, agrees, severally and not jointly, to purchase from such Seller at $_____ a share (the Company "Purchase Price") the respective numbers number of Firm Shares and (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the number of Firm Warrants Shares to be sold by such Seller as the number of Firm Shares set forth in Schedule I II hereto opposite its the name at of such Underwriter bears to the combined purchase price total number of $1.0695 (the “Combined Purchase Price”), which shall be allocated at $0.9445 per Share (the “Share Purchase Price”) and $0.125 per Warrant (the “Warrant Purchase Price”)Firm Shares. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Underwriters the Additional SecuritiesShares, and the Underwriters shall have the a one-time right to purchase, severally and not jointly, (i) up to 1,392,392 903,000 Additional Shares at the Share Purchase Price. If you, and (ii) up to 696,196 Additional Warrants, at the Warrant Purchase Price, provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company and payable on the Firm Shares but not payable on such Additional Shares. The Representative may exercise this right on behalf of the Underwriters Underwriters, elect to exercise such option, you shall so notify the Company in whole or from time to time in part by giving written notice writing not later than 45 30 days after the date of this Agreement. Any exercise , which notice shall specify the number of Additional Securities Shares to be purchased by the Underwriters and the date on which such securities shares are to be purchased. Each purchase Such date must may be at least one business day after the written notice is given and may same as the Closing Date (as defined below) but not be earlier than the closing date for the Firm Securities or Closing Date nor later than ten business days after the date of such notice. Additional Securities Shares may be purchased as provided in Section ‎4 5 hereof solely for the purpose of covering sales of shares over- allotments made in excess of connection with the number offering of the Firm SecuritiesShares. On each day, if any, that If any Additional Securities Shares are to be purchased (an “Option Closing Date”)purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Additional Securities Shares (subject to such adjustments to eliminate fractional shares as the Representative you may determine) that bears the same proportion to the total number of Additional Securities Shares to be purchased on such Option Closing Date as the number of Firm Securities Shares set forth in Schedule I II hereto opposite the name of such Underwriter bears to the total number of Firm SecuritiesShares. Each Seller hereby agrees that, without the prior written consent of Xxxxxx Xxxxxxx & Co. Incorporated on behalf of the Underwriters, it will not, during the period ending at least 90 days after the date of the Prospectus, (i) 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 (ii) 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 (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Shares to be sold hereunder, (B) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof of which the Underwriters have been advised in writing, (C) transactions by any person other than the Company relating to shares of Common Stock or other securities acquired in open market transactions after the completion of the offering of the Shares, (D) the grant of options to purchase Common Stock or the issuance of restricted stock pursuant to the Company's 1998 Stock Plan, or (E) the issuance of purchase rights and shares of Common Stock pursuant to the Company's 1999 Employee Stock Purchase Plan. In addition, each Selling Shareholder, agrees that, without the prior written consent of Xxxxxx Xxxxxxx & Co. Incorporated on behalf of the Underwriters, it will not, during the period ending at least 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.

Agreements to Sell and Purchase. The Company Each Selling Shareholder, upon the basis of the representations and warranties herein contained, but subject to the terms and conditions hereinafter stated, hereby agrees agrees, severally and not jointly, to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the terms and conditions hereinafter stated, agrees, severally and not jointly, to purchase from such Selling Shareholder at $13.89 a share (the Company “Purchase Price”) the respective numbers number of Firm Shares and Firm Warrants (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the number of Shares to be sold by such Selling Shareholder as the number of Shares set forth in Schedule I II hereto opposite its the name at of such Underwriter bears to the combined purchase price total number of $1.0695 (the “Combined Purchase Price”), which shall be allocated at $0.9445 per Share (the “Share Purchase Price”) and $0.125 per Warrant (the “Warrant Purchase Price”)Shares. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, each Selling Shareholder, hereby agrees, severally and not jointly, as and to the Company agrees extent indicated in Schedule I hereto, to sell to the Underwriters the Additional SecuritiesShares, and the Underwriters shall have the right to purchase, severally and not jointly, (i) up to 1,392,392 an aggregate of 1,650,000 Additional Shares at the Share Purchase Price, and (ii) up to 696,196 Additional Warrants, at the Warrant Purchase Price, provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company and payable on the Firm Shares but not payable on such Additional Shares. The Representative Representatives may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice not later than 45 30 days after the date of this Agreement. Any exercise notice shall specify the number of Additional Securities Shares to be purchased by the Underwriters and the date on which such securities shares are to be purchased. Each purchase date must be at least one business day after the written notice is given and may not be earlier than the closing date for the Firm Securities Shares or later than ten business days after the date of such notice. Additional Securities may be purchased as provided in Section ‎4 hereof solely for the purpose of covering sales of shares in excess of the number of the Firm Securities. On each day, if any, that Additional Securities Shares are to be purchased (an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Securities Shares (subject to such adjustments to eliminate fractional shares as the Representative Representatives may determine) that bears the same proportion to the total number of Additional Securities Shares to be purchased on such Option Closing Date as the number of Firm Securities Shares set forth in Schedule I II hereto opposite the name of such Underwriter bears to the total number of Firm SecuritiesShares.

Agreements to Sell and Purchase. The Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the terms and conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company the respective numbers of Firm Shares and Firm Warrants set forth in Schedule I hereto opposite its name at the combined purchase price of $1.0695 [ ] a share (the “Combined Purchase Price”), which shall be allocated at $0.9445 per Share (the “Share Purchase Price”) and $0.125 per Warrant (the “Warrant Purchase Price”"PURCHASE PRICE"). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Underwriters the Additional SecuritiesShares, and the Underwriters shall have the a one-time right to purchase, severally and not jointly, (i) up to 1,392,392 [ ] Additional Shares at the Share Purchase Price. If you, and (ii) up to 696,196 Additional Warrants, at the Warrant Purchase Price, provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company and payable on the Firm Shares but not payable on such Additional Shares. The Representative may exercise this right on behalf of the Underwriters Underwriters, elect to exercise such option, you shall so notify the Company in whole or from time to time in part by giving written notice writing not later than 45 30 days after the date of this Agreement. Any exercise , which notice shall specify the number of Additional Securities Shares to be purchased by the Underwriters and the date on which such securities shares are to be purchased. Each purchase Such date must may be at least one business day after the written notice is given and may same as the Closing Date (as defined below) but not be earlier than the closing date for the Firm Securities or Closing Date nor later than ten business days after the date of such notice. Additional Securities Shares may be purchased as provided in Section ‎4 4 hereof solely for the purpose of covering sales of shares over-allotments made in excess of connection with the number offering of the Firm SecuritiesShares. On each day, if any, that If any Additional Securities Shares are to be purchased (an “Option Closing Date”)purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Additional Securities Shares (subject to such adjustments to eliminate fractional shares as the Representative you may determine) that bears the same proportion to the total number of Additional Securities Shares to be purchased on such Option Closing Date as the number of Firm Securities Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm SecuritiesShares. The Company hereby agrees that, without the prior written consent of Xxxxxx Xxxxxxx & Co. Incorporated on behalf of the Underwriters, it will not, during the period ending 180 days after the date of the Prospectus, (i) 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 (ii) 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 (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Shares to be sold hereunder, (B) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof and as described in the Prospectus or (C) the issuance by the Company of any shares of Common Stock or options to employees of the Company after the date hereof pursuant to the Company's equity incentive plans as described in the Prospectus and the issuance by the Company of shares of Common Stock upon the exercise of any such options.

Agreements to Sell and Purchase. The Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the terms and conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company the respective numbers of Firm Shares and Firm Warrants set forth in Schedule I hereto opposite its name at the combined purchase price of $1.0695 [.] a share (the “Combined "Purchase Price”), which shall be allocated at $0.9445 per Share (the “Share Purchase Price”) and $0.125 per Warrant (the “Warrant Purchase Price”"). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Underwriters the Additional SecuritiesShares, and the Underwriters shall have the a one-time right to purchase, severally and not jointly, (i) up to 1,392,392 [.] Additional Shares at the Share Purchase Price. If you, and (ii) up to 696,196 Additional Warrants, at the Warrant Purchase Price, provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company and payable on the Firm Shares but not payable on such Additional Shares. The Representative may exercise this right on behalf of the Underwriters Underwriters, elect to exercise such option, you shall so notify the Company in whole or from time to time in part by giving written notice writing not later than 45 30 days after the date of this Agreement. Any exercise , which notice shall specify the number of Additional Securities Shares to be purchased by the Underwriters and the date on which such securities shares are to be purchased. Each purchase Such date must may be at least one business day after the written notice is given and may same as the Closing Date (as defined below) but not be earlier than the closing date for the Firm Securities or Closing Date nor later than ten business days after the date of such notice. Additional Securities Shares may be purchased as provided in Section ‎4 4 hereof solely for the purpose of covering sales of shares over- allotments made in excess of connection with the number offering of the Firm SecuritiesShares. On each day, if any, that If any Additional Securities Shares are to be purchased (an “Option Closing Date”)purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Additional Securities Shares (subject to such adjustments to eliminate fractional shares as the Representative you may determine) that bears the same proportion to the total number of Additional Securities Shares to be purchased on such Option Closing Date as the number of Firm Securities Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm SecuritiesShares. The Company hereby agrees that, without the prior written consent of Xxxxxx Xxxxxxx & Co. Incorporated on behalf of the Underwriters, it will not, during the period ending 180 days after the date of the Prospectus, (i) 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 (ii) 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 (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Shares to be sold hereunder; (B) the issuance by the Company of shares of Common Stock as described in the Prospectus or upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof of which the Underwriters have been advised in writing; (C) the issuance of purchase rights, shares of Common Stock or the grant of options to purchase Common Stock pursuant to the 2000 Stock Plan, the 2000 Director Option Plan or the 2000 Employee Stock Purchase Plan; and (D) the issuance of the Series G Preferred Stock to The Xxxx Disney Corporation and the Series H Preferred Stock to At Home Corporation, each as described in the Prospectus.

Agreements to Sell and Purchase. The Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the terms and conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company the respective numbers of Firm Shares and Firm Warrants set forth in Schedule I hereto opposite its name at the combined purchase price of $1.0695 (the “Combined Purchase Price”), which shall be allocated at $0.9445 per Share (the “Share Purchase Price”) and $0.125 per Warrant (the “Warrant Purchase Price”). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to issue and sell to the Underwriters the Additional Securities10,000,000 Firm Shares, and each Underwriter agrees, severally and not jointly, to purchase from the Company at a price per share of $33.725 (the "Purchase Price") the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, (i) the Company agrees to issue and sell up to 1,500,000 Additional Shares and (ii) the Underwriters shall have the right to purchase, severally and not jointly, (i) up to 1,392,392 an aggregate 1,500,000 Additional Shares from the Company at the Share Purchase Price, and (ii) up to 696,196 Additional Warrants, at the Warrant Purchase Price, provided, however, that the amount paid by the Underwriters for any . Additional Shares shall may be reduced by an amount per share equal to any dividends declared by purchased solely for the Company and payable on purpose of covering over-allotments made in connection with the offering of the Firm Shares but not payable on such Additional Shares. The Representative Underwriters may exercise this their right on behalf of the Underwriters to purchase Additional Shares in whole or in part from time to time in part by giving written notice not later than 45 thereof to the Company within 30 days after the date of this Agreement. Any exercise You shall give any such notice on behalf of the Underwriters and such notice shall specify the aggregate number of Additional Securities Shares to be purchased by the Underwriters pursuant to such exercise and the date on which for payment and delivery thereof. The date specified in any such securities are to notice shall be purchased. Each purchase date must be at least one a business day after the written notice is given and may not be (i) no earlier than the closing date for the Firm Securities or Closing Date (as hereinafter defined), (ii) no later than ten business days after the date of such noticenotice has been given and (iii) no earlier than two business days after such notice has been given. If any Additional Securities may be purchased as provided in Section ‎4 hereof solely for the purpose of covering sales of shares in excess of the number of the Firm Securities. On each day, if any, that Additional Securities Shares are to be purchased (an “Option Closing Date”)purchased, each Underwriter agreesUnderwriter, severally and not jointly, agrees to purchase from the Company the number of Additional Securities Shares (subject to such adjustments to eliminate fractional shares as the Representative you may determine) that which bears the same proportion to the total number of Additional Securities Shares USA WASTE SERVICES, INC. UNDERWRITING AGREEMENT -- COMMON STOCK -2- 3 to be purchased on such Option Closing Date from the Company as the number of Firm Securities Shares set forth in Schedule I hereto opposite the name of such Underwriter in Schedule I bears to the total number of Firm SecuritiesShares. Except pursuant to the concurrent offering of convertible subordinated notes of the Company, the Company hereby agrees and the Company shall, concurrently with the execution of this Agreement, deliver an agreement executed by each of the directors and executive officers of the Company, pursuant to which each such person agrees, not to offer, sell, contract to sell, grant any option to purchase, or otherwise dispose of any common stock of the Company or any securities convertible into or exercisable or exchangeable for such common stock or in any other manner transfer all or a portion of the economic consequences associated with the ownership of any such common stock, except to the Underwriters pursuant to this Agreement, for a period of 90 days after the date of the Prospectus without the prior written consent of Donaxxxxx, Xxfkxx & Xenrxxxx Xxxurities Corporation. Notwithstanding the foregoing, (i) 250,000 shares of the shares of Common Stock owned by Donaxx X. Xxxxxxxxx, Xx. xxx 500,000 shares of the shares of Common Stock owned by John X. Xxxxxx, Xx. xxx Alexxxxxx Xxxxxx xxxl not be subject to the foregoing restriction and during such 90-day period (ii) the Company may grant stock options pursuant to the Company's existing director and employee benefit plans, (iii) the Company may issue shares of its common stock pursuant to existing contractual obligations or upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof and (iv) the Company may issue shares of its common stock as consideration in the acquisition of businesses or assets by the Company or its subsidiaries.

Agreements to Sell and Purchase. The Company Each Selling Stockholder, severally and not jointly, hereby agrees to sell to the several UnderwritersUnderwriter the number of shares set forth opposite the name of such Selling Stockholder on Schedule I, and each the Underwriter, upon the basis of the representations and warranties herein contained, but subject to the terms and conditions hereinafter stated, agrees, severally and not jointly, hereby agrees to purchase such Shares from the Company the respective numbers of Firm Shares and Firm Warrants set forth in Schedule I hereto opposite its name such Selling Stockholder at the combined purchase price of $1.0695 48.41 per share (the “Combined Purchase Price”), which shall be allocated at $0.9445 per Share (the “Share Purchase Price”) and $0.125 per Warrant (the “Warrant "Purchase Price”). On The Company hereby agrees that, without the basis prior written consent of the representations and warranties contained in this AgreementUnderwriter, and subject to its terms and conditionsit will not, during the Company agrees to sell to the Underwriters the Additional Securities, and the Underwriters shall have the right to purchase, severally and not jointly, (i) up to 1,392,392 Additional Shares at the Share Purchase Price, and (ii) up to 696,196 Additional Warrants, at the Warrant Purchase Price, provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company and payable on the Firm Shares but not payable on such Additional Shares. The Representative may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice not later than 45 period ending 60 days after the date of this Agreement. Any exercise notice shall specify , (i) 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 Common Shares or any securities convertible into or exercisable or exchangeable for Common Shares, or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the number economic consequences of Additional Securities ownership of the Common Shares, whether any such transaction described in clause (i) or (ii) above is to be purchased settled by delivery of Common Shares or such other securities, in cash or otherwise. Each of the parties hereto hereby acknowledges that the foregoing sentence does not apply to repurchases of shares by a Finance Subsidiary or any other share repurchase program by the Underwriters Company for its Common Stock or to sales of stock in connection with its previously announced capital allocation program. The parties hereto agree that this paragraph satisfies the requirements of Section 4.7 of the Investor Rights Agreement, dated as of February 2, 2006 (the “Investor Rights Agreement”), by and among the Company and certain stockholders of the Company with respect to the Shares and, for the avoidance of doubt, any public sale or distribution of Common Shares by certain affiliates of Credit Suisse Securities (USA) LLC in connection with the Company’s previously announced capital allocation program is not prohibited by such Section 4.7. The restrictions contained in the preceding paragraph shall not apply to (A) the issuance by the Company of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof of which the Underwriter has been advised in writing, (B) grants by the Company of employee stock options or other equity-based compensation pursuant to the terms of a plan in effect on which such securities are to be purchased. Each purchase date must be at least one business day after the written notice is given and may not be earlier than the closing date for the Firm Securities or later than ten business days after the date of such notice. Additional Securities may be purchased as provided in Section ‎4 hereof solely this Agreement, (C) transactions by persons other than the Company relating to Common Stock, (D) the filing by the Company of a shelf registration statement with respect to Common Stock or securities convertible into or exercisable or exchangeable for Common Stock or (E) actions undertaken by the purpose of covering sales of shares in excess Company to comply with the terms of the number of the Firm Securities. On each day, if any, that Additional Securities are to be purchased (an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Securities (subject to such adjustments to eliminate fractional shares as the Representative may determine) that bears the same proportion to the total number of Additional Securities to be purchased on such Option Closing Date as the number of Firm Securities set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm SecuritiesInvestor Rights Agreement.

Agreements to Sell and Purchase. The Company Each Seller, severally and not jointly, hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the terms and conditions hereinafter stated, agrees, severally and not jointly, to purchase from such Seller at U.S. $13.09 a share (the Company "Purchase Price") the respective numbers number of Firm Shares and (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the number of Firm Warrants Shares to be sold by such Seller as the number of Firm Shares set forth in Schedule I Schedules II and III hereto opposite its the name at of such Underwriter bears to the combined purchase price total number of $1.0695 (the “Combined Purchase Price”), which shall be allocated at $0.9445 per Share (the “Share Purchase Price”) and $0.125 per Warrant (the “Warrant Purchase Price”)Firm Shares. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees Selling Shareholders agree to sell to the U.S. Underwriters the Additional SecuritiesShares, and the Underwriters shall have the a one-time right to purchase, severally and not jointly, (i) up to 1,392,392 1,200,000 Additional Shares at the Share Purchase Price. If the U.S. Representatives, and (ii) up to 696,196 Additional Warrants, at the Warrant Purchase Price, provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company and payable on the Firm Shares but not payable on such Additional Shares. The Representative may exercise this right on behalf of the Underwriters U.S. Underwriters, elect to exercise such option, the U.S. Representatives, shall so notify the Company in whole or from time to time in part by giving written notice writing not later than 45 30 days after the date of this Agreement. Any exercise , which notice shall specify the number of Additional Securities Shares to be purchased by the U.S. Underwriters and the date on which such securities shares are to be purchased. Each purchase Such date must may be at least one business day after the written notice is given and may same as the Closing Date (as defined below) but not be earlier than the closing date for the Firm Securities or Closing Date nor later than ten business days after the date of such notice. Additional Securities Shares may be purchased as provided in Section ‎4 5 hereof solely for the purpose of covering sales of shares over allotments made in excess of connection with the number offering of the Firm SecuritiesShares. On each day, if any, that If any Additional Securities Shares are to be purchased (an “Option Closing Date”)purchased, each U.S. Underwriter agrees, severally and not jointly, to purchase the number of Additional Securities Shares (subject to such adjustments to eliminate fractional shares as the Representative U.S. Representatives may determine) that bears the same proportion to the total number of Additional Securities Shares to be purchased on such Option Closing Date as the number of Firm Securities Shares set forth in Schedule I II hereto opposite the name of such U.S. Underwriter bears to the total number of U.S. Firm SecuritiesShares. The Additional Shares to be purchased by the U.S. Underwriters and the U.S. Firm Shares are hereinafter collectively referred to as the "U.S. Shares." Each Seller hereby agrees that, without the prior written consent of Xxxxxx Xxxxxxx & Co. Incorporated on behalf of the Underwriters, it will not, during the period ending 180 days after the date of the Prospectus, (i) 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 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 (ii) 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 (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Shares to be sold hereunder or (B) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof of which the Underwriters have been advised in writing. In addition, the Selling Shareholders agree that, without the prior written consent of Xxxxxx Xxxxxxx & Co. Incorporated on behalf of the Underwriters, it will not, during the period ending 180 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.

Agreements to Sell and Purchase. The Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the terms and conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company the respective numbers of Firm Shares and Firm Warrants set forth in Schedule I hereto opposite its name at the combined purchase price of $1.0695 ______ a share (the “Combined "Purchase Price”), which shall be allocated at $0.9445 per Share (the “Share Purchase Price”) and $0.125 per Warrant (the “Warrant Purchase Price”"). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Underwriters the Additional SecuritiesShares, and the Underwriters shall have the a one-time right to purchase, severally and not jointly, (i) up to 1,392,392 _______________ Additional Shares at the Share Purchase Price. If the Representatives, and (ii) up to 696,196 Additional Warrants, at the Warrant Purchase Price, provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company and payable on the Firm Shares but not payable on such Additional Shares. The Representative may exercise this right on behalf of the Underwriters Underwriters, elect to exercise such option, the Representatives shall so notify the Company in whole or from time to time in part by giving written notice writing not later than 45 30 days after the date of this Agreement. Any exercise , which notice shall specify the number of Additional Securities Shares to be purchased by the Underwriters and the date on which such securities shares are to be purchased. Each purchase Such date must may be at least one business day after the written notice is given and may same as the Closing Date (as defined below) but not be earlier than the closing date for the Firm Securities or Closing Date nor later than ten business days after the date of such notice. Additional Securities Shares may be purchased as provided in Section ‎4 4 hereof solely for the purpose of covering sales of shares over-allotments made in excess of connection with the number offering of the Firm SecuritiesShares. On each day, if any, that If any Additional Securities Shares are to be purchased (an “Option Closing Date”)purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Additional Securities Shares (subject to such adjustments to eliminate fractional shares as the Representative Representatives may determine) that bears the same proportion to the total number of Additional Securities Shares to be purchased on such Option Closing Date as the number of Firm Securities Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm SecuritiesShares. The Company hereby agrees that, without the prior written consent of Xxxxxx Xxxxxxx on behalf of the Underwriters, it will not, during the period ending 180 days after the date of the Prospectus, (i) 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 (ii) 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 (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise, or (iii) file a registration statement other than a registration statement on Form S-8 covering shares of Common Stock subject to outstanding options or options to be issued under the Company's stock option plans. The restrictions contained in the foregoing sentence shall not apply to (A) the Shares to be sold hereunder, (B) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof described in the Prospectus or of which the Underwriters have otherwise been advised in writing or (C) the issuance by the Company of stock, stock options or other equity grants pursuant to stock plans described in the Prospectus.

Agreements to Sell and Purchase. The Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the terms and conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company the respective numbers of Firm Shares and Firm Warrants set forth in Schedule I hereto opposite its name at the combined purchase price of $1.0695 ______ a share (the “Combined "Purchase Price”), which shall be allocated at $0.9445 per Share (the “Share Purchase Price”) and $0.125 per Warrant (the “Warrant Purchase Price”"). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Underwriters the Additional SecuritiesShares, and the Underwriters shall have the a one-time right to purchase, severally and not jointly, (i) up to 1,392,392 525,000 Additional Shares at the Share Purchase Price. If you, and (ii) up to 696,196 Additional Warrants, at the Warrant Purchase Price, provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company and payable on the Firm Shares but not payable on such Additional Shares. The Representative may exercise this right on behalf of the Underwriters Underwriters, elect to exercise such option, you shall so notify the Company in whole or from time to time in part by giving written notice writing not later than 45 30 days after the date of this Agreement. Any exercise , which notice shall specify the number of Additional Securities Shares to be purchased by the Underwriters and the date on which such securities shares are to be purchased. Each purchase Such date must may be at least one business day after the written notice is given and may same as the Closing Date but not be earlier than the closing date for the Firm Securities or Closing Date nor later than ten business days after the date of such notice. Additional Securities Shares may be purchased as provided in Section ‎4 4 hereof solely for the purpose of covering sales of shares over-allotments made in excess of connection with the number offering of the Firm SecuritiesShares. On each day, if any, that If any Additional Securities Shares are to be purchased (an “Option Closing Date”)purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Additional Securities Shares (subject to such adjustments to eliminate fractional shares as the Representative you may determine) that bears the same proportion to the total number of Additional Securities Shares to be purchased on such Option Closing Date as the number of Firm Securities Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm SecuritiesShares. The Company hereby agrees that, without the prior written consent of Xxxxxx Xxxxxxx & Co. Incorporated on behalf of the Underwriters, it will not, during the period commencing on the date hereof and ending 180 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, 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.

Agreements to Sell and Purchase. The Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the terms and conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company the respective numbers of Firm Shares and Firm Warrants set forth in Schedule I hereto opposite its name at the combined purchase price of $1.0695 ______ a share (the “Combined Purchase Price”), which shall be allocated at $0.9445 per Share (the “Share Purchase Price”) and $0.125 per Warrant (the “Warrant Purchase Price”"PURCHASE PRICE"). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Underwriters the Additional SecuritiesShares, and the Underwriters shall have the a one-time right to purchase, severally and not jointly, (i) up to 1,392,392 [450,000] Additional Shares at the Share Purchase Price. If you, and (ii) up to 696,196 Additional Warrants, at the Warrant Purchase Price, provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company and payable on the Firm Shares but not payable on such Additional Shares. The Representative may exercise this right on behalf of the Underwriters Underwriters, elect to exercise such option, you shall so notify the Company in whole or from time to time in part by giving written notice writing not later than 45 30 days after the date of this Agreement. Any exercise , which notice shall specify the number of Additional Securities Shares to be purchased by the Underwriters and the date on which such securities shares are to be purchased. Each purchase Such date must may be at least one business day after the written notice is given and may same as the Closing Date (as defined below) but not be earlier than the closing date for the Firm Securities or Closing Date nor later than ten business days after the date of such notice. Additional Securities Shares may be purchased as provided in Section ‎4 4 hereof solely for the purpose of covering sales of shares over-allotments made in excess of connection with the number offering of the Firm SecuritiesShares. On each day, if any, that If any Additional Securities Shares are to be purchased (an “Option Closing Date”)purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Additional Securities Shares (subject to such adjustments to eliminate fractional shares as the Representative you may determine) that bears the same proportion to the total number of Additional Securities Shares to be purchased on such Option Closing Date as the number of Firm Securities Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Securities.Shares. The Company hereby agrees that, without the prior written consent of Morgxx Xxxnxxx & Xo. Incorporated on behalf of the Underwriters, it will not, during the period ending 90 days after the date of the Prospectus, (i) 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

Agreements to Sell and Purchase. The Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the terms and conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company the respective numbers of Firm Shares and Firm Warrants set forth in Schedule I hereto opposite its name names at the combined purchase price of $1.0695 U.S.$_____ a share (the “Combined Purchase Price”), which shall be allocated at $0.9445 per Share (the “Share Purchase Price”) and $0.125 per Warrant (the “Warrant Purchase Price”"PURCHASE PRICE"). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Underwriters the Additional SecuritiesShares, and the Underwriters shall have the a one-time right to purchase, severally and not jointly, (i) up to 1,392,392 __________ Additional Shares at the Share Purchase Price. If you, and (ii) up to 696,196 Additional Warrants, at the Warrant Purchase Price, provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company and payable on the Firm Shares but not payable on such Additional Shares. The Representative may exercise this right on behalf of the Underwriters Underwriters, elect to exercise such option, you shall so notify the Company in whole or from time to time in part by giving written notice writing not later than 45 30 days after the date of this Agreement. Any exercise , which notice shall specify the number of Additional Securities Shares to be purchased by the Underwriters and the date on which such securities shares are to be purchased. Each purchase Such date must may be at least one the same as the Closing Date (as defined below) but not earlier than the Closing Date or the fourth business day after the written notice is given and may not be earlier date of such notice, nor later than the closing date for the Firm Securities or later than ten tenth business days day after the date of such notice. Additional Securities Shares may be purchased as provided in Section ‎4 4 hereof solely for the purpose of covering sales of shares over- allotments made in excess of connection with the number offering of the Firm SecuritiesShares. On each day, if any, that If any Additional Securities Shares are to be purchased (an “Option Closing Date”)purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Additional Securities Shares (subject to such adjustments to eliminate fractional shares as the Representative you may determine) that bears the same proportion to the total number of Additional Securities Shares to be purchased on such Option Closing Date as the number of Firm Securities Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm SecuritiesShares. The Company hereby agrees that, without the prior written consent of Xxxxxx Xxxxxxx & Co. Incorporated on behalf of the Underwriters, it will not, during the period ending 180 days after the date of the Prospectus, (i) 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 (ii) 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 (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Shares to be sold hereunder, (B) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof of which the Underwriters have been advised in writing, (C) the issuance of an aggregate of ____ shares of Common Stock to Biogen, Inc., Genentech Inc. and the University of Florida Research Foundation, in each case on the terms set forth in the Prospectus, or (D) the grant of options to purchase Common Stock pursuant to the Company's equity-based compensation plans described in the Prospectus, provided that such options are not exercisable within such 180 day period.

Agreements to Sell and Purchase. The Upon the terms and conditions set forth herein, (i) the Company hereby agrees to issue and sell an aggregate of 1,575,235 Firm Shares to the several Underwriters and (ii) the Selling Stockholders, severally and not jointly, agree to sell an aggregate of 1,424,765 Firm Shares to the Underwriters, and each Underwriter, upon Selling Stockholder selling the number of Firm Shares set forth opposite such Selling Stockholder’s name on Schedule II hereto. Upon the basis of the representations representations, warranties and warranties agreements of the Company and the Selling Stockholders herein contained, but contained and subject to all the terms and conditions hereinafter statedset forth herein, each Underwriter agrees, severally and not jointly, to purchase from the Company and the respective numbers of Firm Shares and Firm Warrants set forth in Schedule I hereto opposite its name Selling Stockholders at the combined a purchase price of $1.0695 (the “Combined Purchase Price”), which shall be allocated at $0.9445 22.916 per Share (the “Share Purchase Price”) and $0.125 purchase price per Warrant (the “Warrant Purchase PriceShare”). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto. The Company hereby also agrees to sell to the Underwriters Underwriters, and, upon the Additional Securitiesbasis of the representations, warranties and agreements of the Company herein contained and subject to all the terms and conditions set forth herein, the Underwriters shall have the right for 30 days from the date of the Prospectus to purchasepurchase from the Company up to 450,000 Additional Shares at the purchase price per Share for the Firm Shares. If any Additional Shares are to be purchased, each Underwriter, severally and not jointly, (i) up to 1,392,392 Additional Shares at the Share Purchase Price, and (ii) up to 696,196 Additional Warrants, at the Warrant Purchase Price, provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company and payable on the Firm Shares but not payable on such Additional Shares. The Representative may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice not later than 45 days after the date of this Agreement. Any exercise notice shall specify the number of Additional Securities to be purchased by the Underwriters and the date on which such securities are to be purchased. Each purchase date must be at least one business day after the written notice is given and may not be earlier than the closing date for the Firm Securities or later than ten business days after the date of such notice. Additional Securities may be purchased as provided in Section ‎4 hereof solely for the purpose of covering sales of shares in excess of the number of the Firm Securities. On each day, if any, that Additional Securities are to be purchased (an “Option Closing Date”), each Underwriter agrees, severally and not jointly, agrees to purchase the number of Additional Securities Shares (subject to such adjustments as you may determine to eliminate avoid fractional shares as the Representative may determineshares) that bears the same proportion to the total number of Additional Securities Shares to be purchased on such Option Closing Date by the Underwriter as the number of Firm Securities Shares set forth in Schedule I hereto opposite the name of such Underwriter in Schedule I hereto bears to the total number of Firm SecuritiesShares. The option to purchase Additional Shares may be exercised at any time within 30 days after the date of the Prospectus, but no more than once.

Agreements to Sell and Purchase. The Company Fund hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the terms and conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company Fund the respective numbers of Firm Shares and Firm Warrants set forth in Schedule I hereto opposite its name at the combined purchase price of $1.0695 (the “Combined Purchase Price”), which shall be allocated at $0.9445 per 23.875 a Share (the “Share Purchase Price”) and $0.125 per Warrant (the “Warrant Purchase Price”). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company Fund agrees to sell to the Underwriters the Additional SecuritiesShares, and the Underwriters shall have the right to purchase, severally and not jointly, (i) up to 1,392,392 [ ] Additional Shares at the Share Purchase Price, and (ii) up to 696,196 Additional Warrants, at the Warrant Purchase Price, provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company and payable on the Firm Shares but not payable on such Additional Shares. The Representative You may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice not later than 45 days after the date of this Agreement. Any exercise notice shall specify the number of Additional Securities Shares to be purchased by the Underwriters and the date on which such securities shares are to be purchased. Each purchase date must be at least one business day after the written notice is given and may not be earlier than the closing date for the Firm Securities or Shares nor later than ten business days after the date of such notice. Additional Securities Shares may be purchased as provided in Section ‎4 5 hereof solely for the purpose of covering sales of shares over-allotments made in excess of connection with the number offering of the Firm SecuritiesShares. On each day, if any, that Additional Securities Shares are to be purchased (an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Securities Shares (subject to such adjustments to eliminate fractional shares Shares as the Representative you may determine) that bears the same proportion to the total number of Additional Securities Shares to be purchased on such Option Closing Date as the number of Firm Securities Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm SecuritiesShares. The Fund hereby agrees that, without the prior written consent of Xxxxxx Xxxxxxx & Co. Incorporated on behalf of the Underwriters, it will not, during the period ending 180 days after the date of 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 Common Shares or any securities convertible into or exercisable or exchangeable for Common Shares 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 Shares, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Shares or such other securities, in cash or otherwise or (3) file any registration statement with the Commission relating to the offering of any Common Shares or any securities convertible into or exercisable or exchangeable for Common Shares. The agreements contained in this paragraph shall not apply to the Shares to be sold hereunder or any Common Shares issued pursuant to the Plan.

Agreements to Sell and Purchase. The Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the terms and conditions hereinafter stated, agreesagrees to purchase, severally and not jointly, to purchase from the Company the respective numbers number of Firm Shares and Firm Warrants set forth in Schedule I hereto opposite its name at the combined purchase price of $1.0695 11.2729 a share (the “Combined Purchase Price”), which shall be allocated at $0.9445 per Share (the “Share Purchase Price”) and $0.125 per Warrant (the “Warrant Purchase Price”). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Underwriters the Additional SecuritiesUnderwriters, and the Underwriters shall have the right to purchase, severally and not jointly, (i) up to 1,392,392 the number of Additional Shares set forth in the first paragraph of this Agreement at the Share Purchase Price, and (ii) up to 696,196 Additional Warrants, at the Warrant Purchase Price, provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company and payable on the Firm Shares but not payable on such Additional Shares. The Representative You may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice not later than 45 30 days after the date of this Agreementthe Prospectus. Any exercise notice shall specify the number of Additional Securities Shares to be purchased by the Underwriters and the date on which such securities shares are to be purchased. Each purchase date must be at least one business day after the written notice is given and may not be earlier than the closing date for the Firm Securities or Shares nor later than ten business days after the date of such notice. Additional Securities Shares may be purchased as provided in Section ‎4 hereof solely for the purpose of covering sales of shares in excess of the number of the Firm Securities4 hereof. On each day, if any, that Additional Securities Shares are to be purchased (an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Securities Shares (subject to such adjustments to eliminate fractional shares as the Representative you may determine) that bears the same proportion to the total number of Additional Securities Shares to be purchased on such Option Closing Date as the number of Firm Securities Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm SecuritiesShares. The Company hereby covenants with each Underwriter that it will not during the period ending 90 days after the date of the Prospectus, without the prior written consent of Xxxxxxx, Xxxxx & Co. and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, on behalf of the Underwriters (i) 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; (ii) file or cause to be filed any registration statement with the Commission relating to the offering of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock; or (iii) 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 (i), (ii) or (iii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The restrictions contained in the preceding paragraph shall not apply to (A) the grant by the Company of stock options, restricted stock or other awards pursuant to the Company’s benefit plans as described in the Prospectus; provided that such options, restricted stock or awards do not become exercisable or vest during such 90-day period, (B) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant, the lapse of restrictions on restricted stock units, the settlement of stock appreciation rights or the conversion of a security outstanding on or prior to the date hereof and which is described in the Prospectus of which the Underwriters have been advised in writing, (C) issuances by the Company of shares of Common Stock in connection with the acquisition of another corporation or entity or the acquisition of the assets or properties of any such corporation or entity, so long as (i) the aggregate amount of such issuances does not exceed $500 million and (ii) each of the recipients of the Common Stock agrees in writing prior to the consummation of any such transaction to be bound by the provisions of the preceding paragraph for the remainder of such 90-day period and (D) the filing of a registration statement on Form S-8 relating to the issuance of stock options, restricted stock and other awards pursuant to the Company’s employee benefit plans as described in the Prospectus.

Agreements to Sell and Purchase. The Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the terms and conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company the respective numbers of Firm Shares and Firm Warrants set forth in Schedule I hereto opposite its name at the combined purchase price of $1.0695 ______ a share (the “Combined Purchase Price”), which shall be allocated at $0.9445 per Share (the “Share Purchase Price”) and $0.125 per Warrant (the “Warrant Purchase Price”"PURCHASE PRICE"). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Underwriters the Additional SecuritiesShares, and the Underwriters shall have the a one-time right to purchase, severally and not jointly, (i) up to 1,392,392 375,000 Additional Shares at the Share Purchase Price. If you, and (ii) up to 696,196 Additional Warrants, at the Warrant Purchase Price, provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company and payable on the Firm Shares but not payable on such Additional Shares. The Representative may exercise this right on behalf of the Underwriters Underwriters, elect to exercise such option, you shall so notify the Company in whole or from time to time in part by giving written notice writing not later than 45 30 days after the date of this Agreement. Any exercise , which notice shall specify the number of Additional Securities Shares to be purchased by the Underwriters and the date on which such securities shares are to be purchased. Each purchase Such date must may be at least one business day after the written notice is given and may same as the Closing Date (as defined below) but not be earlier than the closing date for the Firm Securities or Closing Date nor later than ten business days after the date of such notice. Additional Securities Shares may be purchased as provided in Section ‎4 4 hereof solely for the purpose of covering sales of shares over-allotments made in excess of connection with the number offering of the Firm SecuritiesShares. On each day, if any, that If any Additional Securities Shares are to be purchased (an “Option Closing Date”)purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Additional Securities Shares (subject to such adjustments to eliminate fractional shares as the Representative you may determine) that bears the same proportion to the total number of Additional Securities Shares to be purchased on such Option Closing Date as the number of Firm Securities Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm SecuritiesShares. The Company hereby agrees that, without the prior written consent of Morgxx Xxxnxxx xx behalf of the Underwriters, it will not, during the period ending 180 days after the date of the Prospectus, (i) 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 (ii) 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 (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Shares to be sold hereunder, (B) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof, (C) the grant of options to purchase Common Stock pursuant to the Company's 1997 Stock Plan, 1999 Stock Incentive Plan or 1999 Directors Option Plan, and the shares of Common Stock issuable upon exercise thereof and (D) the issuance by the Company of shares of Common Stock pursuant to the Company's 1999 Employee Stock Purchase Plan and (E) warrants issued pursuant to lender or equipment lease lines.

Agreements to Sell and Purchase. The Company Each Seller, severally and not jointly, hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the terms and conditions hereinafter stated, agrees, severally and not jointly, to purchase from such Seller at $______ a share (the Company "PURCHASE PRICE") the respective numbers number of Firm Shares and (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the number of Firm Warrants Shares to be sold by such Seller as the number of Firm Shares set forth in Schedule I II hereto opposite its the name at of such Underwriter bears to the combined purchase price total number of $1.0695 (the “Combined Purchase Price”), which shall be allocated at $0.9445 per Share (the “Share Purchase Price”) and $0.125 per Warrant (the “Warrant Purchase Price”)Firm Shares. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Underwriters the Additional SecuritiesShares, and the Underwriters shall have the a one-time right to purchase, severally and not jointly, (i) up to 1,392,392 375,000. Additional Shares at the Share Purchase Price. If you, and (ii) up to 696,196 Additional Warrants, at the Warrant Purchase Price, provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company and payable on the Firm Shares but not payable on such Additional Shares. The Representative may exercise this right on behalf of the Underwriters Underwriters, elect to exercise such option, you shall so notify the Company in whole or from time to time in part by giving written notice writing not later than 45 30 days after the date of this Agreement. Any exercise , which notice shall specify the number of Additional Securities Shares to be purchased by the Underwriters and the date on which such securities shares are to be purchased. Each purchase Such date must may be at least one business day after the written notice is given and may same as the Closing Date (as defined below) but not be earlier than the closing date for the Firm Securities or Closing Date nor later than ten business days after the date of such notice. Additional Securities Shares may be purchased as provided in Section ‎4 5 hereof solely for the purpose of covering sales of shares over-allotments made in excess of connection with the number offering of the Firm SecuritiesShares. On each day, if any, that If any Additional Securities Shares are to be purchased (an “Option Closing Date”)purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Additional Securities Shares (subject to such adjustments to eliminate fractional shares as the Representative you may determine) that bears the same proportion to the total number of Additional Securities Shares to be purchased on such Option Closing Date as the number of Firm Securities Shares set forth in Schedule I II hereto opposite the name of such Underwriter bears to the total number of Firm Securities.Shares. Each Seller hereby agrees that, without the prior written consent of Morgxx Xxxnxxx & Xo. Incorporated on behalf of the Underwriters, it will not, during the period ending 90 days after the date of the Prospectus, (i) 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 (ii) 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 (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Shares to be sold hereunder, (B) the issuance by the Company of shares of Common Stock upon the exercise

Agreements to Sell and Purchase. The Company hereby agrees to sell ------------------------------- to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the terms and conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company at $___________ a share (the respective numbers "Purchase Price") the number of Firm Shares and Firm Warrants set forth in Schedule I hereto opposite its the name at the combined purchase price of $1.0695 (the “Combined Purchase Price”), which shall be allocated at $0.9445 per Share (the “Share Purchase Price”) and $0.125 per Warrant (the “Warrant Purchase Price”)such Underwriter. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Underwriters the Additional SecuritiesShares, and the Underwriters shall have the a one-time right to purchase, severally and not jointly, (i) up to 1,392,392 ____________________ Additional Shares at the Share Purchase Price. If you, and (ii) up to 696,196 Additional Warrants, at the Warrant Purchase Price, provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company and payable on the Firm Shares but not payable on such Additional Shares. The Representative may exercise this right on behalf of the Underwriters Underwriters, elect to exercise such option, you shall so notify the Company in whole or from time to time in part by giving written notice writing not later than 45 30 days after the date of this Agreement. Any exercise , which notice shall specify the number of Additional Securities Shares to be purchased by the Underwriters and the date on upon which such securities shares are to be purchased. Each purchase Such date must may be at least one business day after the written notice is given and may same as the Closing Date (as defined below) but not be earlier than the closing date for the Firm Securities or Closing Date nor later than ten business days after the date of such notice. Additional Securities Shares may be purchased as provided in Section ‎4 4 hereof solely for the purpose of covering sales of shares over-allotments made in excess of connection with the number offering of the Firm SecuritiesShares. On each day, if any, that If any Additional Securities Shares are to be purchased (an “Option Closing Date”)purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Additional Securities Shares (subject to such adjustments to eliminate fractional shares as the Representative you may determine) that bears the same proportion to the total number of Additional Securities Shares to be purchased on such Option Closing Date as the number of Firm Securities Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm SecuritiesShares. The Company hereby agrees that, without the prior written consent of Xxxxxx Xxxxxxx & Co. Incorporated on behalf of the Underwriters, it will not, during the period ending (180) days after the date of the Prospectus, (i) 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 (ii) 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 (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Shares to be sold hereunder or (B) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof of which the Underwriters have been advised in writing or (C) the issuance by the Company of Shares of Common Stock under the employee benefit plans described in the Prospectus.

Agreements to Sell and Purchase. The Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the terms and conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company at $9.40 a share (the respective numbers “Purchase Price”) the number of Firm Shares and Firm Warrants (subject to such adjustments to eliminate fractional shares as you may determine) set forth in Schedule I hereto opposite its the name at the combined purchase price of $1.0695 (the “Combined Purchase Price”), which shall be allocated at $0.9445 per Share (the “Share Purchase Price”) and $0.125 per Warrant (the “Warrant Purchase Price”)such Underwriter. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Underwriters the Additional SecuritiesShares, and the Underwriters shall have the right to purchase, severally and not jointly, (i) up to 1,392,392 4,500,000 Additional Shares at the Share Purchase Price. Xxxxxxx, Sachs & Co., Xxxxxx Xxxxxxx & Co. Incorporated, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated and X.X. Xxxxxx Securities Inc. (iithe “Representatives”) up to 696,196 Additional Warrants, at the Warrant Purchase Price, provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company and payable on the Firm Shares but not payable on such Additional Shares. The Representative may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice to the Company not later than 45 30 days after the date of this Agreement. Any exercise notice shall specify the number of Additional Securities Shares to be purchased by the Underwriters and the date on which such securities shares are to be purchased. Each purchase date must be at least one full business day after the written notice to the Company is given and may not be earlier than the closing date for the Firm Securities or Shares nor later than ten business days after the date of such notice. Additional Securities Shares may be purchased as provided in Section ‎4 4 hereof solely for the purpose of covering sales of shares over-allotments, if any, made in excess of connection with the number offering of the Firm SecuritiesShares. On each day, if any, that Additional Securities Shares are to be purchased (an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Securities Shares (subject to such adjustments to eliminate fractional shares as the Representative you may determine) that bears the same proportion to the total number of Additional Securities Shares to be purchased on such Option Closing Date as the number of Firm Securities Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm SecuritiesShares. The Company hereby agrees that, without the prior written consent of two of the four Representatives on behalf of the Underwriters, it will not, during the period ending 180 days after the date of 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 or (3) file any registration statement with the Commission relating to the offering of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock. The restrictions contained in the preceding paragraph shall not apply to (a) the Shares to be sold hereunder, (b) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof of which the Underwriters have been advised in writing, (c) the issuance by the Company of options to purchase shares of Common Stock under stock option or similar plans as in effect on the date of this Agreement and as described in the Time of Sale Prospectus, (d) the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act for the transfer of shares of Common Stock, provided that such plan does not provide for the transfer of Common Stock during the 180-day restricted period or (i) the filing by the Company of any registration statement on Form S-8 with the Commission relating to the offering of securities pursuant to terms of a stock option or similar plan in effect on the date of this Agreement and as described in the Time of Sale Prospectus. Notwithstanding the foregoing, if (1) during the last 17 days of the 180-day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs; or (2) prior to the expiration of the 180-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 180-day period, the restrictions imposed by this agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. The Company shall promptly notify the Representatives of any earnings release, news or event that may give rise to an extension of the initial 180-day restricted period.

Agreements to Sell and Purchase. The Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the terms and conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company the respective numbers of Firm Shares and Firm Warrants set forth in Schedule I hereto opposite its name at the combined purchase price of $1.0695 _________a share (the “Combined Purchase Price”), which shall be allocated at $0.9445 per Share (the “Share Purchase Price”) and $0.125 per Warrant (the “Warrant Purchase Price”). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Underwriters the Additional SecuritiesShares, and the Underwriters shall have the right to purchase, severally and not jointly, (i) up to 1,392,392 _________ Additional Shares at the Share Purchase Price, and (ii) up to 696,196 Additional Warrants, at the Warrant Purchase Price, provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company and payable on the Firm Shares but not payable on such Additional Shares. The Representative You may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice not later than 45 30 days after the date of this Agreement. Any exercise notice shall specify the number of Additional Securities Shares to be purchased by the Underwriters and the date on which such securities shares are to be purchased. Each purchase date must be at least one business day after the written notice is given and may not be earlier than the closing date for the Firm Securities or Shares nor later than ten business days after the date of such notice. Additional Securities Shares may be purchased as provided in Section ‎4 4 hereof solely for the purpose of covering sales of shares over-allotments made in excess of connection with the number offering of the Firm SecuritiesShares. On each day, if any, that Additional Securities Shares are to be purchased (an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Securities Shares (subject to such adjustments to eliminate fractional shares as the Representative you may determine) that bears the same proportion to the total number of Additional Securities Shares to be purchased on such Option Closing Date as the number of Firm Securities Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm SecuritiesShares. The Company hereby agrees that, without the prior written consent of Mxxxxx Sxxxxxx & Co. Incorporated on behalf of the Underwriters, it will not, during the period ending 90 days after the date of the Prospectus, (i) 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; (ii) file any registration statement with the Commission relating to the offering of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock; or (iii) 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 (i), (ii) or (iii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Shares to be sold hereunder, (B) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof and (x) reflected in the Prospectus or (y) of which the Underwriters have been advised in writing, (C) the grant of options or the issuance of shares of Common Stock by the Company to employees, officers, directors, advisors or consultants of the Company pursuant to equity incentive plans described in the Prospectus and the issuance by the Company of any shares of Common Stock upon the exercise of such options, (D) the filing of any registration statement on Form S-8 in respect of any equity incentive plan described in the Prospectus, or (E) the issuance by the Company of shares of Common Stock in connection with any strategic transaction that includes a commercial relationship involving the Company and other entities (including but not limited to joint ventures, marketing or distribution arrangements, collaboration agreements or intellectual property license agreements), provided that, prior to the issuance of any such shares, the Company shall cause each recipient to execute and deliver to you a “lock-up” agreement, substantially in the form of Exhibit A hereto.

Agreements to Sell and Purchase. The Company (a) Each Selling Shareholder, severally and not jointly, hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the terms and conditions hereinafter stated, agrees, severally and not jointly, to purchase from such Selling Shareholder at $[____] a share (the Company “Purchase Price”) the respective numbers number of Firm Shares and (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the number of Firm Warrants Shares to be sold by such Selling Shareholder as the number of Firm Shares set forth in Schedule I II hereto opposite its the name at of such Underwriter bears to the combined purchase price total number of $1.0695 (the “Combined Purchase Price”), which shall be allocated at $0.9445 per Share (the “Share Purchase Price”) and $0.125 per Warrant (the “Warrant Purchase Price”)Firm Shares. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company each Selling Shareholder, severally and not jointly, agrees to sell to the Underwriters the Additional SecuritiesShares to be sold by such Selling Shareholder as described below, and the Underwriters shall have the right to purchase, severally and not jointly, (i) up to 1,392,392 [_____] Additional Shares at the Share Purchase Price, and (ii) up to 696,196 Additional Warrants, at the Warrant Purchase Price, provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company and payable on the Firm Shares but not payable on such Additional Shares. The Representative You may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice of each election to exercise the option not later than 45 30 days after the date of this Agreement. Any exercise notice shall specify the number of Additional Securities Shares to be purchased by the Underwriters and the date on which such securities shares are to be purchased. Each purchase date must be at least one business day after the written notice is given and may not be earlier than the closing date for the Firm Securities or Shares nor later than ten business days after the date of such notice. Additional Securities Shares may be purchased as provided in Section ‎4 5 hereof solely for the purpose of covering sales of shares over-allotments made in excess of connection with the number offering of the Firm SecuritiesShares. On each day, if any, that Additional Securities Shares are to be purchased (an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Securities Shares (subject to such adjustments to eliminate fractional shares as the Representative you may determine) that bears the same proportion to the total number of Additional Securities Shares to be purchased on such Option Closing Date as the number of Firm Securities Shares set forth in Schedule I II hereto opposite the name of such Underwriter bears to the total number of Firm SecuritiesShares. On each Option Closing Date, each Selling Shareholder, severally and not jointly, agrees to sell to the Underwriters the respective number of Additional Shares obtained by multiplying the number of Shares specified in the exercise notice by a fraction (a) the numerator of which is the number of Shares set forth next to such Selling Shareholder’s name under “Number of Additional Shares to Be Sold” on Schedule I hereto in the case of each Selling Shareholder and (b) the denominator of which is the total number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine). The Company hereby agrees that, without the prior written consent of Xxxxxx Xxxxxxx & Co. Incorporated and Citigroup Global Markets Inc. together, on behalf of the Underwriters, it will not, during the period ending 90 days after the date of the Prospectus, (i) 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; (ii) file any registration statement with the Securities and Exchange Commission relating to the offering of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or (iii) 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 (i), (ii) or (iii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The restrictions contained in the preceding paragraph shall not apply to (A) the Shares to be sold hereunder, (B) as long as the holder of such Common Stock agrees in writing to be bound by the obligations and restrictions contained in the preceding paragraph of this Section 3, the issuance of Common Stock or securities convertible into or exercisable or exchangeable for Common Stock in connection with one or more mergers, acquisitions or other strategic transactions in which the Company is the surviving entity or acquiror, provided, however, that the aggregate value of securities issued in accordance with this clause (B) shall not exceed $500 million (with the value of a given security measured on the date of issuance of such security), and (C) as long as the holder of such Common Stock agrees in writing to be bound by the obligations and restrictions contained in the preceding paragraph of this Section 3, the grant of options to purchase shares of Common Stock pursuant to any existing benefit plans of the Company as existing on the date hereof and the issuance of Common Stock upon the exercise of warrants for Common Stock outstanding on the date hereof or the exercise of options outstanding on the date hereof or granted pursuant to such plans or the conversion of a security outstanding on the date hereof.

Agreements to Sell and Purchase. The Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the terms and conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company the respective numbers of Firm Shares and Firm Warrants set forth in Schedule I hereto opposite its name names at the combined purchase price of $1.0695 U.S.$_____ a share (the “Combined "Purchase Price”), which shall be allocated at $0.9445 per Share (the “Share Purchase Price”) and $0.125 per Warrant (the “Warrant Purchase Price”"). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Underwriters the Additional SecuritiesShares, and the Underwriters shall have the a one-time right to purchase, severally and not jointly, (i) up to 1,392,392 __________ Additional Shares at the Share Purchase Price. If you, and (ii) up to 696,196 Additional Warrants, at the Warrant Purchase Price, provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company and payable on the Firm Shares but not payable on such Additional Shares. The Representative may exercise this right on behalf of the Underwriters Underwriters, elect to exercise such option, you shall so notify the Company in whole or from time to time in part by giving written notice writing not later than 45 30 days after the date of this Agreement. Any exercise , which notice shall specify the number of Additional Securities Shares to be purchased by the Underwriters and the date on which such securities shares are to be purchased. Each purchase Such date must may be at least one business day after the written notice is given and may same as the Closing Date but not be earlier than the closing date for the Firm Securities or Closing Date nor later than ten business days after the date of such notice. Additional Securities Shares may be purchased as provided in Section ‎4 4 hereof solely for the purpose of covering sales of shares over-allotments made in excess of connection with the number offering of the Firm SecuritiesShares. On each day, if any, that If any Additional Securities Shares are to be purchased (an “Option Closing Date”)purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Additional Securities Shares (subject to such adjustments to eliminate fractional shares as the Representative you may determine) that bears the same proportion to the total number of Additional Securities Shares to be purchased on such Option Closing Date as the number of Firm Securities Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm SecuritiesShares. The Company hereby agrees that, without the prior written consent of Xxxxxx Xxxxxxx on behalf of the Underwriters, it will not, during the period ending 180 days after the date of the Prospectus, (i) 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 (ii) 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 (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Shares to be sold hereunder or (B) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof of which the Underwriters have been advised in writing.

Agreements to Sell and Purchase. The Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the terms and conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company the respective numbers number of Firm Shares and Firm Warrants set forth in Schedule I hereto opposite its name at the combined purchase price of $1.0695 (the “Combined Purchase Price”), which shall be allocated at $0.9445 • per Share (the “Share Purchase Price”) and $0.125 per Warrant (the “Warrant Purchase Price”). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Underwriters the Additional SecuritiesShares, and the Underwriters shall have the a one-time right to purchase, severally and not jointly, (i) up to 1,392,392 • Additional Shares at the Share Purchase Price. If you, and (ii) up to 696,196 Additional Warrants, at the Warrant Purchase Price, provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company and payable on the Firm Shares but not payable on such Additional Shares. The Representative may exercise this right on behalf of the Underwriters Underwriters, elect to exercise such option, you shall so notify the Company in whole or from time to time in part by giving written notice writing not later than 45 30 days after the date of this Agreement. Any exercise , which notice shall specify the number of Additional Securities Shares to be purchased by the Underwriters and the date on which such securities shares are to be purchased. Each purchase Such date must may be at least one business day after the written notice is given and may same as the Closing Date (as defined below) but not be earlier than the closing date for the Firm Securities or Closing Date nor later than ten business days after the date of such notice. Additional Securities Shares may be purchased as provided in Section ‎4 4 hereof solely for the purpose of covering sales of shares over-allotments made in excess of connection with the number offering of the Firm SecuritiesShares. On each day, if any, that If any Additional Securities Shares are to be purchased (an “Option Closing Date”)purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Additional Securities Shares (subject to such adjustments to eliminate fractional shares as the Representative you may determine) that bears the same proportion to the total number of Additional Securities Shares to be purchased on such Option Closing Date as the number of Firm Securities Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm SecuritiesShares. The Company hereby agrees that, without the prior written consent of Credit Suisse First Boston LLC on behalf of the Underwriters, it will not, during the period ending 90 days after the date of the Prospectus, (i) 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 Common Shares or any securities convertible into or exercisable or exchangeable for Common Shares, or (ii) 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 Shares, whether any such transaction described in clause (i) and (ii) above is to be settled by delivery of Common Shares or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Shares to be sold hereunder, (B) the issuance by the Company of Common Shares upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof of which the Underwriters have been advised in writing, (C) issuances of stock options, restricted stock or other awards granted pursuant to the Company’s employee equity incentive plan, non-employee directors’ equity incentive plan or non-employee directors' deferred compensation plan as described in the Prospectus; provided that such awards do not become exercisable or vest during such 90-day period, or (D) issuances by the Company of Common Shares in connection with the merger or amalgamation with, or acquisition of another corporation or entity or the acquisition of the assets or properties of any such corporation or entity and the related entry into a merger, amalgamation or acquisition agreement with respect to such merger, amalgamation or acquisition, so long as each of the recipients of the Common Shares agrees in writing prior to the consummation of any such transaction, pursuant to an instrument in form and substance reasonably satisfactory to Credit Suisse First Boston LLC, to be bound by the provisions of this paragraph for the remainder of such 90-day period as if such recipients were the Company, and the public announcements and related filings of registration statements with respect to any such issuances; provided that if the Company is unable to obtain signed, written lock-up agreements from the recipients of the Common Shares in connection with a merger, amalgamation or acquisition as described in clause (D) of this paragraph, then only the entry into the merger, amalgamation or acquisition agreement, the public announcement of such transaction and the related filing of a registration statement shall be permitted and not the related issuance of the Common Shares.

Agreements to Sell and Purchase. The Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the terms and conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company at $_____ a share (the respective numbers "PURCHASE PRICE") the number of Firm Shares and Firm Warrants set forth in Schedule I hereto opposite its the name at the combined purchase price of $1.0695 (the “Combined Purchase Price”), which shall be allocated at $0.9445 per Share (the “Share Purchase Price”) and $0.125 per Warrant (the “Warrant Purchase Price”)such Underwriter. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Underwriters the Additional SecuritiesShares, and the Underwriters shall have the a one-time right to purchase, severally and not jointly, (i) up to 1,392,392 750,000 Additional Shares at the Share Purchase Price. If the Representatives, and (ii) up to 696,196 Additional Warrants, at the Warrant Purchase Price, provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company and payable on the Firm Shares but not payable on such Additional Shares. The Representative may exercise this right on behalf of the Underwriters Underwriters, elect to exercise such option, the Representatives shall so notify the Company in whole or from time to time in part by giving written notice writing not later than 45 30 days after the date of this Agreement. Any exercise , which notice shall specify the number of Additional Securities Shares to be purchased by the Underwriters and the date on which such securities shares are to be purchased. Each purchase purchased (which date must be at least one business day after the written notice is given and may shall not be less than three business days following such notice, unless agreed to by both the Underwriters and the Company). Such date may be the same as the Closing Date (as defined below) but not earlier than the closing date for the Firm Securities or Closing Date nor later than ten business days after the date of such notice. Additional Securities Shares may be purchased as provided in Section ‎4 4 hereof solely for the purpose of covering sales of shares over-allotments made in excess of connection with the number offering of the Firm SecuritiesShares. On each day, if any, that If any Additional Securities Shares are to be purchased (an “Option Closing Date”)purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Additional Securities Shares (subject to such adjustments to eliminate fractional shares as the Representative Representatives may determine) that bears the same proportion to the total number of Additional Securities Shares to be purchased on such Option Closing Date as the number of Firm Securities Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm SecuritiesShares. The Company hereby agrees that, without the prior written consent of Morgxx Xxxnxxx & Xo. Incorporated on behalf of the Underwriters, it will not, during the period ending 90 days after the date of the final prospectus supplement included in the Prospectus, (i) register, 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, 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 (ii) 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 (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Shares to be sold hereunder, (B) the issuance by the Company of shares of Common Stock pursuant to, or the grant of options under the Company's existing stock option, employee benefit or dividend reinvestment plans or (C) the issuance of securities contemplated by the Debt Offering and PEPS Units Offering (as described in the Prospectus).

Agreements to Sell and Purchase. The Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the terms and conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company the respective numbers of Firm Shares and Firm Warrants set forth in on Schedule I hereto opposite its name (less, on a pro rata basis, the aggregate 1,200,000 Firm Shares sold to Sprott Resource Corp. and 4D Global Energy Advisors SAS which shall be purchased by the Underwriters from the Company at the combined purchase price of $1.0695 11.00 a share) at $10.2575 a share (the “Combined Purchase Price”), which shall be allocated at $0.9445 per Share (the “Share Purchase Price”) and $0.125 per Warrant (the “Warrant Purchase Price”). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Underwriters the Additional SecuritiesShares, and the Underwriters shall have the right to purchase, severally and not jointly, (i) up to 1,392,392 1,500,000 Additional Shares at the Share Purchase Price, and (ii) up to 696,196 Additional Warrants, at the Warrant Purchase Price, ; provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company and payable on the Firm Shares but not payable on such Additional Shares. The Representative You may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice not later than 45 30 days after the date of this Agreement. Any exercise notice shall specify the number of Additional Securities Shares to be purchased by the Underwriters and the date on which such securities shares are to be purchased. Each purchase date must be at least one business day after the written notice is given and may not be earlier than the closing date for the Firm Securities or Shares no later than ten 10 business days after the date of such notice. Additional Securities Shares may be purchased as provided in Section ‎4 4 hereof solely for the purpose of covering sales of shares over-allotments, if any, made in excess of connection with the number offering of the Firm SecuritiesShares. On each day, if any, that Additional Securities Shares are to be purchased (an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Securities Shares (subject to such adjustments to eliminate fractional shares as the Representative you may determine) that bears the same proportion to the total number of Additional Securities Shares to be purchased on such Option Closing Date as the number of Firm Securities Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm SecuritiesShares.

Agreements to Sell and Purchase. The Company Each Selling Shareholder, severally and not jointly, hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the terms and conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company the respective numbers of Firm Shares and Firm Warrants set forth in Schedule I hereto opposite its name at the combined purchase price of $1.0695 (the “Combined Purchase Price”), which shall be allocated such Selling Shareholder at $0.9445 22.18125 per Share (the “Share Purchase Price”) and $0.125 per Warrant the number of Firm Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the “Warrant Purchase Price”)same proportion to the number of Firm Shares to be sold by such Selling Shareholder as the number of Firm Shares set forth in Schedule II hereto opposite the name of such Underwriter bears to the total number of Firm Shares. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees Selling Shareholders agree to sell to the Underwriters the Additional SecuritiesShares, and the Underwriters shall have the right to purchase, severally and not jointly, (i) up to 1,392,392 2,425,399 Additional Shares at the Share Purchase Price, and (ii) up to 696,196 Additional Warrants, at the Warrant Purchase PricePrice per Share, provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company and payable on the Firm Shares but not payable on such Additional Shares. The Representative You may exercise this right on behalf of the Underwriters Underwriters, in whole or from time to time in part part, by giving written notice not later than 45 30 days after the date of this Agreement. Any exercise notice shall specify the number of Additional Securities Shares to be purchased by the Underwriters and the date on which such securities Additional Shares are to be purchased. Each purchase date must be at least two business days (or, if the purchase date is the Firm Closing Date, at least one business day day) after the written notice is given and may not be earlier than the closing date for the Firm Securities or Shares nor later than ten business days after the date of such notice. Additional Securities may be purchased as provided in Section ‎4 hereof solely for the purpose of covering sales of shares in excess of the number of the Firm Securities. On each day, if any, that Additional Securities Shares are to be purchased (an “Option Closing Date” and, together with the Firm Closing Date (as defined in Section 5), the “Closing Dates” and each a “Closing Date”), each Selling Shareholder, severally and not jointly, agrees to sell to the several Underwriters, and each Underwriter agrees, severally and not jointly, to purchase from such Selling Shareholder the number of Additional Securities Shares (subject to such adjustments to eliminate fractional shares as the Representative you may determine) that bears the same proportion to the total number of Additional Securities Shares to be purchased sold by such Selling Shareholder on such Option Closing Date as the number of Firm Securities Shares set forth in Schedule I II hereto opposite the name of such Underwriter bears to the total number of Firm SecuritiesShares. The number of Additional Shares to be sold by a Selling Shareholder on an Option Closing Date shall be the number of Additional Shares that bears the same proportion to the total number of Additional Shares to be sold on such Option Closing Date as the number of Additional Shares set forth in Schedule I hereto opposite the name of such Selling Shareholder bears to the total number of Additional Shares set forth therein. The Company and each Selling Shareholder that has not executed and delivered a “lock-up” letter substantially in the form set out in Exhibit A (each, a “Specified Party”) hereby agrees that, without the prior written consent of the Underwriters, it will not, during the period of time set forth opposite such Specified Party’s name, as applicable, on Schedule IV hereto after the date of the Prospectus (the “Restricted Period”), (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 the Company beneficially owned (as such term is used in Rule 13d-3 under the Exchange Act) (or any other securities so owned convertible into or exercisable or exchangeable for shares of the Company) 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 shares of the Company or any other securities convertible into or exercisable or exchangeable for shares of the Company, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of shares of the Company or such other securities, in cash or otherwise, or (3) file any registration statement with the Commission relating to the offering of any shares of the Company or any security convertible into or exercisable or exchangeable for shares of the Company. The restrictions contained in the preceding paragraph shall not apply to (a) the Shares to be sold hereunder, (b) the issuance by the Company of shares of the Company upon the exercise of an equity award or warrant or the conversion of a security outstanding on the date hereof as disclosed in the Prospectus or of which the Underwriters have been advised in writing, (c) transactions by a Selling Shareholder relating to shares of the Company or other securities acquired in open market transactions after the completion of the offering of the Shares, provided that no filing under the Exchange Act shall be required or shall be voluntarily made in connection with subsequent sales of shares of the Company or other securities acquired in such open market transactions; (d) transfers by a Selling Shareholder of shares of the Company or any security convertible into or exercisable or exchangeable for shares of the Company as a bona fide gift, (e) distributions by a Selling Shareholder of shares of the Company or any security convertible into or exercisable or exchangeable for shares of the Company to limited partners or stockholders of such Selling Shareholder; provided that in the case of any transfer or distribution pursuant to clause (d) or (e), (i) each donee or distributee shall sign and deliver a lock-up letter substantially in the form of this provision and (ii) no filing under the Exchange Act, reporting a reduction in beneficial ownership of shares of the Company, shall be required or shall be voluntarily made during the Restricted Period referred to in the foregoing sentence, or (f) the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act for the transfer of shares of the Company, provided that such plan does not provide for the transfer of shares of the Company during the Restricted Period and no public announcement or filing under the Exchange Act regarding the establishment of such plan shall be required of or voluntarily made by or on behalf of such Specified Party. In addition, each Selling Shareholder agrees that, without the prior written consent of the Underwriters, it will not, during the applicable Restricted Period, other than in connection with the offering contemplated hereby, (1) make any demand for or exercise any right or file or cause to be filed a registration statement, including any amendments thereto, with respect to the registration of any shares of the Company or any security convertible into or exercisable or exchangeable for shares of the Company, or (2) publicly disclose the intention to do any of the foregoing. Each Selling Shareholder also agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of any shares of the Company held by such Selling Shareholder except in compliance with the foregoing restrictions. Additionally, the Company agrees that, without the prior written consent of the Underwriters, it will not (i) waive any lock-up provisions of any agreements between the Company and any of its shareholders or release any of its shareholders from lock-up agreements between the Company and such shareholders prior to the expiration of the terms of such lock-up provisions or agreements and (ii) grant during the 90-day restricted period any shares of the Company to directors who have not executed and delivered a “lock-up” letter substantially in the form of Exhibit A or cause or permit any options over shares of the Company granted to such directors to vest or become exercisable during such period.

Agreements to Sell and Purchase. The Company Each Seller, severally and not jointly, hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the terms and conditions hereinafter stated, agrees, severally and not jointly, to purchase from such Seller at $38.68 a share (the Company "Purchase Price") the respective numbers number of Firm Shares and (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the number of Firm Warrants Shares to be sold by such Seller as the number of Firm Shares set forth in Schedule I hereto opposite its the name at of such Underwriter bears to the combined purchase price total number of $1.0695 (the “Combined Purchase Price”), which shall be allocated at $0.9445 per Share (the “Share Purchase Price”) and $0.125 per Warrant (the “Warrant Purchase Price”)Firm Shares. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company MDP agrees to sell to the Underwriters the Additional SecuritiesShares, and the Underwriters shall have the a one-time right to purchase, severally and not jointly, (i) up to 1,392,392 10,500,000 Additional Shares at the Share Purchase Price. If you, and (ii) up to 696,196 Additional Warrants, at the Warrant Purchase Price, provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company and payable on the Firm Shares but not payable on such Additional Shares. The Representative may exercise this right on behalf of the Underwriters Underwriters, elect to exercise such option, you shall so notify MDP and the Company in whole or from time to time in part by giving written notice writing not later than 45 30 days after the date of this Agreement. Any exercise , which notice shall specify the number of Additional Securities Shares to be purchased by the Underwriters and the date on which such securities shares are to be purchased. Each purchase Such date must may be at least one business day after the written notice is given and may same as the Closing Date (as defined below) but not be earlier than the closing date for the Firm Securities or Closing Date nor later than ten five business days after the date of such notice. Additional Securities Shares may be purchased as provided in Section ‎4 5 hereof solely for the purpose of covering sales of shares over- allotments made in excess of connection with the number offering of the Firm SecuritiesShares. On each day, if any, that If any Additional Securities Shares are to be purchased (an “Option Closing Date”)purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Additional Securities Shares (subject to such adjustments to eliminate fractional shares as the Representative you may determine) that bears the same proportion to the total number of Additional Securities Shares to be purchased on such Option Closing Date as the number of Firm Securities Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm SecuritiesShares. The Company hereby agrees that, without the prior written consent of Xxxxxx Xxxxxxx & Co. Incorporated on behalf of the Underwriters, it will not, during the period ending 90 days after the date of this Agreement, (i) 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 (ii) 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 (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The Selling Shareholders hereby agree that, without the prior written consent of Xxxxxx Xxxxxxx & Co. Incorporated on behalf of the Underwriters, they and their respective subsidiaries (other than the Company) will not, during the period ending 90 days after the date of this Agreement, (i) 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 (ii) 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 (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The two foregoing sentences shall not apply to (A) the Shares to be sold hereunder, (B) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or any convertible security outstanding on the date hereof of which the Underwriters have been advised in writing, (C) transactions by any person other than the Company relating to shares of Common Stock or other securities acquired in open market transactions after the completion of the offering of the Shares, (D) the issuance by the Company of up to 8,100,000 shares of Common Stock in connection with acquisitions or other strategic transactions, provided these shares of Common Stock are subject to the lock-up restrictions described in this paragraph, (E) the issuance by the Company of shares of Common Stock or options to purchase Common Stock to the Company's employees pursuant to the Company's stock option plan and employee stock purchase plan described in the Prospectus, or (F) the issuance by the Company to AHP of shares of Common Stock on a quarterly basis pursuant to the provisions of the Governance Agreement. In addition, the Selling Shareholders, agree that, without the prior written consent of Xxxxxx Xxxxxxx & Co. Incorporated on behalf of the Underwriters, they will not, during the period ending 90 days after the date of this Agreement, 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.

Agreements to Sell and Purchase. The Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the terms and conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company the respective numbers number of Firm Shares and Firm Warrants set forth in Schedule I hereto opposite its name at the combined purchase price of $1.0695 $ . a share (the “Combined "Purchase Price”), which shall be allocated at $0.9445 per Share (the “Share Purchase Price”) and $0.125 per Warrant (the “Warrant Purchase Price”"). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to issue and sell to the Underwriters the Additional SecuritiesShares, and the Underwriters shall have the a one-time right to purchase, severally and not jointly, (i) up to 1,392,392 1,050,000 Additional Shares at the Share Purchase Price. If you, and (ii) up to 696,196 Additional Warrants, at the Warrant Purchase Price, provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company and payable on the Firm Shares but not payable on such Additional Shares. The Representative may exercise this right on behalf of the Underwriters Underwriters, elect to exercise such option, you shall so notify the Company in whole or from time to time in part by giving written notice writing not later than 45 30 days after the date of this Agreement. Any exercise , which notice shall specify the number of Additional Securities Shares to be purchased by the Underwriters and the date on which such securities shares are to be purchased. Each purchase Such date must may be at least one business day after the written notice is given and may same as the Closing Date (as defined below) but not be earlier than the closing date for the Firm Securities or Closing Date nor later than ten business days after the date of such notice. Additional Securities Shares may be purchased as provided in this Section ‎4 hereof 2 solely for the purpose of covering sales of shares over-allotments made in excess of connection with the number offering of the Firm SecuritiesShares. On each day, if any, that If any Additional Securities Shares are to be purchased (an “Option Closing Date”)purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Additional Securities Shares (subject to such adjustments to eliminate fractional shares as the Representative you may determine) that bears the same proportion to the total number of Additional Securities Shares to be purchased on such Option Closing Date as the number of Firm Securities Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm SecuritiesShares. The Company hereby agrees that, without the prior written consent of Xxxxxx Xxxxxx Partners LLC on behalf of the Underwriters, it will not, during the period ending 90 days after the date of the Prospectus, (i) 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 (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of Common Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, m cash or otherwise. The foregoing sentence shall not apply to (A) the Shares to be sold hereunder, (B) transactions relating to shares of Common Stock or other securities acquired in open market transactions after the completion of the public offering of the shares, (C) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof as described in the Registration Statement or of which the Underwriters have been advised in writing, (D) the grant of options to purchase Common Stock pursuant to the 1996 Stock Incentive Plan, (E) the issuance by the Company of shares of Common Stock pursuant to the 1996 Employee Stock Purchase Plan, (F) the issuance by the Company of shares of Common Stock pursuant to the [2001 Nonstatutory Stock Option Plan] (G) [rights issued pursuant to the Company's Preferred Shares Rights Agreement dated July 15, 1998, as amended], and (H) the issuance by the Company of Common Stock or securities convertible into or exchangeable for Common stock in connection with mergers or the acquisition of securities, businesses, property or other assets.

Agreements to Sell and Purchase. The Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the terms and conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company the respective numbers of Firm Shares and Firm Warrants set forth in Schedule I hereto opposite its name at the combined purchase price of $1.0695 32.81 a share (the “Combined Purchase Price”), which shall be allocated at $0.9445 per Share (the “Share Purchase Price”) and $0.125 per Warrant (the “Warrant Purchase Price”). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Underwriters the Additional SecuritiesShares, and the Underwriters shall have the a one-time right to purchase, severally and not jointly, (i) up to 1,392,392 1,950,000 Additional Shares at the Share Purchase Price. If you, and (ii) up to 696,196 Additional Warrants, at the Warrant Purchase Price, provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company and payable on the Firm Shares but not payable on such Additional Shares. The Representative may exercise this right on behalf of the Underwriters Underwriters, elect to exercise such option, you shall so notify the Company in whole or from time to time in part by giving written notice writing not later than 45 30 days after the date of this Agreement. Any exercise , which notice shall specify the number of Additional Securities Shares to be purchased by the Underwriters and the date on which such securities shares are to be purchased. Each purchase Such date must may be at least one business day after the written notice is given and may same as the Closing Date (as defined below) but not be earlier than the closing date for the Firm Securities or Closing Date nor later than ten business days after the date of such notice. Additional Securities Shares may be purchased as provided in Section ‎4 4 hereof solely for the purpose of covering sales of shares over-allotments made in excess of connection with the number offering of the Firm SecuritiesShares. On each day, if any, that If any Additional Securities Shares are to be purchased (an “Option Closing Date”)purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Additional Securities Shares (subject to such adjustments to eliminate fractional shares as the Representative you may determine) that bears the same proportion to the total number of Additional Securities Shares to be purchased on such Option Closing Date as the number of Firm Securities Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm SecuritiesShares. The Company hereby agrees that, without the prior written consent of Xxxxxx Xxxxxxx on behalf of the Underwriters, it will not, during the period ending 90 days after the date of the Prospectus Supplement, (i) 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 (ii) 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 (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Shares to be sold hereunder, (B) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof of which the Underwriters have been advised in writing, (C) the issuance of Common Stock or the grant of an option to purchase Common Stock under our stock plans described in the Prospectus or (D) the issuance of Common Stock in connection with the acquisition of, or a joint venture with, another company if recipients of the Common Stock agree to be bound for 90 days after the date of the Prospectus Supplement by the restrictions contained in this paragraph, and the filing of a registration statement with respect thereto, or (E) transactions by any person other than us, relating to shares of Common Stock or other securities acquired in open market or other transactions after the completion of this offering.

Agreements to Sell and Purchase. The Company Partnership hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the terms and conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company Partnership the respective numbers number of Firm Shares and Firm Warrants Units set forth in Schedule I hereto opposite its name name, at the combined purchase price of $1.0695 _________ a Unit (the “Combined "Purchase Price”), which shall be allocated at $0.9445 per Share (the “Share Purchase Price”) and $0.125 per Warrant (the “Warrant Purchase Price”"). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company Partnership agrees to sell to the Underwriters the Additional SecuritiesUnits, and the Underwriters shall have the a one-time right to purchase, severally and not jointly, (i) up to 1,392,392 1,281,000 Additional Shares Units at the Share Purchase Price. If you, and (ii) up to 696,196 Additional Warrants, at the Warrant Purchase Price, provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company and payable on the Firm Shares but not payable on such Additional Shares. The Representative may exercise this right on behalf of the Underwriters Underwriters, elect to exercise such option, you shall so notify the Partnership in whole or from time to time in part by giving written notice writing not later than 45 30 days after the date of this Agreement. Any exercise , which notice shall specify the number of Additional Securities Units to be purchased by the Underwriters and the date on which such securities Units are to be purchased. Each purchase Such date must may be at least one business day after the written notice is given and may same as the Closing Date (as defined below) but not be earlier than the closing date for the Firm Securities or Closing Date nor later than ten business days after the date of such notice. Additional Securities Units may be purchased as provided in Section ‎4 4 hereof solely for the purpose of covering sales of shares over-allotments made in excess of connection with the number offering of the Firm SecuritiesUnits. On each day, if any, that If any Additional Securities Units are to be purchased (an “Option Closing Date”)purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Additional Securities Units (subject to such adjustments to eliminate fractional shares as the Representative you may determine) that bears the same proportion to the total number of Additional Securities Units to be purchased on such Option Closing Date as the number of Firm Securities Units set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm SecuritiesUnits. Each of the Partnership, the Managing General Partner and the Special General Partner hereby agrees that, without the prior written consent of Xxxxxx Xxxxxxx & Co. Incorporated on behalf of the Underwriters, it will not, during the period ending 180 days after the date of the Prospectus, (i) offer, issue, 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 or otherwise transfer or dispose of, directly or indirectly, any Common Units, Subordinated Units or any securities convertible into or exercisable or exchangeable for Common Units or Subordinated Units or (ii) 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 Units or such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Units or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Units to be sold hereunder, (B) the Subordinated Units to be issued on the Option Closing Date as provided in the Partnership Agreement, (C) issuances of Common Units pursuant to employee benefit plans described in the Prospectus, (D) the issuance of Common Units in connection with Acquisitions or Capital Improvements (each as defined in the Partnership Agreement) or (E) the issuance of Common Units and Subordinated Units to the Managing General Partner and the Special General Partner in connection with the Transactions; provided that the Subordinated Units may be transferred without such consent to an affiliate of the Managing General Partner who agrees to be bound by the transfer restrictions contained in this paragraph.

Agreements to Sell and Purchase. The Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the terms and conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company the respective numbers of Firm Shares and Firm Warrants set forth in Schedule I hereto opposite its name names at the combined purchase price of $1.0695 U.S.$38.95 a share (the “Combined "Purchase Price”), which shall be allocated at $0.9445 per Share (the “Share Purchase Price”) and $0.125 per Warrant (the “Warrant Purchase Price”"). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Underwriters the Additional SecuritiesShares, and the Underwriters shall have the a one-time right to purchase, severally and not jointly, (i) up to 1,392,392 720,000 Additional Shares at the Share Purchase Price. If you, and (ii) up to 696,196 Additional Warrants, at the Warrant Purchase Price, provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company and payable on the Firm Shares but not payable on such Additional Shares. The Representative may exercise this right on behalf of the Underwriters Underwriters, elect to exercise such option, you shall so notify the Company in whole or from time to time in part by giving written notice writing not later than 45 30 days after the date of this Agreement. Any exercise , which notice shall specify the number of Additional Securities Shares to be purchased by the Underwriters and the date on which such securities shares are to be purchased. Each purchase Such date must may be at least one the same as the Closing Date (as defined below) but not earlier than the Closing Date or the fourth business day after the written notice is given and may not be earlier date of such notice, nor later than the closing date for the Firm Securities or later than ten tenth business days day after the date of such notice. Additional Securities Shares may be purchased as provided in Section ‎4 4 hereof solely for the purpose of covering sales of shares over-allotments made in excess of connection with the number offering of the Firm SecuritiesShares. On each day, if any, that If any Additional Securities Shares are to be purchased (an “Option Closing Date”)purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Additional Securities Shares (subject to such adjustments to eliminate fractional shares as the Representative you may determine) that bears the same proportion to the total number of Additional Securities Shares to be purchased on such Option Closing Date as the number of Firm Securities Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm SecuritiesShares. The Company hereby agrees that, without the prior written consent of Xxxxxx Xxxxxxx & Co. Incorporated on behalf of the Underwriters, it will not, during the period ending 90 days after the date of the Prospectus, (i) 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 (ii) 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 (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Shares to be sold hereunder, (B) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof of which the Underwriters have been advised in writing, or (C) the grant of options to purchase Common Stock pursuant to the Company's equity-based compensation plans described in the Prospectus, provided that such options are not exercisable within such 90 day period. Notwithstanding the foregoing, the Company may issue shares of Common Stock, or any securities convertible into or exercisable or exchangeable for Common Stock, as full or partial consideration in connection with any future acquisitions of companies or businesses by the Company or investments in the Company by collaborators that also simultaneously enter into agreements with the Company regarding the use of the Company's technologies, services or discoveries by such collaborator, provided that the number of shares of Common Stock so issued, together with any shares of Common Stock issuable upon conversion, exercise or exchange of such securities, does not exceed an aggregate of 3,500,000 shares of Common Stock and provided further that the persons to whom such securities are issued execute a "lock-up" agreement substantially in the form of Exhibit A covering the period ending 365 days after the date of the Prospectus.

Agreements to Sell and Purchase. The Company Each Selling Shareholder, severally and not jointly, hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the terms and conditions hereinafter stated, agrees, severally and not jointly, to purchase from such Selling Shareholder at $____ a share (the Company "Purchase Price"), the respective numbers number of Firm Shares and (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the number of Firm Warrants Shares to be sold by such Selling Shareholder as the number of Firm Shares set forth in Schedule I II or Schedule III hereto opposite its the name at of such Underwriter bears to the combined purchase price total number of $1.0695 (the “Combined Purchase Price”), which shall be allocated at $0.9445 per Share (the “Share Purchase Price”) and $0.125 per Warrant (the “Warrant Purchase Price”)Firm Shares. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees each Selling Shareholder agrees, severally and not jointly, to sell to the U.S. Underwriters the number of Additional Securities, Shares set forth opposite such Selling Shareholder's name in Schedule I hereto under the heading "Number of Additional Shares To Be Sold," and the U.S. Underwriters shall have the a one-time right to purchase, severally and not jointly, (i) up to 1,392,392 637,500 Additional Shares at the Share Purchase Price. If the U.S. Representatives, and (ii) up to 696,196 Additional Warrants, at the Warrant Purchase Price, provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company and payable on the Firm Shares but not payable on such Additional Shares. The Representative may exercise this right on behalf of the Underwriters U.S. Underwriters, elect to exercise such option, the U.S. Representatives shall so notify the Company and the Selling Shareholders in whole or from time to time in part by giving written notice writing not later than 45 30 days after the date of this Agreement. Any exercise , which notice shall specify the number of Additional Securities Shares to be purchased by the U.S. Underwriters and the date on which such securities shares are to be purchasedpurchased which date shall be subject to the approval of the Company, such approval not to be unreasonably withheld. Each purchase Such date must may be at least one business day after the written notice is given and may same as the Closing Date but not be earlier than the closing date for the Firm Securities or Closing Date nor later than ten business days after the date of such notice. Additional Securities Shares may be purchased as provided in Section ‎4 5 hereof solely for the purpose of covering sales of shares over-allotments made in excess of connection with the number offering of the Firm SecuritiesShares. On each day, if any, that If any Additional Securities Shares are to be purchased (an “Option Closing Date”)purchased, each U.S. Underwriter agrees, severally and not jointly, to purchase the number of Additional Securities Shares (subject to such adjustments to eliminate fractional shares as the Representative you may determine) that bears the same proportion to the total number of Additional Securities Shares to be purchased on such Option Closing Date as the number of Firm Securities Shares set forth in Schedule I II hereto opposite the name of such Underwriter bears to the total number of Firm SecuritiesShares. The Additional Shares to be purchased by the U.S. Underwriters hereunder and the U.S. Firm Shares are hereinafter referred to as "U.S. Shares." The Company covenants and agrees that this Agreement constitutes the notice required on behalf of each Selling Shareholder by Article Fourth, Section A(4)(C) of the Amended and Restated Certificate of Incorporation of the Company, on behalf of such Selling Shareholder, to convert into Voting Common Stock, as of the Closing Date or the Option Closing Date, that number of shares of Nonvoting Common Stock equal to the lesser of (i) the number of shares of Nonvoting Common Stock held by such Selling Shareholder at such time and (ii) the number of Firm Shares or Additional Shares, as applicable, to be sold by such Selling Shareholder hereunder on such date, and that such conversion shall be effective on and as of the Closing Date or the Option Closing Date, as applicable, and that the Company will deliver such shares of Voting Common Stock to the Underwriters on and as of the Closing Date or the Option Closing Date, as the case may be. The Company hereby agrees that, without the prior written consent of Xxxxxx Xxxxxxx & Co. Incorporated on behalf of the Underwriters, it will not, during the period ending 90 days after the date of the Prospectus, (i) 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 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 (whether such shares or any such securities are now owned by the Company or are hereafter acquired) or (ii) enter into any swap or other agreement 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 (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the issuance by the Company of any shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof of which the U.S. Representatives have been advised in writing or (B) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit plans of the Company, including, without limitation, the Company's Stock Incentive Plan (as defined in the Prospectus).

Agreements to Sell and Purchase. The Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the terms and conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company the respective numbers of Firm Shares and Firm Warrants set forth in Schedule I hereto opposite its name at the combined purchase price of $1.0695 22.1178 a share (the “Combined Purchase Price”), which shall be allocated at $0.9445 per Share (the “Share Purchase Price”) and $0.125 per Warrant (the “Warrant Purchase Price”"PURCHASE PRICE"). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Underwriters the Additional Securities, Shares and the Underwriters shall have the a one-time right to purchase, severally and not jointly, (i) on a pro-rata basis from the Company up to 1,392,392 516,684 Additional Shares at the Share Purchase Price. If you, and (ii) up to 696,196 Additional Warrants, at the Warrant Purchase Price, provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company and payable on the Firm Shares but not payable on such Additional Shares. The Representative may exercise this right on behalf of the Underwriters Underwriters, elect to exercise such option, you shall so notify the Company in whole or from time to time in part by giving written notice writing not later than 45 30 days after the date of this Agreement. Any exercise , which notice shall specify the number of Additional Securities Shares to be purchased by the Underwriters and the date on which such securities shares are to be purchased. Each purchase Such date must may be at least one business day after the written notice is given and may same as the Closing Date (as defined below) but not be earlier than the closing date for the Firm Securities or Closing Date nor later than ten business days after the date of such notice. Additional Securities Shares may be purchased as provided in Section ‎4 4 hereof solely for the purpose of covering sales of shares over-allotments made in excess of connection with the number offering of the Firm SecuritiesShares. On each day, if any, that If any Additional Securities Shares are to be purchased (an “Option Closing Date”)purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Additional Securities Shares (subject to such adjustments to eliminate fractional shares as the Representative you may determine) that bears the same proportion to the total number of Additional Securities Shares to be purchased on such Option Closing Date as the number of Firm Securities Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm SecuritiesShares. The Company hereby agrees that, without the prior written consent of Morgan Stanley & Co. Incorporated on behalf of the Underwriters, it wixx xxx, xxxxxx the period ending 90 days after the date of the Prospectus, (i) 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, provided that the Company may grant options under the Company's existing plans to employees who are not officers or directors of the Company, or (ii) 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 (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Shares to be sold hereunder, (B) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof of which the Underwriters have been advised in writing or (C) transactions by any person other than the Company in shares of Common Stock or other securities that in either case were acquired in open market transactions after the completion of the offering of the Shares.

Agreements to Sell and Purchase. The Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the terms and conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company the respective numbers of Firm Shares and Firm Warrants set forth in Schedule I hereto opposite its name at the combined purchase price of $1.0695 ______ a share (the “Combined Purchase Price”), which shall be allocated at $0.9445 per Share (the “Share Purchase Price”) and $0.125 per Warrant (the “Warrant Purchase Price”"PURCHASE PRICE"). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Underwriters the Additional SecuritiesShares, and the Underwriters shall have the a one-time right to purchase, severally and not jointly, (i) up to 1,392,392 450,000 Additional Shares at the Share Purchase Price. If you, and (ii) up to 696,196 Additional Warrants, at the Warrant Purchase Price, provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company and payable on the Firm Shares but not payable on such Additional Shares. The Representative may exercise this right on behalf of the Underwriters Underwriters, elect to exercise such option, you shall so notify the Company in whole or from time to time in part by giving written notice writing not later than 45 30 days after the date of this Agreement. Any exercise , which notice shall specify the number of Additional Securities Shares to be purchased by the Underwriters and the date on which such securities shares are to be purchased. Each purchase Such date must may be at least one business day after the written notice is given and may same as the Closing Date (as defined below) but not be earlier than the closing date for the Firm Securities or Closing Date nor later than ten business days after the date of such notice. Additional Securities Shares may be purchased as provided in Section ‎4 4 hereof solely for the purpose of covering sales of shares over-allotments made in excess of connection with the number offering of the Firm SecuritiesShares. On each day, if any, that If any Additional Securities Shares are to be purchased (an “Option Closing Date”)purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Additional Securities Shares (subject to such adjustments to eliminate fractional shares as the Representative you may determine) that bears the same proportion to the total number of Additional Securities Shares to be purchased on such Option Closing Date as the number of Firm Securities Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Securities.Shares. The Company hereby agrees that, without the prior written consent of Morgxx Xxxnxxx xx behalf of the Underwriters, it will not, during the period ending 180 days after the date of the Prospectus, (i) 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 (ii) 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 (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Shares to be sold hereunder, (B) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof that is described in the

Agreements to Sell and Purchase. The Company hereby agrees to issue and sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the terms and conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company at $[ ] per share (the "Purchase Price") the respective numbers of Firm Shares and Firm Warrants set forth in Schedule I hereto opposite its the name at the combined purchase price of $1.0695 (the “Combined Purchase Price”), which shall be allocated at $0.9445 per Share (the “Share Purchase Price”) and $0.125 per Warrant (the “Warrant Purchase Price”)such Underwriter. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Underwriters the Additional SecuritiesShares, and the Underwriters shall have the a one-time right to purchase, severally and not jointly, (i) up to 1,392,392 [ ] Additional Shares at the Share Purchase Price. If you, and (ii) up to 696,196 Additional Warrants, at the Warrant Purchase Price, provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company and payable on the Firm Shares but not payable on such Additional Shares. The Representative may exercise this right on behalf of the Underwriters Underwriters, elect to exercise such option, you shall so notify the Company in whole or from time to time in part by giving written notice writing not later than 45 30 days after the date of this Agreement. Any exercise , which notice shall specify the number of Additional Securities Shares to be purchased by the Underwriters and the date on which such securities shares are to be purchased. Each purchase Such date must may be at least one business day after the written notice is given and may same as the Closing Date (as defined below) but not be earlier than the closing date for the Firm Securities or Closing Date nor later than ten business days after the date of such notice. Additional Securities Shares may be purchased as provided in Section ‎4 4 hereof solely for the purpose of covering sales of shares over-allotments made in excess of connection with the number offering of the Firm SecuritiesShares. On each day, if any, that If any Additional Securities Shares are to be purchased (an “Option Closing Date”)purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Additional Securities Shares (subject to such adjustments to eliminate fractional shares as the Representative you may determine) that bears the same proportion to the total number of Additional Securities Shares to be purchased on such Option Closing Date as the number of Firm Securities Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm SecuritiesShares. The Company hereby agrees that, without the prior written consent of Xxxxxx Xxxxxxx & Co. Incorporated on behalf of the Underwriters, it will not, during the period ending [ ] days after the date of the Prospectus, (i) 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 (ii) 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 (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the sale of the Shares hereunder or (B) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof of which the Underwriters have been advised in writing.

Agreements to Sell and Purchase. The Company Selling Shareholder hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the terms and conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company Selling Shareholder the respective numbers number of Firm Shares and Firm Warrants set forth in Schedule I II hereto opposite its name at the combined purchase price of $1.0695 (the “Combined Purchase Price”), which shall be allocated at $0.9445 US$11.76 per American Depositary Share (the “Share Purchase Price”) and $0.125 per Warrant (the “Warrant Purchase Price”). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company hereby agrees to sell to the Underwriters the Additional SecuritiesShares, and the Underwriters shall have the right to purchase, severally and not jointly, (i) up to 1,392,392 2,062,950 Additional Shares in the form of 1,031,475 American Depositary Shares at the Share Purchase Price, and (ii) up to 696,196 Additional Warrants, at the Warrant Purchase Price, provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company and payable on the Firm Shares but not payable on such Additional Shares. The Representative Representatives may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice not later than 45 30 days after the date of this Agreement. Any exercise notice shall specify the number of Additional Securities Shares to be purchased by the Underwriters and the date on which such securities shares are to be purchased. Each purchase date must be at least one two business day days after the written notice is given and may not be earlier than the closing date for the Firm Securities or Shares nor later than ten business days after the date of such notice. Additional Securities may be purchased as provided in Section ‎4 hereof solely for the purpose of covering sales of shares in excess of the number of the Firm Securities. On each day, if any, that Additional Securities Shares are to be purchased (an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Securities Shares (subject to such adjustments to eliminate fractional shares as the Representative Representatives may determine) that bears the same proportion to the total number of Additional Securities Shares to be purchased on such Option Closing Date as the number of Firm Securities Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm SecuritiesShares.

Agreements to Sell and Purchase. The Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the terms and conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company the respective numbers of Firm Shares and Firm Warrants set forth in Schedule I hereto opposite its name at the combined purchase price of $1.0695 _______ a share (the “Combined Purchase Price”), which shall be allocated at $0.9445 per Share (the “Share Purchase Price”) and $0.125 per Warrant (the “Warrant Purchase Price”"PURCHASE PRICE"). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Underwriters the Additional SecuritiesShares, and the Underwriters shall have the a one-time right to purchase, severally and not jointly, (i) up to 1,392,392 __________ Additional Shares at the Share Purchase Price. If you, and (ii) up to 696,196 Additional Warrants, at the Warrant Purchase Price, provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company and payable on the Firm Shares but not payable on such Additional Shares. The Representative may exercise this right on behalf of the Underwriters Underwriters, elect to exercise such option, you shall so notify the Company in whole or from time to time in part by giving written notice writing not later than 45 30 days after the date of this Agreement. Any exercise , which notice shall specify the number of Additional Securities Shares to be purchased by the Underwriters and the date on which such securities shares are to be purchased. Each purchase Such date must may be at least one business day after the written notice is given and may same as the Closing Date (as defined below) but not be earlier than the closing date for the Firm Securities or Closing Date nor later than ten business days after the date of such notice. Additional Securities Shares may be purchased as provided in Section ‎4 4 hereof solely for the purpose of covering sales of shares over-allotments made in excess of connection with the number offering of the Firm SecuritiesShares. On each day, if any, that If any Additional Securities Shares are to be purchased (an “Option Closing Date”)purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Additional Securities Shares (subject to such adjustments to eliminate fractional shares as the Representative you may determine) that bears the same proportion to the total number of Additional Securities Shares to be purchased on such Option Closing Date as the number of Firm Securities Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm SecuritiesShares. The Company hereby agrees that, without the prior written consent of Morgxx Xxxnxxx & Xo. Incorporated on behalf of the Underwriters, it will not, during the period ending 180 days after the date of the Prospectus, (i) 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 (ii) 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 (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Shares to be sold hereunder, (B) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof of which the Underwriters have been advised in writing or (C) any securities issued, granted or exercised under the Company's employee benefit plans.

Agreements to Sell and Purchase. The Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the terms and conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company the respective numbers of Firm Shares and Firm Warrants set forth in Schedule I hereto opposite its name at the combined purchase price of $1.0695 ______ a share (the “Combined Purchase Price”), which shall be allocated at $0.9445 per Share (the “Share Purchase Price”) and $0.125 per Warrant (the “Warrant Purchase Price”"PURCHASE PRICE"). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Underwriters the Additional SecuritiesShares, and the Underwriters shall have the a one-time right to purchase, severally and not jointly, (i) up to 1,392,392 2,250,000 Additional Shares at the Share Purchase Price. If you, and (ii) up to 696,196 Additional Warrants, at the Warrant Purchase Price, provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company and payable on the Firm Shares but not payable on such Additional Shares. The Representative may exercise this right on behalf of the Underwriters Underwriters, elect to exercise such option, you shall so notify the Company in whole or from time to time in part by giving written notice writing not later than 45 30 days after the date of this Agreement. Any exercise , which notice shall specify the number of Additional Securities Shares to be purchased by the Underwriters and the date on which such securities shares are to be purchased. Each purchase Such date must may be at least one business day after the written notice is given and may same as the Closing Date (as defined below) but not be earlier than the closing date for the Firm Securities or Closing Date nor later than ten business days after the date of such notice. Additional Securities Shares may be purchased as provided in Section ‎4 4 hereof solely for the purpose of covering sales of shares over-allotments made in excess of connection with the number offering of the Firm SecuritiesShares. On each day, if any, that If any Additional Securities Shares are to be purchased (an “Option Closing Date”)purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Additional Securities Shares (subject to such adjustments to eliminate fractional shares as the Representative you may determine) that bears the same proportion to the total number of Additional Securities Shares to be purchased on such Option Closing Date as the number of Firm Securities Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm SecuritiesShares. The Company hereby agrees that, without the prior written consent of Xxxxxx Xxxxxxx on behalf of the Underwriters, it will not, during the period ending 180 days after the date of the Prospectus, (i) 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 (ii) enter 8 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 (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Shares to be sold hereunder, (B) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof of which the Underwriters have been advised in writing, (C) the issuance of Common Stock or the grant of an option to purchase Common Stock under our stock plans described in the Prospectus, (D) the issuance of Common Stock in connection with the acquisition of another company if recipients of the Common Stock agree to be bound for 180 days by the restrictions contained in this paragraph, and the filing of a registration statement with respect thereto, or (E) transactions by any person other than us, relating to shares of Common Stock or other securities acquired in open market or other transactions after the completion of this offering.

Agreements to Sell and Purchase. The Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the terms and conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company the respective numbers of Firm Shares and Firm Warrants set forth in Schedule I hereto opposite its name at the combined purchase price of $1.0695 ______ a share (the “Combined Purchase Price”), which shall be allocated at $0.9445 per Share (the “Share Purchase Price”) and $0.125 per Warrant (the “Warrant Purchase Price”"PURCHASE PRICE"). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Underwriters the Additional SecuritiesShares, and the Underwriters shall have the a one-time right to purchase, severally and not jointly, (i) up to 1,392,392 _______________ Additional Shares at the Share Purchase Price. If you, and (ii) up to 696,196 Additional Warrants, at the Warrant Purchase Price, provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company and payable on the Firm Shares but not payable on such Additional Shares. The Representative may exercise this right on behalf of the Underwriters Underwriters, elect to exercise such option, you shall so notify the Company in whole or from time to time in part by giving written notice writing not later than 45 30 days after the date of this Agreement. Any exercise , which notice shall specify the number of Additional Securities Shares to be purchased by the Underwriters and the date on which such securities shares are to be purchased. Each purchase Such date must may be at least one business day after the written notice is given and may same as the Closing Date (as defined below) but not be earlier than the closing date for the Firm Securities or Closing Date nor later than ten business days after the date of such notice. Additional Securities Shares may be purchased as provided in Section ‎4 4 hereof solely for the purpose of covering sales of shares over-allotments made in excess of connection with the number offering of the Firm SecuritiesShares. On each day, if any, that If any Additional Securities Shares are to be purchased (an “Option Closing Date”)purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Additional Securities Shares (subject to such adjustments to eliminate fractional shares as the Representative you may determine) that bears the same proportion to the total number of Additional Securities Shares to be purchased on such Option Closing Date as the number of Firm Securities Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm SecuritiesShares. The Company hereby agrees that, without the prior written consent of Xxxxxx Xxxxxxx & Co. Incorporated on behalf of the Underwriters, it will not, during the period ending 180 days after the date of the Prospectus, (i) 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 (ii) 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 (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Shares to be sold hereunder, (B) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof which is described in the Prospectus or of which the Underwriters have been advised in writing or (C) any plans to purchase Common Stock, or shares of Common Stock issued by the Company upon the exercise of such options, granted under the Company's stock option and employee stock purchase plans described in the Prospectus.

Agreements to Sell and Purchase. The Company Each Seller, severally and not jointly, hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the terms and conditions hereinafter stated, agrees, severally and not jointly, to purchase from such Seller at $______ a share (the Company "PURCHASE PRICE") the respective numbers number of Firm Shares and (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the number of Firm Warrants Shares to be sold by such Seller as the number of Firm Shares set forth in Schedule I II hereto opposite its the name at of such Underwriter bears to the combined purchase price total number of $1.0695 (the “Combined Purchase Price”), which shall be allocated at $0.9445 per Share (the “Share Purchase Price”) and $0.125 per Warrant (the “Warrant Purchase Price”)Firm Shares. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Underwriters the Additional SecuritiesShares, and the Underwriters shall have the a one-time right to purchase, severally and not jointly, (i) up to 1,392,392 _______________ Additional Shares at the Share Purchase Price. If you, and (ii) up to 696,196 Additional Warrants, at the Warrant Purchase Price, provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company and payable on the Firm Shares but not payable on such Additional Shares. The Representative may exercise this right on behalf of the Underwriters Underwriters, elect to exercise such option, you shall so notify the Company in whole or from time to time in part by giving written notice writing not later than 45 30 days after the date of this Agreement. Any exercise , which notice shall specify the number of Additional Securities Shares to be purchased by the Underwriters and the date on which such securities shares are to be purchased. Each purchase Such date must may be at least one business day after the written notice is given and may same as the Closing Date (as defined below) but not be earlier than the closing date for the Firm Securities or Closing Date nor later than ten business days after the date of such notice. Additional Securities Shares may be purchased as provided in Section ‎4 5 hereof solely for the purpose of covering sales of shares over-allotments made in excess of connection with the number offering of the Firm SecuritiesShares. On each day, if any, that If any Additional Securities Shares are to be purchased (an “Option Closing Date”)purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Additional Securities Shares (subject to such adjustments to eliminate fractional shares as the Representative you may determine) that bears the same proportion to the total number of Additional Securities Shares to be purchased on such Option Closing Date as the number of Firm Securities Shares set forth in Schedule I II hereto opposite the name of such Underwriter bears to the total number of Firm SecuritiesShares. Each Seller hereby agrees that, without the prior written consent of Xxxxxx Xxxxxxx on behalf of the Underwriters, it will not, during the period ending 180 days after the date of the Prospectus, (i) 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 (ii) 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 (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Shares to be sold hereunder, (B) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof of which the Underwriters have been advised in writing, (C) transactions by any person other than the Company relating to shares of Common Stock or other securities acquired in open market transactions after the completion of the offering of the Shares or (D) issuances of shares of Common Stock or options to purchase shares of Common Stock pursuant to the Company's employee benefit plans as in existence on the date hereof and consistent with past practices. In addition, each Selling Shareholder, agrees that, without the prior written consent of Xxxxxx Xxxxxxx on behalf of the Underwriters, it will not, during the period ending 180 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.

Agreements to Sell and Purchase. The Company Corporation hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the terms and conditions hereinafter stated, agrees, severally and not jointlyjointly (nor jointly and severally), to purchase from the Company Corporation at a price of C$14.60 per Share (the “Purchase Price”) all (but not less than all) of the Firm Shares in the respective numbers of Firm Shares and Firm Warrants amounts set forth in Schedule I hereto opposite its name at such Underwriter’s name. The Corporation grants an option to the combined purchase price of $1.0695 (Underwriters to acquire the “Combined Purchase Price”)Additional Shares in accordance with this paragraph and agrees to sell to the Underwriters the Additional Shares, which and the Underwriters shall be allocated at $0.9445 per Share (have the “Share Purchase Price”) and $0.125 per Warrant (the “Warrant Purchase Price”). On right to purchase, on the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Underwriters the Additional Securities, and the Underwriters shall have the right to purchase, severally and not jointlyjointly (nor jointly and severally), (i) up to 1,392,392 12,842,475 Additional Shares at the Share Purchase Price, and (ii) up to 696,196 Additional Warrants, at the Warrant Purchase Price, provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company and payable on the Firm Shares but not payable on such Additional Shares. The Representative Co-Lead Underwriters may exercise this right on behalf of the Underwriters in whole or in part or from time to time in part by giving written notice not later than 45 30 days after the date of this AgreementClosing Date. Any exercise notice shall specify the number of Additional Securities Shares to be purchased by the Underwriters and the date on which such securities Shares are to be purchased. Each purchase date must be at least one three business day days after the written notice is given and may not be earlier than the closing date for the Firm Securities or Shares nor later than ten business days after the date of such notice. Additional Securities Shares may be purchased as provided in Section ‎4 5 hereof solely for the purpose of covering sales of shares over-allotments made in excess of connection with the number offering of the Firm SecuritiesShares and for market stabilization purposes. On each day, if any, that Additional Securities Shares are to be purchased (an “Option Closing Date”), each Underwriter agrees, severally and not jointlyjointly (nor jointly and severally), to purchase the number of Additional Securities Shares (subject to such adjustments to eliminate fractional shares as the Representative you may determine) that bears the same proportion to the total number of Additional Securities Shares to be purchased on such Option Closing Date as the number of Firm Securities Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm SecuritiesShares. In consideration of the agreement on the part of the several Underwriters to purchase the Firm Shares (and, to the extent the Underwriters exercise their right to acquire them, the Additional Shares) and to offer them to the public pursuant to the Prospectuses, the Underwriters shall be entitled to receive from the Corporation at the time of closing on the Closing Date (as hereinafter defined) or the Option Closing Date (as hereinafter defined), as applicable, a fee equal to 3.50% of the gross proceeds to the Corporation from the Shares purchased on the Closing Date or the Option Closing Date, as applicable, in each case payable in Canadian Dollars.

Agreements to Sell and Purchase. The Company Each Seller, severally and not jointly, hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the terms and conditions hereinafter stated, agrees, severally and not jointly, to purchase from such Seller at $______ a share (the Company "PURCHASE PRICE") the respective numbers number of Firm Shares and (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the number of Firm Warrants Shares to be sold by such Seller as the number of Firm Shares set forth in Schedule I II hereto opposite its the name at of such Underwriter bears to the combined purchase price total number of $1.0695 (the “Combined Purchase Price”), which shall be allocated at $0.9445 per Share (the “Share Purchase Price”) and $0.125 per Warrant (the “Warrant Purchase Price”)Firm Shares. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Underwriters the Additional SecuritiesShares, and the Underwriters shall have the a one-time right to purchase, severally and not jointly, (i) up to 1,392,392 _______________ Additional Shares at the Share Purchase Price. If you, and (ii) up to 696,196 Additional Warrants, at the Warrant Purchase Price, provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company and payable on the Firm Shares but not payable on such Additional Shares. The Representative may exercise this right on behalf of the Underwriters Underwriters, elect to exercise such option, you shall so notify the Company in whole or from time to time in part by giving written notice writing not later than 45 30 days after the date of this Agreement. Any exercise , which notice shall specify the number of Additional Securities Shares to be purchased by the Underwriters and the date on which such securities shares are to be purchased. Each purchase Such date must may be at least one business day after the written notice is given and may same as the Closing Date (as defined below) but not be earlier than the closing date for the Firm Securities or Closing Date nor later than ten business days after the date of such notice. Additional Securities Shares may be purchased as provided in Section ‎4 5 hereof solely for the purpose of covering sales of shares over-allotments made in excess of connection with the number offering of the Firm SecuritiesShares. On each day, if any, that If any Additional Securities Shares are to be purchased (an “Option Closing Date”)purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Additional Securities Shares (subject to such adjustments to eliminate fractional shares as the Representative you may determine) that bears the same proportion to the total number of Additional Securities Shares to be purchased on such Option Closing Date as the number of Firm Securities Shares set forth in Schedule I II hereto opposite the name of such Underwriter bears to the total number of Firm Securities.Shares. Each Seller hereby agrees that, without the prior written consent of Morgxx Xxxnxxx & Xo. Incorporated on behalf of the Underwriters, it will not, during the period ending 90 days after the date of the Prospectus, (i) 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 (ii) 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 (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Shares to be sold hereunder, (B) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof of which

Agreements to Sell and Purchase. The Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the terms and conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company the respective numbers of Firm Shares and Firm Warrants set forth in Schedule I hereto opposite its name at the combined purchase price of $1.0695 ______ a share (the “Combined "Purchase Price”), which shall be allocated at $0.9445 per Share (the “Share Purchase Price”) and $0.125 per Warrant (the “Warrant Purchase Price”"). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Underwriters the Additional SecuritiesShares, and the Underwriters shall have the a one-time right to purchase, severally and not jointly, (i) up to 1,392,392 the Additional Shares at the Share Purchase Price. If you, and (ii) up to 696,196 Additional Warrants, at the Warrant Purchase Price, provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company and payable on the Firm Shares but not payable on such Additional Shares. The Representative may exercise this right on behalf of the Underwriters Underwriters, elect to exercise such option, you shall so notify the Company in whole or from time to time in part by giving written notice writing not later than 45 30 days after the date of this Agreement. Any exercise , which notice shall specify the number of Additional Securities Shares to be purchased by the Underwriters and the date on which such securities Additional Shares are to be purchased. Each purchase Such date must may be at least one business day after the written notice is given and may same as the Closing Date (as defined below) but not be earlier than the closing date for the Firm Securities or Closing Date nor later than ten business days after the date of such notice. Additional Securities Shares may be purchased as provided in Section ‎4 4 hereof solely for the purpose of covering sales of shares over- allotments made in excess of connection with the number offering of the Firm SecuritiesShares. On each day, if any, that If any Additional Securities Shares are to be purchased (an “Option Closing Date”)purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Additional Securities Shares (subject to such adjustments to eliminate fractional shares as the Representative you may determine) that bears the same proportion to the total number of Additional Securities Shares to be purchased on such Option Closing Date as the number of Firm Securities Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm SecuritiesShares. The Company hereby agrees that, without the prior written consent of Xxxxxx Xxxxxxx on behalf of the Underwriters, it will not, during the period ending 180 days after the date of the Prospectus, (i) 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 (ii) 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 (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Shares to be sold hereunder, (B) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof as described in the Registration Statement or of which the Underwriters have been advised in writing, (C) the grant of options to purchase Common Stock pursuant to the Option Plan and (D) the issuance by the Company of shares of Common Stock pursuant to the Company's 1999 Employee Stock Purchase Plan.

Agreements to Sell and Purchase. The Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the terms and conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company at $29.33 a share (the respective numbers “Purchase Price”) the number of Firm Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the number of Firm Shares to be issued and sold by the Company as the number of Firm Warrants Shares set forth in Schedule I hereto opposite its the name at of such Underwriter bears to the combined purchase price total number of $1.0695 (the “Combined Purchase Price”), which shall be allocated at $0.9445 per Share (the “Share Purchase Price”) and $0.125 per Warrant (the “Warrant Purchase Price”)Firm Shares. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to issue and sell to the Underwriters the Additional SecuritiesUnderwriters, and the Underwriters shall have the right to purchase, severally and not jointly, (i) up to 1,392,392 225,000 Additional Shares at the Share Purchase Price, and (ii) up to 696,196 Additional Warrants, at the Warrant Purchase Price, provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company and payable on the Firm Shares but not payable on such Additional Shares. The Representative You may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice of each election to exercise the option not later than 45 30 days after the date of this Agreement. Any exercise notice shall specify the number of Additional Securities Shares to be purchased by the Underwriters and the date on which such securities shares are to be purchased. Each purchase date must be at least one business day after the written notice is given and may not be earlier than the closing date for the Firm Securities or Shares nor later than ten business days after the date of such notice. Additional Securities Shares may be purchased as provided in Section ‎4 4 hereof solely for the purpose of covering sales of shares over-allotments made in excess of connection with the number offering of the Firm SecuritiesShares. On each day, if any, that Additional Securities Shares are to be purchased (an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Securities Shares (subject to such adjustments to eliminate fractional shares as the Representative you may determine) that bears the same proportion to the total number of Additional Securities Shares to be purchased on such Option Closing Date as the number of Firm Securities Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Securities.Shares. The Company hereby agrees that, without the prior written consent of UBS Securities LLC on behalf of the Underwriters, it will not, during the period ending 60 days after the date of 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 or (3) file any registration statement with the Commission relating to the offering of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock. The restrictions contained in the preceding sentence shall not apply to:

Agreements to Sell and Purchase. The Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the terms and conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company the respective numbers of Firm Shares and Firm Warrants set forth in Schedule I hereto opposite its name names at the combined purchase price of $1.0695 U.S.$_____ a share (the “Combined "Purchase Price”), which shall be allocated at $0.9445 per Share (the “Share Purchase Price”) and $0.125 per Warrant (the “Warrant Purchase Price”"). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Underwriters the Additional SecuritiesShares, and the Underwriters shall have the a one-time right to purchase, severally and not jointly, (i) up to 1,392,392 __________ Additional Shares at the Share Purchase Price. If you, and (ii) up to 696,196 Additional Warrants, at the Warrant Purchase Price, provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company and payable on the Firm Shares but not payable on such Additional Shares. The Representative may exercise this right on behalf of the Underwriters Underwriters, elect to exercise such option, you shall so notify the Company in whole or from time to time in part by giving written notice writing not later than 45 30 days after the date of this Agreement. Any exercise , which notice shall specify the number of Additional Securities Shares to be purchased by the Underwriters and the date on which such securities shares are to be purchased. Each purchase Such date must may be at least one business day after the written notice is given and may same as the Closing Date (as defined below) but not be earlier than the closing date for the Firm Securities or Closing Date nor later than ten business days after the date of such notice. Additional Securities Shares may be purchased as provided in Section ‎4 4 hereof solely for the purpose of covering sales of shares over-allotments made in excess of connection with the number offering of the Firm SecuritiesShares. On each day, if any, that If any Additional Securities Shares are to be purchased (an “Option Closing Date”)purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Additional Securities Shares (subject to such adjustments to eliminate fractional shares as the Representative you may determine) that bears the same proportion to the total number of Additional Securities Shares to be purchased on such Option Closing Date as the number of Firm Securities Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm SecuritiesShares. The Company hereby agrees that, without the prior written consent of Xxxxxx Xxxxxxx & Co. Incorporated on behalf of the Underwriters, it will not, during the period ending 180 days after the date of the Prospectus, (i) 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 (ii) 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 (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Shares to be sold hereunder or (B) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof of which the Underwriters have been advised in writing.

Agreements to Sell and Purchase. The Company Selling Shareholder hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the terms and conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company the respective numbers of Firm Shares and Firm Warrants set forth in Schedule I hereto opposite its name Selling Shareholder at the combined purchase price of $1.0695 $ per ADS (the “Combined Purchase Price”), which shall be allocated at $0.9445 per Share (the “Share Purchase Price”) and $0.125 per Warrant (the “Warrant Purchase Price”). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Underwriters the Additional Securities, and the Underwriters shall have the right to purchase, severally and not jointly, (i) up to 1,392,392 Additional Shares at the Share Purchase Price, and (ii) up to 696,196 Additional Warrants, at the Warrant Purchase Price, provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company and payable on the Firm Shares but not payable on such Additional SharesOffered ADSs. The Representative may exercise this right Company hereby agrees that, without the prior written consent of Xxxxxx Xxxxxxx & Co. International plc on behalf of the Underwriters in whole or from time to time in part by giving written notice not later than 45 Underwriters, it will not, during the period ending 90 days after the date of this Agreement. Any exercise notice shall specify the number 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 Ordinary Shares or any securities convertible into or exercisable or exchangeable for Ordinary Shares or (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of Additional Securities the economic consequences of ownership of the Ordinary Shares, whether any such transaction described in clause (1) or (2) above is to be purchased settled by delivery of Ordinary Shares or such other securities, in cash or otherwise or (3) file any registration statement with the Commission relating to the offering of any Ordinary Shares or any securities convertible into or exercisable or exchangeable for Ordinary Shares. The restrictions contained in the preceding paragraph shall not apply to (a)Ordinary Shares underlying the Offered ADSs to be sold hereunder, (b) the issuance by the Company of Ordinary Shares upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof of which the Underwriters have been advised in writing or (c) the grant of options by the Company to its employees, directors and/or consultants pursuant to the Company’s existing share option plans as described in the Time of Sale Prospectus and the date on which Prospectus; provided, however that such securities are to be purchased. Each purchase date must be at least one business day after the written notice is given and may options shall not be earlier than exercisable during the closing date for the Firm Securities or later than ten business period ending 90 days after the date of such notice. Additional Securities may be purchased as provided in Section ‎4 hereof solely for the purpose of covering sales of shares in excess of the number of the Firm Securities. On each day, if any, that Additional Securities are to be purchased (an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Securities (subject to such adjustments to eliminate fractional shares as the Representative may determine) that bears the same proportion to the total number of Additional Securities to be purchased on such Option Closing Date as the number of Firm Securities set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm SecuritiesProspectus.

Agreements to Sell and Purchase. The Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the terms and conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company at $21.62 a share (the “Purchase Price”) the respective numbers number of Firm Shares and Firm Warrants set forth in Schedule I hereto opposite its the name at the combined purchase price of $1.0695 (the “Combined Purchase Price”), which shall be allocated at $0.9445 per Share (the “Share Purchase Price”) and $0.125 per Warrant (the “Warrant Purchase Price”)such Underwriter. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Underwriters the Additional SecuritiesShares, and the Underwriters shall have the right to purchasepurchase from the Company, severally and not jointly, (i) up to 1,392,392 146,250 Additional Shares at the Share Purchase Price, and (ii) up to 696,196 Additional Warrants, at the Warrant Purchase Price, provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company and payable on the Firm Shares but not payable on such Additional Shares. The Representative You may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice not later than 45 30 days after the date of this Agreement. Any exercise notice shall specify the number of Additional Securities Shares to be purchased by the Underwriters and the date on which such securities shares are to be purchased. Each purchase date must be at least one business day after the written notice is given and may not be earlier than the closing date for the Firm Securities or Shares nor later than ten business days after the date of such notice. Additional Securities may be purchased as provided in Section ‎4 hereof solely for the purpose of covering sales of shares in excess of the number of the Firm Securities. On each day, if any, that Additional Securities Shares are to be purchased (an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Securities Shares (subject to such adjustments to eliminate fractional shares as the Representative you may determine) that bears the same proportion to the total number of Additional Securities Shares to be purchased on such Option Closing Date as the number of Firm Securities Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. The Company hereby agrees that it will not, during the period ending 90 days after the date of the Prospectus (the “Restricted Period”), without the prior written consent of the Representative (which consent may be withheld in the Representative’s sole discretion) (a) directly or indirectly, sell, offer to sell, contract to sell, grant any option for the sale, grant any security interest in, pledge, hypothecate or otherwise dispose of or enter into any transaction which is designed to, or could be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to delivery of Common Stock or securities convertible into, exchangeable, or exercisable for shares of Common Stock (“Securities”), in cash settlement or otherwise, by the Company or any affiliate of the Company (or any person in privity with the Company or any affiliate of the Company) (collectively, a “Disposition”), (b) without limiting the restrictions set forth in clause (a), engage in any hedging or other transaction which is designed to or reasonably expected to lead to or result in a Disposition of shares of Common Stock or other Securities during the Restricted Period, even if such shares of Common Stock or other Securities would be disposed of by a person or entity other than the Company, or (c) file any registration statement with the Commission relating to the offering of any shares of Common Stock or other Securities, except for a registration statement on Form S-8 relating to the registration of shares of Common Stock issuable pursuant to the Company’s equity incentive plans. The restrictions contained in the preceding paragraph shall not apply to (a) the Shares to be sold hereunder; (b) the issuance of Common Stock or other Securities upon the exercise of any equity awards issued pursuant to the Company’s equity incentive plans described in the Time of Sale Prospectus and in effect on the date hereof, or the exercise of warrants or the conversion of convertible securities issued by the Company that are outstanding on the date hereof, provided that, unless otherwise agreed in writing by the Representative, prior to the issuance of Common Stock or other Securities upon the exercise of such equity awards, or upon the exercise of such warrants or the conversion of such convertible securities pursuant to this clause (b), each recipient of Common Stock or other Securities shall have signed and delivered a lock-up agreement substantially in the form of Exhibit A hereto (the “Lock-Up Agreement”) (it being understood that the execution of the lock-up agreement required by this clause (b) shall not serve to extend the date on which the lock-up period expires pursuant to the Lock-Up Agreement), but only to the extent such recipients are not already subject to standard market stand-off provisions with respect to the Common Stock or other Securities received upon such exercise or conversion pursuant to this clause (b)); (c) the grant of any equity awards by the Company to employees, officers, directors, advisors or consultants of the Company pursuant to equity incentive plans described in the Time of Sale Prospectus and in effect on the date hereof; (d) issuance of securities of the Company to one or more counterparties in connection with the consummation of any strategic partnership, joint venture, collaboration or other strategic transaction, or the acquisition or license of any business products or technology (but not any transaction the primary purpose of which is to provide financing to the Company), provided that the total number of shares of Common Stock, including shares underlying convertible or exercisable securities, which may be issued pursuant to this clause (d) may not exceed an aggregate of 500,000 shares of the Common Stock; (e) the filing by the Company of a registration statement on Form S-8 with the Commission in respect of any shares of Common Stock or other Securities issued under or the grant of any equity award pursuant to an equity incentive plan described in the Time of Sale Prospectus and in effect on the date hereof; or (g) the establishment of any contract, instruction or plan (a “Plan”) that satisfies the requirements of Rule 10b5-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act); provided, that (i) no sales of Common Stock or other Securities shall be made pursuant to such a Plan prior to the expiration of the Restricted Period, and (ii) such a Plan may only be established if no public announcement of the establishment or existence thereof and no filing with the Commission or other regulatory authority in respect thereof or transactions thereunder or contemplated thereby shall be required, and no such announcement or filing is made voluntarily prior to the expiration of the Restricted Period.

Agreements to Sell and Purchase. The Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the terms and conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company the respective numbers of Firm Shares and Firm Warrants set forth in Schedule I hereto opposite its name at the combined purchase price of $1.0695 ______ a share (the “Combined "Purchase Price”), which shall be allocated at $0.9445 per Share (the “Share Purchase Price”) and $0.125 per Warrant (the “Warrant Purchase Price”"). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Underwriters the Additional SecuritiesShares, and the Underwriters shall have the a one-time right to purchase, severally and not jointly, (i) up to 1,392,392 _______________ Additional Shares at the Share Purchase Price. If you, and (ii) up to 696,196 Additional Warrants, at the Warrant Purchase Price, provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company and payable on the Firm Shares but not payable on such Additional Shares. The Representative may exercise this right on behalf of the Underwriters Underwriters, elect to exercise such option, you shall so notify the Company in whole or from time to time in part by giving written notice writing not later than 45 30 days after the date of this Agreement. Any exercise , which notice shall specify the number of Additional Securities Shares to be purchased by the Underwriters and the date on which such securities shares are to be purchased. Each purchase Such date must may be at least one business day after the written notice is given and may same as the Closing Date (as defined below) but not be earlier than the closing date for the Firm Securities or Closing Date nor later than ten business days after the date of such notice. Additional Securities Shares may be purchased as provided in Section ‎4 4 hereof solely for the purpose of covering sales of shares over-allotments made in excess of connection with the number offering of the Firm SecuritiesShares. On each day, if any, that If any Additional Securities Shares are to be purchased (an “Option Closing Date”)purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Additional Securities Shares (subject to such adjustments to eliminate fractional shares as the Representative you may determine) that bears the same proportion to the total number of Additional Securities Shares to be purchased on such Option Closing Date as the number of Firm Securities Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm SecuritiesShares. The Company hereby agrees that, without the prior written consent of Xxxxxx Xxxxxxx & Co. Incorporated on behalf of the Underwriters, it will not, during the period ending 180 days after the date of the Prospectus, (i) 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, or file or cause to be filed a registration statement in respect of, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or (ii) 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 (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Shares to be sold hereunder, (B) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof of which the Underwriters have been advised in writing, (C) the issuance of shares of Common Stock to be used as consideration in connection with future acquisitions, or (D) the grant of options to purchase shares of Common Stock under the Company's 1997 Long- Term Incentive Plan or 1997 Non-Employee Directors' Stock Plan provided such options do not vest prior to the expiration of the 180-day period referenced herein, and provided further, that in the case of subclauses (B) and (C) of this paragraph, the recipient of any such shares agrees to execute a lock-up agreement in the form of Exhibit B hereof.

Agreements to Sell and Purchase. The Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the terms and conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company the respective numbers of Firm Shares and Firm Warrants set forth in Schedule I hereto opposite its name at the combined purchase price of $1.0695 10.528 a share (the “Combined Purchase Price”), which shall be allocated at $0.9445 per Share (the “Share Purchase Price”) and $0.125 per Warrant (the “Warrant Purchase Price”). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Underwriters the Additional SecuritiesShares, and the Underwriters shall have the right to purchase, severally and not jointly, (i) up to 1,392,392 1,397,500 Additional Shares at the Share Purchase Price, and (ii) up to 696,196 Additional Warrants, at the Warrant Purchase Price, provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company and payable on the Firm Shares but not payable on such Additional Shares. The Representative You may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice of each election to exercise the option not later than 45 30 days after the date of this Agreement. Any exercise notice shall specify the number of Additional Securities Shares to be purchased by the Underwriters and the date on which such securities shares are to be purchased. Each purchase date must be at least one business day after the written notice is given and may not be earlier than the closing date for the Firm Securities or Shares nor later than ten business days after the date of such notice. Additional Securities Shares may be purchased as provided in Section ‎4 4 hereof solely for the purpose of covering sales of shares over-allotments made in excess of connection with the number offering of the Firm SecuritiesShares. On each day, if any, that Additional Securities are to be purchased (an “Option Closing Date”Date (as defined below), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Securities Shares (subject to such adjustments to eliminate fractional shares as the Representative you may determine) that bears the same proportion to the total number of Additional Securities Shares to be purchased on such Option Closing Date as the number of Firm Securities Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm SecuritiesShares. The Company hereby agrees that, without the prior written consent of Xxxxxx Xxxxxxx & Co. Incorporated on behalf of the Underwriters, it will not, during the period ending 90 days after the date of the Prospectus, (i) 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 (ii) 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 (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Shares to be sold hereunder, (B) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof that is disclosed in the Prospectus (or pursuant to a plan disclosed in the Prospectus) or of which the Underwriters have been advised in writing, (C) the grant by the Company of options to purchase shares of Common Stock pursuant to the terms of a plan in effect on the date hereof and filed as an exhibit to the S-3 Registration Statement or to any filing incorporated by reference therein and (D) issuances of up to 1,000,000 shares of Common Stock pursuant to collaborative, licensing or marketing agreements; provided that, with respect to clause (D), prior to the issuance of any such shares of Common Stock, the Company shall cause the recipient of such shares to execute and deliver to you a form of “lock-up” agreement substantially in the form of Exhibit E attached hereto.

Agreements to Sell and Purchase. The Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the terms and conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company the respective numbers of Firm Shares and Firm Warrants set forth in Schedule II hereto opposite its name at the purchase price set forth in Schedule I hereto opposite its name at the combined purchase price of $1.0695 (the “Combined Purchase Price”), which shall be allocated at $0.9445 per Share (the “Share Purchase Price”) and $0.125 per Warrant (the “Warrant Purchase Price”). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Underwriters the Additional SecuritiesShares, and the Underwriters shall have the right to purchase, severally and not jointly, (i) up to 1,392,392 the number of Additional Shares set forth in Schedule I hereto at the Share Purchase Price, and (ii) up to 696,196 Additional Warrants, at the Warrant Purchase Price, provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company and payable on the Firm Shares but not payable on such Additional Shares. The Representative You may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice not later than 45 30 days after the date of this Agreementthe Prospectus. Any exercise notice shall specify the number of Additional Securities Share to be purchased by the Underwriters and the date on which such securities shares are to be purchased. Each purchase date must be at least one business day after the written notice is given and may not be earlier than the closing date for the Firm Securities or Shares nor later than ten business days after the date of such notice. Additional Securities Shares may be purchased as provided in Section ‎4 hereof 4 hereto solely for the purpose of covering sales of shares over-allotments made in excess of connection with the number offering of the Firm SecuritiesShares. On each day, if any, that Additional Securities Shares are to be purchased (an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Securities Shares (subject to such adjustments to eliminate fractional shares as the Representative you may determine) that bears the same proportion to the total number of Additional Securities Shares to be purchased on such Option Closing Date as the number of Firm Securities Shares set forth in Schedule I II hereto opposite the name of such Underwriter bears to the total number of Firm SecuritiesShares.

Agreements to Sell and Purchase. The Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon On the basis of the representations and warranties herein containedcontained in this Agreement, but and subject to the its terms and conditions hereinafter statedconditions, the Company agrees to issue and sell, and each Underwriter agrees, severally and not jointly, to purchase from the Company at a price per share of $______ (the respective numbers "Purchase Price") the number of Firm Shares and Firm Warrants set forth opposite the name of such Underwriter in Schedule I hereto opposite its name at the combined purchase price of $1.0695 (the “Combined Purchase Price”), which shall be allocated at $0.9445 per Share (the “Share Purchase Price”) and $0.125 per Warrant (the “Warrant Purchase Price”)hereto. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to issue and sell to the Underwriters the Additional Securities, Shares and the Underwriters shall have the right to purchase, severally and not jointly, (i) up to 1,392,392 _______ Additional Shares from the Company at the Share Purchase Price, and (ii) up to 696,196 Additional Warrants, at the Warrant Purchase Price, provided, however, that the amount paid by the Underwriters for any . Additional Shares shall may be reduced by an amount per share equal to any dividends declared by purchased solely for the Company and payable on purpose of covering over-allotments made in connection with the offering of the Firm Shares but not payable on such Additional Shares. The Representative Underwriters may exercise this their right on behalf of the Underwriters to purchase Additional Shares in whole or in part from time to time in part by giving written notice not later than 45 thereof to the Company within 30 days after the date of this Agreement. Any exercise You shall give any such notice on behalf of the Underwriters and such notice shall specify the aggregate number of Additional Securities Shares to be purchased by the Underwriters pursuant to such exercise and the date on which for payment and delivery thereof. The date specified in any such securities are to notice shall be purchased. Each purchase date must be at least one a business day after the written notice is given and may not be (i) no earlier than the closing date for the Firm Securities or Closing Date (as hereinafter defined), (ii) no later than ten business days after the date of such noticenotice has been given and (iii) no earlier than two business days after such notice has been given. If any Additional Securities may be purchased as provided in Section ‎4 hereof solely for the purpose of covering sales of shares in excess of the number of the Firm Securities. On each day, if any, that Additional Securities Shares are to be purchased (an “Option Closing Date”)purchased, each Underwriter agreesUnderwriter, severally and not jointly, agrees to purchase from the Company the number of Additional Securities Shares (subject to such adjustments to eliminate fractional shares as the Representative you may determine) that which bears the same proportion to the total number of Additional Securities Shares to be purchased on such Option Closing Date from the Company as the number of Firm Securities Shares set forth in Schedule I hereto opposite the name of such Underwriter in Schedule I bears to the total number of Firm SecuritiesShares. The Company hereby agrees, and concurrently with the execution of this Agreement the Company shall deliver an agreement executed by (i) each of the directors and officers of the Company and (ii) each stockholder listed on Annex I hereto pursuant to which each such person agrees, not to offer, sell, contract to sell, grant any option to purchase, or otherwise dispose of any Common Stock of the Company or the common stock, par value $1.00 par value per share (the "Culbro Stock"), of Culbro Corporation, a New York corporation ("Culbro"), or any securities convertible into or exercisable or exchangeable for such Common Stock or Culbro Stock or in any other manner transfer all or a portion of the economic consequences associated with the ownership of any such Common Stock or Culbro Stock, except to the Underwriters pursuant to this Agreement, for a period of 180 days after the date of the Prospectus without the prior written consent of Xxxxxxxxx, Xxxxxx & Xxxxxxxx Securities Corporation. Notwithstanding the foregoing, during such period the Company may (i) grant stock options pursuant to the Company's existing stock option plan and (ii) issue shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof.

Agreements to Sell and Purchase. The Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the terms and conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company the respective numbers of Firm Shares and Firm Warrants set forth in Schedule I hereto opposite its name at the combined purchase price of $1.0695 20.39 a share (the “Combined Purchase Price”), which shall be allocated at $0.9445 per Share (the “Share Purchase Price”) and $0.125 per Warrant (the “Warrant Purchase Price”"PURCHASE PRICE"). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Underwriters the Additional SecuritiesShares, and the Underwriters shall have the right to purchase, severally and not jointly, (i) up to 1,392,392 1,920,000 Additional Shares at the Share Purchase Price, and (ii) up to 696,196 Additional Warrants, at the Warrant Purchase Price, provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company and payable on the Firm Shares but not payable on such Additional Shares. The Representative You may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice of each election to exercise the option not later than 45 30 days after the date of this Agreement. Any exercise notice shall specify the number of Additional Securities Shares to be purchased by the Underwriters and the date on which such securities shares are to be purchased. Each purchase date must be at least one business day after the written notice is given and may not be earlier than the closing date for the Firm Securities or Shares nor later than ten business days after the date of such notice. Additional Securities Shares may be purchased as provided in Section ‎4 4 hereof solely for the purpose of covering sales of shares over-allotments made in excess of connection with the number offering of the Firm SecuritiesShares. On each day, if any, that Additional Securities Shares are to be purchased (an “Option Closing Date”)purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Additional Securities Shares (subject to such adjustments to eliminate fractional shares as the Representative you may determine) that bears the same proportion to the total number of Additional Securities Shares to be purchased on such Option Closing Date date as the number of Firm Securities Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm SecuritiesShares. The Company hereby agrees that, without the prior written consent of Morgan Stanley & Co. Incorporated and Goldman, Sachs & Co. on behalf ox xxx Uxxxxxxxters, it will not, durinx xxx xeriod ending 90 days after the date of the Prospectus, (i) 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 (ii) 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 (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Shares to be sold hereunder, (B) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof of which the Underwriters have been advised in writing or (C) the issuance by the Company of additional options under the Company's existing stock option plans, provided that such options are not exercisable during the period ending 90 days after the date of the Prospectus.

Agreements to Sell and Purchase. The Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the terms and conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company the respective numbers of Firm Shares and Firm Warrants set forth in Schedule I hereto opposite its name at the combined purchase price of $1.0695 [ ] a share (the “Combined Purchase Price”), which shall be allocated at $0.9445 per Share (the “Share Purchase Price”) and $0.125 per Warrant (the “Warrant Purchase Price”). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Underwriters the Additional SecuritiesShares, and the Underwriters shall have the right to purchase, severally and not jointly, (i) up to 1,392,392 [ ] Additional Shares at the Share Purchase Price, and (ii) up to 696,196 Additional Warrants, at the Warrant Purchase Price, provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company and payable on the Firm Shares but not payable on such Additional Shares. The Representative You may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice not later than 45 30 days after the date of this Agreement. Any exercise notice shall specify the number of Additional Securities Shares to be purchased by the Underwriters and the date on which such securities shares are to be purchased. Each purchase date must be at least one business day after the written notice is given and may not be earlier than the closing date for the Firm Securities or Shares nor later than ten business days after the date of such notice. Additional Securities Shares may be purchased as provided in Section ‎4 5 hereof solely for the purpose of covering sales of shares over-allotments made in excess of connection with the number offering of the Firm SecuritiesShares. On each day, if any, that Additional Securities Shares are to be purchased (an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Securities Shares (subject to such adjustments to eliminate fractional shares as the Representative you may determine) that bears the same proportion to the total number of Additional Securities Shares to be purchased on such Option Closing Date as the number of Firm Securities Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm SecuritiesShares. The Company hereby agrees that, without the prior written consent of Mxxxxx Sxxxxxx and Citigroup Global Markets Inc. on behalf of the Underwriters, it will not, during the period ending 180 days after the date of 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 the Company Common Stock or any securities convertible into or exercisable or exchangeable for the Company 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 Company Common Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of the Company Common Stock or such other securities, in cash or otherwise or (3) file any registration statement with the Commission relating to the offering of any shares of the Company Common Stock or any securities convertible into or exercisable or exchangeable for the Company Common Stock. The restrictions contained in this paragraph shall not apply to (a) the Shares to be sold hereunder, (b) offers, sales, contracts to sell, the issuance of or the registration of shares of Class A Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof of which the Underwriters have been advised in writing, (c) offers, sales, contracts to sell, the issuance of or the registration of Class A Common Stock pursuant to an employee stock option plan, or (d) offers, sales, contracts to sell, the issuance of or the registration of Class A Common Stock as consideration for one or more acquisitions, provided that (i) the acquirer of such Class A Common Stock agrees to be subject to a lock-up agreement in substantially the same form as agreed to by the Company and (ii) the aggregate number of shares of Class A Common Stock issued or agreed to be issued in all such acquisitions (measured as of the date of the applicable acquisition agreement) does not exceed 4,140,000 shares. The Parent hereby agrees that, without the prior written consent of Mxxxxx Sxxxxxx and Citigroup Global Markets Inc. on behalf of the Underwriters, it will not, during the period ending 180 days after the date of 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 the Company Common Stock or any securities convertible into or exercisable or exchangeable for Company 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 Company Common Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Company Common Stock or such other securities, in cash or otherwise or (3) file or cause to be filed any registration statement with the Commission relating to the offering of any shares of the Company Common Stock or any securities convertible into or exercisable or exchangeable for the Company Common Stock. It is understood that any transaction by the Company permitted pursuant to the preceding paragraph shall not constitute a violation of this paragraph by the Parent. Notwithstanding the foregoing, if (1) during the last 17 days of the 180-day restricted period referred to in the preceding two paragraphs the Company issues an earnings release or material news or a material event relating to the Company occurs; or (2) prior to the expiration of the 180-day restricted period referred to in the preceding two paragraphs, the Company announces that it will release earnings results during the 16-day period beginning on the last day of such 180-day period, the restrictions imposed by this agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. The Company shall promptly notify Mxxxxx Sxxxxxx and Citigroup Global Markets Inc. of any earnings release, news or event that may give rise to an extension of the initial 180-day restricted period.

Agreements to Sell and Purchase. The Company Each Seller, severally and not jointly, hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the terms and conditions hereinafter stated, agrees, severally and not jointly, to purchase from such Seller at $____ a share (the Company "PURCHASE PRICE") the respective numbers number of Firm Shares and (subject to adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the number of Firm Warrants Shares set forth in on Schedule I hereto opposite its the name at of such Underwriter bears to the combined purchase price total number of $1.0695 (the “Combined Purchase Price”), which shall be allocated at $0.9445 per Share (the “Share Purchase Price”) and $0.125 per Warrant (the “Warrant Purchase Price”)Firm Shares. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Underwriters the Additional SecuritiesShares, and the Underwriters shall have the right to purchase, severally and not jointly, (i) up to 1,392,392 750,000 Additional Shares at the Share Purchase Price, and (ii) up to 696,196 Additional Warrants, at the Warrant Purchase Price, provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company and payable on the Firm Shares but not payable on such Additional Shares. The Representative You may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice of each election to exercise the option not later than 45 30 days after the date of this Agreement. Any exercise notice shall specify the number of Additional Securities Shares to be purchased by the Underwriters and the date on which such securities shares are to be purchased. Each purchase date must be at least one business day after the written notice is given and may not be earlier than the closing date for the Firm Securities or Shares nor later than ten business days after the date of such notice. Additional Securities Shares may be purchased as provided in Section ‎4 5 hereof solely for the purpose of covering sales of shares over-allotments made in excess of connection with the number offering of the Firm SecuritiesShares. On each day, Option Closing Date, (as defined below), if any, that Additional Securities Shares are to be purchased (an “Option Closing Date”)purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Additional Securities Shares (subject to such adjustments to eliminate fractional shares as the Representative you may determine) that bears the same proportion to the total number of Additional Securities Shares to be purchased on such Option Closing Date (as defined below) as the number of Firm Securities Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm SecuritiesShares. Each Seller hereby agrees that, without the prior written consent of Morgan Stanley & Co. Incorporated on behalf of the Underwriters, it wxxx xxt (0) xxfer, 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 convertible into or exercisable or exchangeable for Common Stock ("SECURITIES"), in cash or otherwise, and in addition, the Company hereby agrees that, without the prior written consent of Morgan Stanley & Co. Incorporated on behalf of the Underwriters, it wxxx xxt (0) xxle any registration statement with the Commission relating to the offering of any shares of Common Stock or any Securities (the restrictions contained in (1), (2) and (3) above are collectively referred to herein as the "RESTRICTIONS"); provided, however, that each Selling Stockholder may engage in any of the transactions permitted in the form of "lock-up" agreement attached hereto as Exhibit A and executed by each of the Selling Stockholders. In addition, the foregoing sentence shall not apply to (A) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof of which the Underwriters have been advised in writing and is described in the Prospectus or (B) the grant of options or the issuance of shares of Common Stock by the Company to employees, officers, directors, advisors or consultants of the Company pursuant to employee benefit plans described in the Prospectus. With respect to the Company, the Restrictions shall terminate on March 15, 2004. With respect to each Selling Stockholder, the Restrictions shall terminate with respect to fifty percent (50%) of the Common Stock and Securities owned, directly or indirectly as of date hereof by such Selling Stockholder, less the number of shares of Common Stock sold by such Selling Stockholder hereunder, on the close of business on February 15, 2004, and with respect to all remaining Common Stock and Securities owned, directly or indirectly, by such Selling Stockholder and subject to the Restrictions, on the close of business on March 15, 2004. In addition, each Selling Stockholder agrees that, without the prior written consent of Morgan Stanley & Co. Incorporated on behalf of the Underwriters, it wxxx xxt, xxxxxg the period commencing on the date hereof and ending on March 15, 2004, 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. Each Selling Stockholder also agrees and consents to the entry of stop transfer instructions with the Company's transfer agent and registrar against the transfer of the undersigned's shares of Common Stock except in compliance with the foregoing restrictions.

Agreements to Sell and Purchase. The Company Each Seller, severally and not jointly, hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the terms and conditions hereinafter stated, agrees, severally and not jointly, to purchase from such Seller at $_______ a share (the Company "Purchase Price") the respective numbers number of Firm Shares and (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the number of Firm Warrants Shares to be sold by such Seller as the number of Firm Shares set forth in Schedule I II hereto opposite its the name at of such Underwriter bears to the combined purchase price total number of $1.0695 (the “Combined Purchase Price”), which shall be allocated at $0.9445 per Share (the “Share Purchase Price”) and $0.125 per Warrant (the “Warrant Purchase Price”)Firm Shares. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to issue and sell to the Underwriters the Additional SecuritiesShares, and the Underwriters shall have the a one-time right to purchase, severally and not jointly, (i) up to 1,392,392 1,245,000 Additional Shares at the Share Purchase Price. If you, and (ii) up to 696,196 Additional Warrants, at the Warrant Purchase Price, provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company and payable on the Firm Shares but not payable on such Additional Shares. The Representative may exercise this right on behalf of the Underwriters Underwriters, elect to exercise such option, you shall so notify the Company in whole or from time to time in part by giving written notice writing not later than 45 30 days after the date of this Agreement. Any exercise , which notice shall specify the number of Additional Securities Shares to be purchased by the Underwriters and the date on which such securities shares are to be purchased. Each purchase Such date must may be at least one business day after the written notice is given and may same as the Closing Date (as defined below) but not be earlier than the closing date for the Firm Securities or Closing Date nor later than ten business days after the date of such notice. Additional Securities Shares may be purchased as provided in Section ‎4 4 hereof solely for the purpose of covering sales of shares over-allotments made in excess of connection with the number offering of the Firm SecuritiesShares. On each day, if any, that If any Additional Securities Shares are to be purchased (an “Option Closing Date”)purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Additional Securities Shares (subject to such adjustments to eliminate fractional shares as the Representative you may determine) that bears the same proportion to the total number of Additional Securities Shares to be purchased on such Option Closing Date as the number of Firm Securities Shares set forth in Schedule I II hereto opposite the name of such Underwriter bears to the total number of Firm SecuritiesShares. The Company hereby agrees that, without the prior written consent of Xxxxxx Xxxxxxx & Co. Incorporated on behalf of the Underwriters, it will not, during the period ending 90 days after the date of the Prospectus, (i) 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 (ii) 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 (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Shares to be sold hereunder, (B) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof of which the Underwriters have been advised in writing, or which is described in the Prospectus, (C) the grant of options to purchase Common Stock pursuant to the Company's 1999 Stock Incentive Plan, (D) the issuance by the Company of shares of Common Stock pursuant to the Company's 1999 Employee Stock Purchase Plan, (E) the issuance by the Company of shares of Common Stock issuable under the Registration Statement on Form S-1, file no. 333-80419 and (F) warrants issued to real estate industry participants in consideration of listings. In addition, each Selling Stockholder agrees that, without the prior written consent of Xxxxxx Xxxxxxx & Co. Incorporated on behalf of the Underwriters, it will not, during the period ending 90 days after the date of the Prospectus, initiate any demand for the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock.

Agreements to Sell and Purchase. The Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the terms and conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company the respective numbers of Firm Shares and Firm Warrants set forth in Schedule I hereto opposite its the Underwriter's name at the combined purchase price of $1.0695 ______ a share (the “Combined "Purchase Price”), which shall be allocated at $0.9445 per Share (the “Share Purchase Price”) and $0.125 per Warrant (the “Warrant Purchase Price”"). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Underwriters the Additional SecuritiesShares, and the Underwriters shall have the a one-time right to purchase, severally and not jointly, (i) up to 1,392,392 ______ Additional Shares at the Share Purchase Price. If you, and (ii) up to 696,196 Additional Warrants, at the Warrant Purchase Price, provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company and payable on the Firm Shares but not payable on such Additional Shares. The Representative may exercise this right on behalf of the Underwriters Underwriters, elect to exercise such option, you shall so notify the Company in whole or from time to time in part by giving written notice writing not later than 45 30 days after the date of this Agreement. Any exercise , which notice shall specify the number of Additional Securities Shares to be purchased by the Underwriters and the date on which such securities shares are to be purchased. Each purchase Such date must may be at least one business day after the written notice is given and may same as the Closing Date (as defined below) but not be earlier than the closing date for the Firm Securities or Closing Date nor later than ten business days after the date of such notice. Additional Securities Shares may be purchased as provided in Section ‎4 4 hereof solely for the purpose of covering sales of shares over- allotments made in excess of connection with the number offering of the Firm SecuritiesShares. On each day, if any, that If any Additional Securities Shares are to be purchased (an “Option Closing Date”)purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Additional Securities Shares (subject to such adjustments to eliminate fractional shares as the Representative you may determine) that bears the same proportion to the total number of Additional Securities Shares to be purchased on such Option Closing Date as the number of Firm Securities Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm SecuritiesShares. The Company hereby agrees that, without the prior written consent of Xxxxxx Xxxxxxx on behalf of the Underwriters, it will not, during the period ending 180 days after the date of the Prospectus, (i) 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 (ii) 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 (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Shares to be sold hereunder, (B) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof of which the Underwriters have been advised in writing, (C) any securities, including, without limitation, shares of Common Stock and options issued, granted or exercised pursuant to any of the Company's employee benefit plans described in the Prospectus (including, without limitation, the Company's 1998 Incentive Compensation Plan, 1999 Incentive Compensation Plan and 1999 Employee Stock Purchase Plan) or (D) the issuance by the Company of shares of Common Stock in connection with a merger or acquisition by the Company, if (i) the holder(s) of such shares of Common Stock execute(s) a lock- up agreement substantially in the form attached hereto as Exhibit A, (ii) the aggregate number of shares of Common Stock issued under this clause (D) for a particular merger or acquisition does not exceed 1,000,000 shares of Common Stock and (iii) the aggregate number of all shares of Common Stock issued under this clause (D) does not exceed 4,000,000 shares of Common Stock.

Agreements to Sell and Purchase. The Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the terms and conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company the respective numbers of Firm Shares and Firm Warrants set forth in Schedule I hereto opposite its name at the combined purchase price of $1.0695 ______ a share (the “Combined Purchase Price”), which shall be allocated at $0.9445 per Share (the “Share Purchase Price”) and $0.125 per Warrant (the “Warrant Purchase Price”"PURCHASE PRICE"). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Underwriters the Additional SecuritiesShares, and the Underwriters shall have the a one-time right to purchase, severally and not jointly, (i) up to 1,392,392 _______________ Additional Shares at the Share Purchase Price. If you, and (ii) up to 696,196 Additional Warrants, at the Warrant Purchase Price, provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company and payable on the Firm Shares but not payable on such Additional Shares. The Representative may exercise this right on behalf of the Underwriters Underwriters, elect to exercise such option, you shall so notify the Company in whole or from time to time in part by giving written notice writing not later than 45 30 days after the date of this Agreement. Any exercise , which notice shall specify the number of Additional Securities Shares to be purchased by the Underwriters and the date on which such securities shares are to be purchased. Each purchase Such date must may be at least one business day after the written notice is given and may same as the Closing Date (as defined below) but not be earlier than the closing date for the Firm Securities or Closing Date nor later than ten business days after the date of such notice. Additional Securities Shares may be purchased as provided in Section ‎4 4 hereof solely for the purpose of covering sales of shares over-allotments made in excess of connection with the number offering of the Firm SecuritiesShares. On each day, if any, that If any Additional Securities Shares are to be purchased (an “Option Closing Date”)purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Additional Securities Shares (subject to such adjustments to eliminate fractional shares as the Representative you may determine) that bears the same proportion to the total number of Additional Securities Shares to be purchased on such Option Closing Date as the number of Firm Securities Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm SecuritiesShares. The Company hereby agrees that, without the prior written consent of Xxxxxx Xxxxxxx & Co. Incorporated on behalf of the Underwriters, it will not, during the period ending 120 days after the date of the Prospectus, (i) 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 (ii) 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 (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Shares to be sold hereunder or (B) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof of which the Underwriters have been advised in writing.

Agreements to Sell and Purchase. The Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the terms and conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company the respective numbers number of Firm Shares and Firm Warrants set forth in Schedule I hereto opposite its name at the combined purchase price of $1.0695 ____ a share (the “Combined "Purchase Price”), which shall be allocated at $0.9445 per Share (the “Share Purchase Price”) and $0.125 per Warrant (the “Warrant Purchase Price”"). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Underwriters the Additional SecuritiesShares, and the Underwriters shall have the a one-time right to purchase, severally and not jointly, (i) up to 1,392,392 [________] Additional Shares at the Share Purchase Price. If you, and (ii) up to 696,196 Additional Warrants, at the Warrant Purchase Price, provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company and payable on the Firm Shares but not payable on such Additional Shares. The Representative may exercise this right on behalf of the Underwriters Underwriters, elect to exercise such option, you shall so notify the Company in whole or from time to time in part by giving written notice writing not later than 45 30 days after the date of this Agreement. Any exercise , which notice shall specify the number of Additional Securities Shares to be purchased by the Underwriters and the date on which such securities shares are to be purchased. Each purchase Such date must may be at least one business day after the written notice is given and may same as the Closing Date (as defined below) but not be earlier than the closing date for the Firm Securities or Closing Date nor later than ten business days after the date of such notice. Additional Securities Shares may be purchased as provided in Section ‎4 4 hereof solely for the purpose of covering sales of shares over-allotments made in excess of connection with the number offering of the Firm SecuritiesShares. On each day, if any, that If any Additional Securities Shares are to be purchased (an “Option Closing Date”)purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Additional Securities Shares (subject to such adjustments to eliminate fractional shares as the Representative you may determine) that bears the same proportion to the total number of Additional Securities Shares to be purchased on such Option Closing Date as the number of Firm Securities Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm SecuritiesShares. The Company hereby agrees that, without the prior written consent of Xxxxxx Xxxxxxx on behalf of the Underwriters, it will not, during the period ending 180 days after the date of the Prospectus, (i) 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 (ii) 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 (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Shares to be sold hereunder (B) the grant of options pursuant to the 1998 Incentive Plan or the 1998 Directors Plan (C) the sale of stock pursuant to the 1998 Purchase Plan (D) the grant of any option or warrant pursuant to an equipment lease or accounts receivable finance transaction (E) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof of which the Underwriters have been advised in writing or (F) the sale by the Company of securities for an aggregate consideration not to exceed $__________, in connection with an investment by one or more strategic partners, provided that the holders of such securities are subject to a lock-up for six (6) months following the sale with substantially the same terms as set forth in the Lock-Up Agreements (as defined in Section 5(h) herein).

Agreements to Sell and Purchase. The Company Each Seller, severally and not jointly, hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the terms and conditions hereinafter stated, agrees, severally and not jointly, to purchase from such Seller at $______ a share (the Company "PURCHASE PRICE") the respective numbers number of Firm Shares and (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the number of Firm Warrants Shares to be sold by such Seller as the number of Firm Shares set forth in Schedule I II hereto opposite its the name at of such Underwriter bears to the combined purchase price total number of $1.0695 (the “Combined Purchase Price”), which shall be allocated at $0.9445 per Share (the “Share Purchase Price”) and $0.125 per Warrant (the “Warrant Purchase Price”)Firm Shares. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Underwriters the Additional SecuritiesShares, and the Underwriters shall have the a one-time right to purchase, severally and not jointly, (i) up to 1,392,392 202,500 Additional Shares at the Share Purchase Price. If you, and (ii) up to 696,196 Additional Warrants, at the Warrant Purchase Price, provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company and payable on the Firm Shares but not payable on such Additional Shares. The Representative may exercise this right on behalf of the Underwriters Underwriters, elect to exercise such option, you shall so notify the Company in whole or from time to time in part by giving written notice writing not later than 45 30 days after the date of this Agreement. Any exercise , which notice shall specify the number of Additional Securities Shares to be purchased by the Underwriters and the date on which such securities shares are to be purchased. Each purchase Such date must may be at least one business day after the written notice is given and may same as the Closing Date (as defined below) but not be earlier than the closing date for the Firm Securities or Closing Date nor later than ten business days after the date of such notice. Additional Securities Shares may be purchased as provided in Section ‎4 5 hereof solely for the purpose of covering sales of shares over-allotments made in excess of connection with the number offering of the Firm SecuritiesShares. On each day, if any, that If any Additional Securities Shares are to be purchased (an “Option Closing Date”)purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Additional Securities Shares (subject to such adjustments to eliminate fractional shares as the Representative you may determine) that bears the same proportion to the total number of Additional Securities Shares to be purchased on such Option Closing Date as the number of Firm Securities Shares set forth in Schedule I II hereto opposite the name of such Underwriter bears to the total number of Firm SecuritiesShares. Each Seller hereby agrees that, without the prior written consent of Morgxx Xxxnxxx & Xo. Incorporated on behalf of the Underwriters, it will not, during the period ending 90 days after the date of the Prospectus, (i) 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 (ii) 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 (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Shares to be sold hereunder, (B) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof of which the Underwriters have been advised in writing or (C) transactions by any person other than the Company relating to shares of Common Stock or other securities acquired in open market transactions after the completion of the offering of the Shares. In addition, each Selling Shareholder, agrees that, without the prior written consent of Morgxx Xxxnxxx & Xo. Incorporated on behalf of the Underwriters, it will not, during the period 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.

Agreements to Sell and Purchase. The Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein containedcontained in this Agreement, but subject to the its terms and conditions hereinafter statedconditions, agrees, severally and not jointly, to purchase from the Company the respective numbers of Firm Shares and Firm Warrants set forth in Schedule I hereto opposite its name at the combined purchase price of $1.0695 $ a share (the “Combined Purchase Price”), which shall be allocated at $0.9445 per Share (the “Share Purchase Price”) and $0.125 per Warrant (the “Warrant Purchase Price”). On the basis of the representations and warranties contained in this Agreement, and but subject to its terms and conditions, the Company agrees to sell to the Underwriters the Additional SecuritiesShares, and the Underwriters shall have the right to purchase, severally and not jointly, (i) up to 1,392,392 Additional Shares at the Share Purchase Price, and (ii) up to 696,196 Additional Warrants, at the Warrant Purchase Price, provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company and payable on the Firm Shares but not payable on such Additional Shares. The Representative You may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice to the Company not later than 45 30 days after the date of this Agreement. Any exercise notice shall specify the number of Additional Securities Shares to be purchased by the Underwriters and the date on which such securities shares are to be purchased. Each purchase date must be at least one two (2) business day days after the written notice is given and may not be earlier than the closing date for the Firm Securities or Shares nor later than ten business days after the date of such notice. Additional Securities Shares may be purchased as provided in Section ‎4 4 hereof solely for the purpose of covering sales of shares over-allotments made in excess of connection with the number offering of the Firm SecuritiesShares. On each day, if any, that Additional Securities Shares are to be purchased (an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Securities Shares (subject to such adjustments to eliminate fractional shares as the Representative you may determine) that bears the same proportion to the total number of Additional Securities Shares to be purchased on such Option Closing Date as the number of Firm Securities Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm SecuritiesShares. The Company hereby agrees that, without the prior written consent of Xxxxxx Xxxxxxx and Xxxxxx Brothers Inc. (“Xxxxxx Brothers”) on behalf of the Underwriters, it will not, during the period ending 180 days after the date of the Prospectus, (i) 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; (ii) file or cause to be filed any registration statement with the Commission relating to the offering of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock; or (iii) 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 (i), (ii) or (iii) above is to be settled by delivery of Common Stock or other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the sale of Shares to be sold hereunder and the sale of shares of the Company’s Convertible Perpetual Preferred Stock (the “Preferred Stock”) to the underwriters in the concurrent offering pursuant to the Registration Statement or (B) issuances of shares of the Company’s common stock (x) upon conversion, redemption exchange or otherwise pursuant to the terms of the Preferred Stock or the terms of our Series B common stock or (y) in connection with the special Series B common stock dividends (as such term is defined in the Prospectus) or (C) the issuance by the Company of shares of common stock upon the exercise of an option, or a warrant or a similar security or the conversion of a security outstanding on the date hereof and reflected in the Prospectus or (D) the grants by the Company of options or stock under its benefit plans described in the Prospectus or (E) the issuance by the Company of shares of Common Stock in connection with the acquisition of, or a merger with, another company, provided that the recipient of such shares agrees in writing with the Underwriters in an agreement in the form substantially identical to Exhibit D hereto, not to offer, pledge, sell, contract to sell, sell any option or contract to purchase, grant any option, right or warrant to purchase, lend, or otherwise transfer, directly or indirectly, any such shares or options during such 180-day period without the prior written consent of Xxxxxx Xxxxxxx and Xxxxxx Brothers on behalf of the Underwriters.

Agreements to Sell and Purchase. The Company Each Seller, severally and not jointly, hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the terms and conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company such Seller the respective numbers of Firm Shares and Firm Warrants set forth in Schedule I hereto opposite its such Underwriter's name at the combined purchase price of $1.0695 U.S.$.o a share (the “Combined Purchase Price”), which shall be allocated at $0.9445 per Share (the “Share Purchase Price”) and $0.125 per Warrant (the “Warrant Purchase Price”"PURCHASE PRICE"). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Underwriters the Additional SecuritiesShares, and the Underwriters shall have the a one-time right to purchase, severally and not jointly, (i) up to 1,392,392 1,500,000 Additional Shares at the Share Purchase Price. If the Representatives, and (ii) up to 696,196 Additional Warrants, at the Warrant Purchase Price, provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company and payable on the Firm Shares but not payable on such Additional Shares. The Representative may exercise this right on behalf of the Underwriters Underwriters, elect to exercise such option, the Representatives shall so notify the Company in whole or from time to time in part by giving written notice writing not later than 45 30 days after the date of this Agreement. Any exercise , which notice shall specify the number of Additional Securities Shares to be purchased by the Underwriters and the date on which such securities shares are to be purchased. Each purchase purchased (which date must of purchase, if other than the Closing Date (as defined below), shall be at least one two business day days after the written such notice is given and delivered, unless the Company consents otherwise). Such date may be the same as the Closing Date but not be earlier than the closing date for the Firm Securities or Closing Date nor later than ten business days after the date of such notice. Additional Securities Shares may be purchased as provided in Section ‎4 5 hereof solely for the purpose of covering sales of shares overallotments made in excess of connection with the number offering of the Firm SecuritiesShares. On each day, if any, that If any Additional Securities Shares are to be purchased (an “Option Closing Date”)purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Additional Securities Shares (subject to such adjustments to eliminate fractional shares as the Representative Representatives may determine) that bears the same proportion to the total number of Additional Securities Shares to be purchased on such Option Closing Date as the number of Firm Securities Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm SecuritiesShares. The Company hereby agrees that, without the prior written consent of Goldxxx, Xxchx & Xo., Saloxxx Xxxxx Xxxney Inc. and Bear, Steaxxx & Xo. Inc. on behalf of the Underwriters, it will not, during the period ending 90 days after the date of the Prospectus, (i) 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 (ii) 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 (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Shares to be sold hereunder, (B) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof and as described in the Prospectus, (C) the issuance by the Company of additional options to purchase Common Stock pursuant to the 10 12 Company's 1997 Nonqualified Stock Option Plan or 1998 Stock Incentive Plan, (D) the issuance by the Company of shares of Common Stock pursuant to the Company's Employee Stock Discount Purchase Plan, the 1997 Nonqualified Stock Option Plan or the 1998 Stock Incentive Plan or (E) transactions relating to shares of Common Stock or other securities acquired in open market transactions after completion of the offering contemplated by the Prospectus.

Agreements to Sell and Purchase. The Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the terms and conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company the respective numbers of Firm Shares and Firm Warrants set forth in Schedule I hereto opposite its name at the combined purchase price of $1.0695 (the “Combined Purchase Price”), which shall be allocated names at $0.9445 per Share _____ a share (the “Share Purchase Price”) and $0.125 per Warrant (the “Warrant Purchase Price”"PURCHASE PRICE"). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Underwriters the Additional SecuritiesShares, and the Underwriters shall have the a one-time right to purchase, severally and not jointly, (i) up to 1,392,392 2,250,000 Additional Shares at the Share Purchase Price. If you, and (ii) up to 696,196 Additional Warrants, at the Warrant Purchase Price, provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company and payable on the Firm Shares but not payable on such Additional Shares. The Representative may exercise this right on behalf of the Underwriters Underwriters, elect to exercise such option, you shall so notify the Company in whole or from time to time in part by giving written notice writing not later than 45 30 days after the date of this Agreement. Any exercise , which notice shall specify the number of Additional Securities Shares to be purchased by the Underwriters and the date on which such securities shares are to be purchased. Each purchase Such date must may be at least one business day after the written notice is given and may same as the Closing Date (as defined below) but not be earlier than the closing date for the Firm Securities or Closing Date nor later than ten business days after the date of such notice. Additional Securities Shares may be purchased as provided in Section ‎4 4 hereof solely for the purpose of covering sales of shares over-allotments made in excess of connection with the number offering of the Firm SecuritiesShares. On each day, if any, that If any Additional Securities Shares are to be purchased (an “Option Closing Date”)purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Additional Securities Shares (subject to such adjustments to eliminate fractional shares as the Representative you may determine) that bears the same proportion to the total number of Additional Securities Shares to be purchased on such Option Closing Date as the number of Firm Securities Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm SecuritiesShares. The Company hereby agrees that, without the prior written consent of Morgxx Xxxnxxx & Xo. Incorporated on behalf of the Underwriters, it will not, during the period ending 90 days after the date of the Prospectus, (i) 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 (ii) 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 (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the sale to the Underwriters of Shares hereunder, (B) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof which is described in the Prospectus or (C) the issuance of shares of Common Stock or options to purchase Common Stock pursuant to any employee benefit plan that is in existence on the date hereof and consistent with past practices.

Agreements to Sell and Purchase. The Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the terms and conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company the respective numbers of Firm Shares and Firm Warrants Securities set forth in Schedule I hereto opposite its name names at the combined purchase price of $1.0695 U.S.$_____ a share (the “Combined Purchase Price”), which shall be allocated at $0.9445 per Share (the “Share Purchase Price”) and $0.125 per Warrant (the “Warrant Purchase Price”"PURCHASE PRICE"). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Underwriters the Additional Securities, and the Underwriters shall have the a one-time right to purchase, severally and not jointly, (i) up to 1,392,392 $16,500,000 Additional Shares Securities at the Share Purchase Price. If the Representatives, and (ii) up to 696,196 Additional Warrants, at the Warrant Purchase Price, provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company and payable on the Firm Shares but not payable on such Additional Shares. The Representative may exercise this right on behalf of the Underwriters Underwriters, elect to exercise such option, the Representatives shall so notify the Company in whole or from time to time in part by giving written notice writing not later than 45 30 days after the date of this Agreement. Any exercise , which notice shall specify the number of Additional Securities to be purchased by the Underwriters and the date on which such securities shares are to be purchased. Each purchase Such date must may be at least one business day after the written notice is given and may same as the Closing Date (as defined below) but not be earlier than the closing date for the Firm Securities or Closing Date nor later than ten business days after the date of such notice. Additional Securities may be purchased as provided in Section ‎4 4 hereof solely for the purpose of covering sales of shares over-allotments made in excess of connection with the number offering of the Firm Securities. On each day, if any, that If any Additional Securities are to be purchased (an “Option Closing Date”)purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Additional Securities (subject to such adjustments to eliminate fractional shares as the Representative may determine) that bears the same proportion to the total number of Additional Securities to be purchased on such Option Closing Date as the number of Firm Securities set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Securities. The Company hereby agrees that, without the prior written consent of Xxxxxx Xxxxxxx & Co. Incorporated on behalf of the Underwriters, it will not, during the period ending 90 days after the date of the Prospectus, (i) 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 (ii) 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 (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereby and the Shares to be sold in the Equity Offering or (B) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof of which the Underwriters have been advised in writing. The Company further agrees that, without the prior written consent of Xxxxxx Xxxxxxx & Co. Incorporated on behalf of the Underwriters, it will not, during the period beginning on the date hereof and continuing to and including the Closing Date, not offer, sell, contract to sell or otherwise dispose of any debt securities of the Company or warrants to purchase or otherwise acquire debt securities of the Company substantially similar to the Securities (other than (i) the Securities and (ii) commercial paper issued in the ordinary course of business).

Agreements to Sell and Purchase. The Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the terms and conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company the respective numbers of Firm Shares and Firm Warrants set forth in Schedule SCHEDULE I hereto opposite its name at the combined purchase price of $1.0695 $ a share (the “Combined Purchase Price”), which shall be allocated at $0.9445 per Share (the “Share Purchase Price”) and $0.125 per Warrant (the “Warrant Purchase Price”). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Underwriters the Additional SecuritiesShares, and the Underwriters shall have the right to purchase, severally and not jointly, (i) up to 1,392,392 Additional Shares at the Share Purchase Price, and (ii) up to 696,196 Additional Warrants, at the Warrant Purchase Price, provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company and payable on the Firm Shares but not payable on such Additional Shares. The Representative You may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice not later than 45 30 days after the date of this Agreement. Any exercise notice shall specify the number of Additional Securities Shares to be purchased by the Underwriters and the date on which such securities shares are to be purchased. Each purchase date must be at least one business day after the written notice is given and may not be earlier than the closing date for the Firm Securities or Shares nor later than ten business days after the date of such notice. Additional Securities Shares may be purchased as provided in Section ‎4 4 hereof solely for the purpose of covering sales of shares over-allotments made in excess of connection with the number offering of the Firm SecuritiesShares. On each day, if any, that Additional Securities Shares are to be purchased (an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Securities Shares (subject to such adjustments to eliminate fractional shares as the Representative you may determine) that bears the same proportion to the total number of Additional Securities Shares to be purchased on such Option Closing Date as the number of Firm Securities Shares set forth in Schedule SCHEDULE I hereto opposite the name of such Underwriter bears to the total number of Firm SecuritiesShares.

Agreements to Sell and Purchase. The Company Each Seller, severally and not jointly, hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the terms and conditions hereinafter stated, agrees, severally and not jointly, to purchase from such Seller at $______ a share (the Company "Purchase Price") the respective numbers number of Firm Shares and (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the number of Firm Warrants Shares to be sold by such Seller as the number of Firm Shares set forth in Schedule I II hereto opposite its the name at of such Underwriter bears to the combined purchase price total number of $1.0695 (the “Combined Purchase Price”), which shall be allocated at $0.9445 per Share (the “Share Purchase Price”) and $0.125 per Warrant (the “Warrant Purchase Price”)Firm Shares. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Underwriters the Additional SecuritiesShares, and the Underwriters shall have the a one-time right to purchase, severally and not jointly, (i) up to 1,392,392 557,500 Additional Shares at the Share Purchase Price. If you, and (ii) up to 696,196 Additional Warrants, at the Warrant Purchase Price, provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company and payable on the Firm Shares but not payable on such Additional Shares. The Representative may exercise this right on behalf of the Underwriters Underwriters, elect to exercise such option, you shall so notify the Company in whole or from time to time in part by giving written notice writing not later than 45 30 days after the date of this Agreement. Any exercise , which notice shall specify the number of Additional Securities Shares to be purchased by the Underwriters and the date on which such securities shares are to be purchased. Each purchase Such date must may be at least one business day after the written notice is given and may same as the Closing Date (as defined below) but not be earlier than the closing date for the Firm Securities or Closing Date nor later than ten business days after the date of such notice. Additional Securities Shares may be purchased as provided in Section ‎4 5 hereof solely for the purpose of covering sales of shares over-allotments made in excess of connection with the number offering of the Firm SecuritiesShares. On each day, if any, that If any Additional Securities Shares are to be purchased (an “Option Closing Date”)purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Additional Securities Shares (subject to such adjustments to eliminate fractional shares as the Representative you may determine) that bears the same proportion to the total number of Additional Securities Shares to be purchased on such Option Closing Date as the number of Firm Securities Shares set forth in Schedule I II hereto opposite the name of such Underwriter bears to the total number of Firm SecuritiesShares. Each Seller hereby agrees that, without the prior written consent of Xxxxxx Xxxxxxx on behalf of the Underwriters, it will not, during the period ending 180 days after the date of the Prospectus, (i) 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 (ii) 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 (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Shares to be sold hereunder, (B) the issuance by the Company of 269,166 shares of Common Stock to the stockholders of Legacy Technology, Inc. ("Legacy") in connection with the acquisition of Legacy, (C) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof of which the Underwriters have been advised in writing, (D) the grant by the Company of (x) options to purchase shares of Common Stock in connection with the acquisition of Legacy and (y) options to employees in the ordinary course of business consistent with past practice, provided that no such option shall become exercisable during the 180- day period, or (E) transactions by any person other than the Company relating to shares of Common Stock or other securities acquired in open market transactions after the completion of the offering of the Shares. In addition, the Company agrees that, without the prior written consent of Xxxxxx Xxxxxxx on behalf of the Underwriters, it will not, during the period ending 180 days after the date of the Prospectus, accelerate the vesting of any shares of restricted Common Stock, accelerate the exercisability of any stock option or amend, modify or remove any of the transfer restrictions relating to any stock held by, or contained in any agreements with, its existing stockholders. In addition, each Selling Shareholder, agrees that, without the prior written consent of Xxxxxx Xxxxxxx on behalf of the Underwriters, it will not, during the period ending 180 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.

Agreements to Sell and Purchase. The Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the terms and conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company the respective numbers of Firm Shares and Firm Warrants set forth in Schedule I hereto opposite its name at the combined purchase price of $1.0695 4.275 a share (the “Combined Purchase Price”), which shall be allocated at $0.9445 per Share (the “Share Purchase Price”) and $0.125 per Warrant (the “Warrant Purchase Price”). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Underwriters the Additional SecuritiesShares, and the Underwriters shall have the right to purchase, severally and not jointly, (i) up to 1,392,392 5,200,000 Additional Shares at the Share Purchase Price. If you, and (ii) up to 696,196 Additional Warrants, at the Warrant Purchase Price, provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company and payable on the Firm Shares but not payable on such Additional Shares. The Representative may exercise this right on behalf of the Underwriters Underwriters, elect to exercise such option in whole or from time to time in part by giving written notice part, Xxxxxx Xxxxxxx & Co., Incorporated (“Xxxxxx Xxxxxxx”) shall so notify the Company in writing not later than 45 30 days after the date of this Agreement. Any exercise notice shall specify the number of Additional Securities Shares to be purchased by the Underwriters and the date on which such securities shares are to be purchased. Each purchase date must be at least one business day after the written notice is given and may not be earlier than the closing date Closing Date for the Firm Securities or Shares nor later than ten business days after the date of such notice. Should such date be subsequent to the Closing Date, Xxxxxx Xxxxxxx shall provide such notice no later than three days prior to such date. Additional Securities Shares may be purchased as provided in Section ‎4 4 hereof solely for the purpose of covering sales of shares over-allotments made in excess of connection with the number offering of the Firm SecuritiesShares. On each day, if any, that If any Additional Securities Shares are to be purchased (an “Option Closing Date”)purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Additional Securities Shares (subject to such adjustments to eliminate fractional shares as the Representative you may determine) that bears the same proportion to the total number of Additional Securities Shares to be purchased on such Option Closing Date as the number of Firm Securities Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm SecuritiesShares. The Company hereby agrees that, without the prior written consent of Xxxxxx Xxxxxxx on behalf of the Underwriters, it will not, during the period ending 90 days after the date of the Prospectus, (i) 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 (ii) 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 (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Shares to be sold hereunder, (B) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof, or in the case of an option granted after the date hereof, pursuant to existing employee benefit plans of the Company or any of its subsidiaries, of which the Underwriters have been advised in writing, (C) the granting by the Company of any options to purchase shares of Common Stock or any restricted stock units or the sale by the Company of any shares of Common Stock, in each case pursuant to any existing employee benefit plan or direct stock plan of the Company or any of its subsidiaries, (D) the issuance by the Company of any shares of Common Stock in connection with the acquisition of or merger with or into any other company or the acquisition of any assets, or (E) transfers and dispositions between one or more affiliates of Texas Pacific Group or partners, shareholders or members of any such affiliate, provided, that in the case of any issuance, transfer or disposition pursuant to clause (D) or (E), (i) each recipient of such shares shall agree in writing, for the benefit of Xxxxxx Xxxxxxx on behalf of the Underwriters, that such shares shall remain subject to restrictions identical to those contained in the first sentence of this paragraph for the remainder of the period for which the Company is bound thereunder, and each such recipient shall execute and deliver to Xxxxxx Xxxxxxx a duplicate of such writing, and (ii) if a filing by any party to such issuance, transfer or disposition (issuer, transferor, disposer, recipient or transferee) under Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), shall be required in connection with such issuance, transfer or disposition (other than a filing on a Form 5 made after the expiration of the 90-day period referred to above), such party shall provide Xxxxxx Xxxxxxx no less than seven days prior written notice of such filing (it being understood that no such filing shall be made by any such party if not required to be made under the Exchange Act).